Microchip Technology (MCHP) 10-K risk factor changes: FY2023 vs FY2022

- impact of economic conditions on the financial viability [added: and performance] of our licensees, customers, distributors, or suppliers;

- impact of [removed: the COVID-19 pandemic,] [added: price increases,] increased [removed: tariffs] [added: tariffs, raw material availability] or other factors affecting our suppliers;

- [removed: dependency] [added: dependence] on wafer foundries and other contractors by our licensees and ourselves;

- business [removed: interruptions, including natural disasters,] [added: interruptions] affecting our operations or that of key vendors, licensees or customers;

- risks related to grants [removed: from] [added: from, or tax arrangements with,] governments, agencies and research organizations;

- attacks on our IT systems, interruptions in our IT systems, [added: our products] or [added: our] improper handling of data;

- impact [removed: of] [added: on our reported financial results by] new accounting pronouncements or changes in existing accounting standards and practices;

- [added: the issuance of new export controls or trade sanctions,] fines, restrictions or [removed: delay] [added: delays] in our ability to export or import products, or increase costs associated with the manufacture or transfer of products;

- exposure to greater than anticipated income tax liabilities, changes in or the interpretation of tax rules and regulations including the TCJA, [removed: the American Rescue Plan Act of 2021 (ARPA),] or unfavorable assessments from tax audits;

- impact of stringent environmental, climate change, conflict-free minerals and other regulations or customer demands; [removed: and]

- general economic, industry, public health or political conditions in the U.S. or internationally, including uncertain economic conditions in [added: U.S.,] China [added: and Europe, increases in interest rates, high inflation] or [removed: the ongoing uncertainty surrounding] [added: instability in] the [removed: COVID-19 pandemic and its implications;][added: banking sector;]

- disruptions in our business, our supply chain or our customers' businesses due to public health concerns (including viral outbreaks such as COVID-19), cybersecurity incidents, terrorist activity, armed conflict, war (including Russia's invasion of [removed: the] Ukraine), worldwide oil prices and supply, fires, natural disasters or disruptions in the transportation system;

- availability of raw [removed: materials,] [added: materials including rare earth minerals,] supplies and equipment due to supply chain constraints or other factors;

- our ability to continue to increase our factory capacity [added: as needed] to respond to changes in customer demand;

[removed: - changes in demand or market acceptance of our products and products of our customers, and market] fluctuations in the industries into which such products are sold;

- the level of order cancellations or push-outs due to [removed: the impact of the COVID-19 pandemic] [added: uncertain economic conditions] or other factors;

- levels of inventories held by our [removed: customers;][added: customers and the customers of our distributors;]

- the level of sell-through of our products through [removed: distribution;][added: distribution or resale;]

- costs and outcomes of any current or future tax audits or any litigation, investigation or claims involving intellectual property, our Microsemi acquisition, customers or other issues; [added: and]

Our operating results may be adversely impacted [removed: if economic conditions impact] [added: by] the financial viability [added: and performance] of our licensees, customers, distributors, or suppliers.

We regularly review the financial [added: viability and] performance of our licensees, customers, distributors and suppliers.

Any downturn in global or regional economic conditions, as a result of [added: rising interest rates, high inflation, instability in] the [removed: COVID-19 pandemic,] [added: banking sector,] the enactment of broad sanctions by the U.S. or other countries against [removed: Russia,] [added: Russia] or [removed: risks of rising interest rates] [added: China, the COVID-19 pandemic] or [removed: inflation,] [added: other factors,] may adversely impact their financial viability.

The financial failure of a large licensee, [removed: customer] [added: customer, reseller] or distributor, an important supplier, or a group thereof, could have an adverse impact on our operating results and could result in our inability to collect our accounts receivable balances, higher allowances for credit losses, and higher operating costs as a percentage of net sales.

We may lose sales if suppliers of raw materials, components or equipment fail to meet our or our customers' needs, increase [removed: prices or] [added: prices,] are impacted by increases in [removed: tariffs.][added: tariffs, or such raw materials, components or equipment become restricted or unavailable.]

In particular, in fiscal [added: 2023 and in fiscal] 2022, we experienced increased prices at certain [removed: suppliers, and longer lead times] [added: suppliers] for [removed: some assembly raw] [added: certain] materials required for production purposes.

Such conditions [removed: are expected to] [added: may] continue.

The supplies necessary for our business could become more difficult to obtain as worldwide use of semiconductors increases, or due to supply chain [removed: disruptions] [added: disruptions, trade restrictions] or political instability.

Also, the reduced availability of necessary labor, the [removed: impact of the COVID-19 pandemic, or the] application of sanctions, trade restrictions or tariffs by the U.S. or other countries [added: or the impact of the COVID-19 pandemic,] may adversely impact the industry supply chain.

The labor, supplies and equipment necessary for their businesses could become more difficult to obtain for various reasons not limited to business interruptions of suppliers, reduced availability of labor, consolidation in their supply chain, [removed: the impact of the COVID-19 pandemic,] or sanctions, trade restrictions or tariffs [added: or the impact of the COVID-19 pandemic] that impair sourcing flexibility or increase costs.

We do [removed: not purchase] [added: not, nor have we historically, purchased] significant amounts of equipment from Russia, Belarus, or [removed: the] Ukraine.

However, the semiconductor industry, and purchasers of semiconductors, use raw materials that are sourced from these regions, such as neon, [removed: palladium] [added: palladium, cesium, rubidium,] and nickel.

[removed: This] [added: Any of the above factors] could have a material adverse effect on our business, results of [removed: operations] [added: operations,] or financial condition.

While there has been an adverse impact on the world’s [removed: palladium] [added: palladium, neon, cesium,] and [removed: neon] [added: rubidium] supply chains, at this time, our [removed: palladium and neon] supply chains have been able to meet our needs.

While sales of our products into the regions, and to customers that sell into these regions, have been negatively impacted by the Russian invasion of [removed: the] Ukraine, at this time, we have not experienced a material impact on our business, results of operations or financial conditions.

Specifically, during fiscal [removed: 2022] [added: 2023] and fiscal [removed: 2021,] [added: 2022,] approximately [removed: 60%] [added: 63%] and [removed: 61%,] [added: 60%,] respectively, of our net sales came from products that were produced at outside wafer foundries.

We also use several contractors [removed: located primarily in Asia] for a portion of the assembly and testing of our products.

Specifically, during fiscal [removed: 2022,] [added: 2023,] approximately 41% of our assembly requirements and [removed: 36%] [added: 33%] of our test requirements were performed by third-party contractors compared to approximately [removed: 47%] [added: 41%] of our assembly requirements and [removed: 43%] [added: 36%] of our test requirements during fiscal [removed: 2021.][added: 2022.]

Due to increased demand for our products, we [removed: have taken] [added: took] actions in [removed: recent quarters] [added: fiscal 2023 and fiscal 2022] to increase our capacity allocation from our wafer fabrication, assembly and test subcontractors.

However, we expect foundry capacity [removed: to] [added: may] continue to be limited [removed: due to strong demand] for [removed: wafers across the industry] [added: certain process technology nodes] and there can be no assurance that we will be able to secure the necessary allocation of capacity from our wafer foundries and other contractors, [removed: further] [added: that any such] additional capacity [removed: with] [added: will have] the ability to manufacture the process technologies that we need, or that such capacity will be available on acceptable terms.

If this occurs, it may limit the amounts of net sales that we can achieve or require us to make significant investments to be able to [removed: manufacture these products in our own facilities or at other foundries and assembly and testing contractors.]

- dependence on orders received and shipped in the same quarter, limited visibility to product shipments other than those shipped through our Preferred Supply Program or LTSAs;

- inability to achieve expected returns from capacity expansions;

- dependence on distributors;

- ability to realize anticipated benefits from completed or future acquisitions or divestitures;

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- ESG considerations; and

- changes in demand or market acceptance of our products and products of our customers, and market

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Also, these parties may not comply with their contractual commitments, or may interpret them differently than we do, which could lead to termination of their performance with little or no notice to us, which could limit our ability to mitigate our exposure.

If one of our counterparties becomes insolvent, files for bankruptcy, has business leverage, or stronger contractual terms, then our ability to recover any losses suffered as a result of that counterparty's cessation of performance may be limited by their liquidity, the applicable laws, or their willingness to negotiate a resolution.

In the event of such default or cessation of performance, we could incur significant losses, which could have a material adverse effect on our business, results of operations, or financial condition.

We have various arrangements with financial institutions for our cash deposits, and other banking activities, that subject us to risk if such institutions were to experience financial or regulatory difficulties.

As a result, we may experience losses on our holdings of cash and cash equivalents due to failures of financial institutions or other related parties.

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Additionally, certain materials are primarily available in a limited number of countries, including rare earth elements, minerals, and metals.

Trade disputes, geopolitical tensions, economic circumstances, political conditions, or public health issues, such as COVID-19, may limit our ability to obtain materials or equipment.

Although rare earth and other materials are generally available from multiple suppliers, China is the predominant producer of certain of these materials.

If China were to restrict or stop exporting these materials, our suppliers' ability to obtain such supply may be constrained and we may be unable to obtain sufficient quantities, or obtain supply in a timely manner, or at a commercially reasonable cost.

Constrained supply of rare earth elements, minerals, and metals may restrict our ability to manufacture certain of our products and make it difficult or impossible to compete with other semiconductor memory manufacturers who are able to obtain sufficient quantities of these materials from China or other countries.

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manufacture these products in our own existing facilities, at new facilities or at other foundries and assembly and testing contractors.

In August 2022, the U.S. government passed the CHIPS Act to provide billions of dollars of cash incentives and a new investment tax credit to increase domestic manufacturing capacity in our industry.

We expect to receive the cash benefit associated with the investment tax credit for qualifying capital expenditures in future periods and expect to apply for other incentives provided by the legislation; however, there can be no assurance that we will receive any such other incentives, what the amount and timing of any incentive we receive will be, as to which other companies will receive incentives and whether the legislation will have a positive or negative impact on our competitive position.

Further, increasing investment in the semiconductor industry by the Chinese government and various state-owned of affiliated entities are intended to advance China's stated national policy objectives.

The Chinese government may restrict us from participating in the China market, or may prevent us from competing effectively with Chinese companies.

Please see the risks related to access to raw materials, components, or equipment on page [14](#i397f4110187540c091d62803d563e6a9_130345).

- political instability, including changes in relations between China and Taiwan which could disrupt the operations of our Taiwan-based third-party wafer foundries, and subcontractors;

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- restrictions on the transfer of funds, including currency controls in China, which could negatively affect the amount and timing of certain customer payments, and as a results our cash flows;

For example, in recent periods, we have accommodated requests by customers to push-out certain orders to help them manage inventory levels and, in some cases, to help other customers that are experiencing supply shortages.

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programs, and any such actions could result in damage to our customer relationships or cause us to incur significant costs.

We may be unable to recover damages from customers that default under these programs.

In addition, some governments, such as China, may provide, or have provided and may continue to provide, significant assistance financial or otherwise, to some of our competitors, or to new entrants, and may intervene in support of national industries and/or competitors.

We, and our competitors, seek to expand production capacity, increase wafer output, improve yields, and reduce die size, which could result in significant increases in worldwide supply and downward pressure on prices.

Increases in worldwide supply of semiconductor products, if not accompanied by commensurate increases in demand, could lead to declines in average selling prices for our products, and could materially adversely affect our business, results of operations, or financial condition.

Our operating

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In fiscal 2023 and in fiscal 2022, we operated at or above normal capacity levels.

We may not be able to achieve expected returns from our planned capacity expansions.

- limited visibility to product shipments;

- dependency on distributors;

- future acquisitions or divestitures;

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- rising interest rates or inflation; and

If we, or our direct or indirect customers, are unable to obtain the requisite raw materials or components needed to manufacture products, our ability to manufacture products, or demand for our products, may be adversely impacted.

Some of our subcontractors in China experienced production difficulties due to COVID-19 related disruptions in March 2022, but this did not have a significant impact on our operating results.

We do not have significant sales or operations in Russia, Belarus, or the Ukraine, and we do not purchase significant amounts of equipment from these regions.

While there has been an adverse impact on the world’s palladium and neon supply chains due to the Russia Ukraine conflict, at this time, our palladium and neon supply chains have been able to meet our needs.

While sales of our products into the regions impacted by the Russia Ukraine conflict, and to customers that sell into these regions, have been negatively impacted by the Russian invasion of the Ukraine, at this time, we have not experienced a material impact on our business, results of operations or financial condition.

- the relative impact of the COVID-19 pandemic on us relative to our competitors;

At this time, we are not experiencing these types of pricing declines due to favorable industry conditions and demand.

manufacturing environment or materials used, the performance of our personnel and equipment, and other quality issues.

In fiscal 2022, we operated at above normal capacity levels and we expect this to continue if the current supply constraints relative to demand continue.

In fiscal 2021, we operated at below normal capacity levels resulting in unabsorbed capacity charges of $29.6 million.

process technologies and have suffered reduced manufacturing yields or delays in product deliveries.

acquired company, or grow the business at the rate we anticipate.

No intangible asset impairment charges were recorded in fiscal 2021.

litigation and investigations, negatively affect investor confidence in our financial statements, and adversely impact our stock price and our ability to access capital markets.

and patents may not be issued from currently pending or future applications.

While sales of our products into these regions, and to customers that sell into these regions, have been negatively impacted, at this time, we have not experienced a material adverse impact on our revenue.

Effective June 2020, amendments to the EAR regarding prohibitions of sales of items with a “military end use” into China, Russia, and Venezuela, and Belarus effective March 2021, and elimination of an EAR License Exception, apply to more of our products than the previous regulations.

continued and include the U.S. increasing tariffs on Chinese origin goods and China increasing tariffs on U.S. origin goods.

We use words such as "anticipate," "believe," [removed: "plan,"] [added: "can," "continue," "could,"] "expect," "future," [removed: "continue," "intend"] [added: "intend," "plan,"] and similar expressions to identify forward-looking statements.

Our actual results could differ materially from the results anticipated in these forward-looking statements as a result of certain factors including those set forth under "Risk Factors," beginning at page [removed: [12](#i9429f00699b5406988569ab6594f6757_217)] [added: [12](#i67f06957943a4e668c54f881aae43082_235)] and elsewhere in this Form 10-K.

- Our expectation that our days of inventory at June 30, [removed: 2022] [added: 2023] will be [removed: 128] [added: 159] to [removed: 134] [added: 164] days;

- Our belief that customers recognize our products and brand name and [added: our] use [added: of] distributors as an effective supply channel;

- Our ability to effectively utilize our facilities at appropriate capacity [removed: levels and anticipated costs;][added: levels;]

- [removed: Continuing] [added: The maintenance of] our [added: competitive position based on our] investments in new and enhanced products;

- [removed: Continuation] [added: The continuation] and amount of quarterly cash dividends;

- The impact of [removed: seasonality] [added: inflation] on our business;

- [removed: That] [added: The impact of] the resolution of legal actions [removed: will not have a material effect] on our business, and the accuracy of our assessment of the probability of loss and range of potential loss;

- Our expectation regarding the treatment of our unrecognized tax benefits in calendar year [removed: 2022;][added: 2023;]

- Our ability to obtain [added: and maintain] patents and intellectual property licenses and minimize the effects of [removed: litigation;][added: litigation or other disputes or the loss of patent protection;]

- [removed: That we could] [added: Our ability to] increase our borrowings or seek additional equity or debt financing to maintain or expand our facilities, or to fund cash dividends, share repurchases, acquisitions or other corporate activities, and that the timing and amount of such financing requirements will depend on a number of factors;

- Our ability to collect accounts receivable; [removed: and]

- The impact of the legislative and policy changes implemented or which may be implemented by the current administration, on our business and the trading price of our [removed: stock.][added: stock;]

We then discuss our results of operations for fiscal [removed: 2022] [added: 2023] compared to fiscal [removed: 2021,] [added: 2022,] followed by an analysis of changes in our balance sheet and cash flows, and discuss our financial commitments in the section titled "Liquidity and Capital Resources." Our liquidity and capital resources section generally discusses fiscal [removed: 2022] [added: 2023] compared to fiscal [removed: 2021.][added: 2022.]

For our discussion of our fiscal [removed: 2021] [added: 2022] results compared to fiscal [removed: 2020] [added: 2021] for both our results of operations and our liquidity and capital resources sections, refer to "Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K for the fiscal year ended March 31, [removed: 2021] [added: 2022] filed with the SEC on May [removed: 18, 2021,] [added: 20, 2022] which is incorporated by reference herein.

On an ongoing basis, we evaluate our estimates, including those related to revenue recognition, [removed: business combinations, share-based compensation,] inventories, income [removed: taxes, Convertible Debt] [added: taxes] and contingencies.

[added: Substantially all of the] revenue generated from contracts with direct customers is recognized at, or near to, the time risk and title of the inventory transfers to the customer.

In [removed: estimating reserves for] [added: determining whether there is a risk of] obsolescence, we evaluate projected demand over periods that align with demand forecasts used to develop manufacturing plans and inventory build decisions and [removed: provide reserves for] [added: write down] inventory on hand [added: that is] in excess of estimated demand.

As part of the process of preparing our consolidated financial statements, we are required to [removed: estimate] [added: record] our income taxes in each of the jurisdictions in which we operate.

This process involves [removed: estimating] [added: determining] our actual current tax exposure together with assessing temporary [added: and permanent] differences resulting from differing treatment of items for tax and accounting purposes.

These [added: temporary] differences result in deferred tax assets and liabilities, which are included within our consolidated balance sheets.

[removed: If this threshold] is not met, no tax benefit of the uncertain tax position is recognized.

[removed: All] [added: Generally,] adjustments to the positions are recorded through the income statement.

The following table sets forth certain operational data as a percentage of net sales for fiscal [removed: 2022] [added: 2023] and fiscal [removed: 2021:][added: 2022:]

| Cost of sales | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: 34.8] [added: 32.5] | | | | | | [removed: 37.9] [added: 34.8] | | |

| Gross profit | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: 65.2] [added: 67.5] | | | | | | [removed: 62.1] [added: 65.2] | | |

| Research and development | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: 14.5] [added: 13.3] | | | | | | [removed: 15.4] [added: 14.5] | | |

| Selling, general and administrative | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: 10.5] [added: 9.5] | | | | | | [removed: 11.2] [added: 10.5] | | |

| Amortization of acquired intangible assets | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: 12.7] [added: 7.8] | | | | | | [removed: 17.1] [added: 12.7] | | |

| Special [added: (income)] charges and other, net | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: 0.4] [added: —] | | | | | | [removed: —] [added: 0.4] | | |

| Operating income | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: 27.1] [added: 36.9] | | % | | | | [removed: 18.4] [added: 27.1] | | % |

The following table summarizes our net sales for fiscal [removed: 2022] [added: 2023] and fiscal [removed: 2021] [added: 2022] (dollars in millions):

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | Change | | |

| Net sales | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | $ | [removed: 6,820.9] [added: 8,438.7] | | | | | $ | [removed: 5,438.4] [added: 6,820.9] | | | | | [removed: 25.4] [added: 23.7] | | % |

The increase in net sales in fiscal [removed: 2022] [added: 2023] compared to fiscal [removed: 2021] [added: 2022] was primarily due to strong business conditions that began in the second half of fiscal 2021 as businesses and individuals adapted to the effects of the COVID-19 pandemic.

Business conditions continued to be [removed: exceptionally] strong [removed: in] [added: throughout] fiscal [removed: 2022.][added: 2022 and fiscal 2023.]

Additionally, semiconductor industry conditions have resulted in increased costs throughout our supply chain, which we have been [added: generally] passing on to our customers in the form of price increases.

These price increases also contributed to the increase in net sales during fiscal [removed: 2022] [added: 2023] compared to fiscal [removed: 2021.][added: 2022.]

- The future impact on our business in response to the COVID-19 pandemic or other public health concerns;

- Our expectation that we will experience period-to-period fluctuations in operating results, gross margins, product mix and average gross profit per unit;

- Our intent to vigorously defend our legal positions;

- Our goal to continue to be more efficient with our selling, general and administrative expenses;

- Our belief that familiarity with and adoption of development tools from us and from our third-party development tool partners will be an important factor in the future selection of our embedded control products;

- Fluctuations in our analog product line;

- Our plans to continue to transition certain outsourced assembly and test capacity to our internal facilities;

- Our expectation of continued investment in expanding our manufacturing capacity during the next 12 months;

- The continued development of the embedded control market based on our strong technical service presence;

- The possibility that loss of, or disruption in the operations of, one or more of our distributors could reduce our future net sales and/or increase our inventory returns;

- Our expectations regarding LTSAs and Preferred Supply Program;

- Our belief that the capital expenditures to be incurred over the next 12 months will provide sufficient manufacturing capacity to support the growth of our production capabilities for our new products and technologies and to bring in-house more of the production requirements that are currently outsourced;

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- The amounts and timing, and our plans and expectations relating to the Statutory Notice of Deficiency and proposed income adjustment from the Malaysian Inland Revenue Board;

- Our belief that our culture, values, and organizational development and training programs provide an inclusive work environment where our employees are empowered and engaged to deliver the best embedded control solutions;

- Our belief that our continued success is driven by the skills, knowledge, and innovative capabilities of our personnel, a strong technical service presence, and our ability to rapidly commercialize new and enhanced products;

- The potential impact of changes in regulations or in their enforcement, including with respect to the capital expenditures or other costs or expenses;

- The impact of any failure by use to adequately control the storage, use, discharge and disposal of regulated substances;

- Estimates and plans regarding pension liability and payments expected to be made for benefits earned; and

- The impact on our business stemming from Russia’s invasion of Ukraine.

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We entered into LTSAs with certain of our customers that purchase through distributors or directly from us.

Under these LTSAs, we receive an upfront deposit and minimum purchase commitments from the customer in exchange for assured supply over the contract period, which typically ranges from three to five years.

If the customer meets the minimum purchase commitments defined in the contract, we return the deposit to the customer.

If not, we may retain all, or a portion of the deposit which will be recognized as revenue as the remaining performance obligations under the LTSAs are satisfied.

The upfront deposits collected are recorded as deferred revenue in accrued liabilities or other long-term liabilities depending on the expected timing of the satisfaction of the underlying performance obligations.

Historically, a 1% variance in the estimated demand for our products would have changed the estimated net realizable value of our inventory by approximately $4.0 million as of March 31, 2023.

Generally, adjustments will be recorded in periods subsequent to the initial recognition in light of changing facts and circumstances, such as the closing of a tax audit, the refinement of an estimate, the closing of a statutory audit period or

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changes in applicable law.

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2023 | | | | | | 2022 | | |

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In the second half of fiscal 2023, there began to be some increased uncertainty as to the future direction of the global economy due to rising interest rates and high inflation.

See our Item 1.

"Business - Business and Macroeconomic Environment" discussion for further information on our business outlook.

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2023 | | | | | | % | | | | | | 2022 | | | | | | % | | |

| Mixed-signal Microcontrollers | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | $ | 4,755.7 | | | | | 56.3 | | | | | | $ | 3,814.8 | | | | | 56.0 | | |

Mixed-signal Microcontrollers

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- Our expectation that certain supply chain constraints will continue through calendar 2022 and into calendar 2023;

- That local governments could require us or our suppliers to reduce production, cease operations, or implement mandatory vaccine requirements, and we could experience constraints in fulfilling customer orders;

- The effect of product mix, capacity utilization, yields, fixed cost absorption, competition and economic conditions on gross margin;

- Our expectation that in the future we will acquire additional businesses that we believe will complement our existing businesses;

- Our expectation that in the future we will enter into joint development agreements or other strategic relationships with other companies;

- The level of orders that will be received and shipped within a quarter, including the impact of our product lead times;

- Our ability to increase the proprietary portion of our analog product line and the effect of such an increase;

- That we adjust capacity utilization to respond to actual and anticipated business and industry-related conditions;

- That manufacturing costs will be reduced by transition to advanced process technologies;

- Our expectation that foundry capacity will continue to be limited due to strong demand for wafers across the industry;

- Our expectation that we will continue to operate our manufacturing facilities at or above normal capacity if the current supply constraints relative to demand continue;

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- The accuracy of our estimates used in valuing employee equity awards;

- The accuracy of our estimated tax rate;

- Our intention to satisfy the lesser of the principal amount or the conversion value of our Convertible Debt in cash;

Substantially all of the

*Business Combinations*

All of our business combinations are accounted for at fair value under the acquisition method of accounting.

Under the acquisition method of accounting, (i) acquisition-related costs, except for those costs incurred to issue debt or equity securities, will be expensed in the period incurred; (ii) non-controlling interests will be valued at fair value at the acquisition date; (iii) in-process research and development will be recorded at fair value as an intangible asset at the acquisition date and amortized once the technology reaches technological feasibility; (iv) restructuring costs associated with a business combination will be expensed subsequent to the acquisition date; and (v) changes in deferred tax asset valuation allowances and income tax uncertainties after the acquisition date will be recognized through income tax expense.

The measurement of the fair value of assets acquired and liabilities assumed requires significant judgment.

The valuation of intangible assets, in particular, requires that we use valuation techniques such as the income approach.

The income approach includes the use of a discounted cash flow model, which includes discounted cash flow scenarios and requires the following significant estimates: revenue, expenses, capital spending and other costs, and discount rates based on the respective risks of the cash flows.

Under the acquisition method of accounting, the aggregate amount of consideration we pay for a company is allocated to net tangible assets and intangible assets based on their estimated fair values as of the acquisition date.

The excess of the purchase price over the value of the net tangible assets and intangible assets is recorded to goodwill.

On an annual basis, we test goodwill for impairment and through March 31, 2022, we have never recorded an impairment charge related to goodwill.

*Share-based Compensation*

We utilize RSUs with a service condition as our primary equity incentive compensation instrument for employees and also grant market-based and performance-based PSUs to executive officers and employees.

Share-based compensation cost for RSUs with a service condition or performance-based PSUs is measured on the grant date based on the fair market value of our common stock discounted for expected future dividends and is recognized as expense on a straight-line basis over the requisite service periods.

We estimate the fair value of PSUs with a market condition using a Monte Carlo simulation model as of the date of grant using historical volatility.

Total share-based compensation expense recognized during the fiscal 2022 was $210.2 million, of which $175.9 million was reflected in operating expenses and $34.3 million was reflected in cost of sales.

Total share-based compensation included in our inventory was $7.5 million at March 31, 2022.

If there are any modifications or cancellations of the underlying unvested securities, we may be required to accelerate, increase or cancel any remaining unearned share-based compensation expense.

Future share-based compensation expense and unearned share-based compensation will increase to the extent that we grant additional equity awards to employees or we assume unvested equity awards in connection with acquisitions.

In periods where our production levels are substantially below our normal operating capacity, the reduced production levels of our manufacturing facilities are charged directly to cost of sales.

During fiscal 2022, we operated at above normal

capacity levels.

During fiscal 2021, we operated at below normal capacity levels primarily due to general economic conditions and uncertainty from the COVID-19 pandemic resulting in unabsorbed capacity charges of $29.6 million.

Generally, adjustments will be recorded in periods subsequent to the initial recognition if the taxing authority has completed an audit of the period that results in the position being effectively settled or if the statute of limitation expires.

*Convertible Debt*

Upon issuance, we separately account for the liability and equity components of our Convertible Debt by estimating the fair values of the i) liability component without a conversion feature and ii) the conversion feature.

As of March 31, [removed: 2022,] [added: 2023,] our [added: current and] long-term debt totaled [removed: $7.84] [added: $6.47] billion.

We have no interest rate exposure to rate changes on our fixed rate debt, which totaled [removed: $6.44] [added: $6.37] billion as of March 31, [removed: 2022.][added: 2023.]

We [removed: do] have interest rate exposure with respect to the [removed: $1.40 billion] [added: $100.0 million] of our variable interest rate debt outstanding [added: under our Revolving Credit Facility] as of March 31, [removed: 2022.][added: 2023.]

A 50-basis point increase in interest rates would [removed: impact] [added: increase] our expected annual interest expense for the next 12 months by approximately [removed: $7.0] [added: $0.5] million.

*Interest Rate Risk*

We intend to finance the repayment of a portion of our fixed rate debt maturing within the next 12 months using available borrowings under our Revolving Credit Facility, at which point, changes in interest rates will have a more significant impact on our interest expense.

For additional information, refer to "Note 5.

Debt" for a summary of our debt obligations by maturity date.

*Inflation Risk*

Inflation has not had a material adverse impact on our operating results in recent periods.

However, if our costs were to continue to become subject to significant inflationary pressures, we may not be able to continue to offset such higher costs through price increases which could adversely impact our operating results.

[Table of Contents](#i9429f00699b5406988569ab6594f6757_238)

| | | | [added: 2023 | | | | | |] 2022 | | | | | | 2021 | | | [added: | | | | | | | | | | | | | | | | | | | | |]

| Cash and cash equivalents | | | $ | [removed: 317.4] [added: 234.0] | | | | | $ | [removed: 280.0] [added: 317.4] | |

| Short-term investments | | | [removed: 2.0] [added: —] | | | | | | 2.0 | | |

| Accounts receivable, net | | | [removed: 1,072.6] [added: 1,305.3] | | | | | | [removed: 997.7] [added: 1,072.6] | | |

| Inventories | | | [removed: 854.4] [added: 1,324.9] | | | | | | [removed: 665.0] [added: 854.4] | | |

| Other current assets | | | [removed: 206.2] [added: 205.1] | | | | | | [removed: 200.5] [added: 206.2] | | |

| Total current assets | | | [removed: 2,452.6] [added: 3,069.3] | | | | | | [removed: 2,145.2] [added: 2,452.6] | | |

| Property, plant and equipment, net | | | [removed: 967.9] [added: 1,177.9] | | | | | | [removed: 854.7] [added: 967.9] | | |

| Goodwill | | | 6,673.6 | | | | | | [removed: 6,670.6] [added: 6,673.6] | | |

| Intangible assets, net | | | [removed: 4,043.1] [added: 3,369.0] | | | | | | [removed: 4,794.8] [added: 4,043.1] | | |

| Long-term deferred tax assets | | | [removed: 1,797.1] [added: 1,623.3] | | | | | | [removed: 1,749.2] [added: 1,797.1] | | |

| Other assets | | | [removed: 265.2] [added: 457.2] | | | | | | [removed: 264.3] [added: 265.2] | | |

| Total assets | | | $ | [removed: 16,199.5] [added: 16,370.3] | | | | | $ | [removed: 16,478.8] [added: 16,199.5] | |

| Accounts payable | | | $ | [removed: 344.7] [added: 396.9] | | | | | $ | [removed: 292.4] [added: 344.7] | |

| Accrued liabilities | | | [removed: 1,054.3] [added: 1,323.5] | | | | | | [removed: 794.3] [added: 1,054.3] | | |

| Current portion of long-term debt | | | [removed: —] [added: 1,398.2] | | | | | | [removed: 1,322.9] [added: —] | | |

| Total current liabilities | | | [removed: 1,399.0] [added: 3,118.6] | | | | | | [removed: 2,409.6] [added: 1,399.0] | | |

| Long-term debt | | | [removed: 7,687.4] [added: 5,041.7] | | | | | | [removed: 7,581.2] [added: 7,687.4] | | |

| Long-term income tax payable | | | [removed: 704.6] [added: 705.7] | | | | | | [removed: 689.9] [added: 704.6] | | |

| Long-term deferred tax liability | | | [removed: 39.8] [added: 42.7] | | | | | | [removed: 43.9] [added: 39.8] | | |

| Other long-term liabilities | | | [removed: 473.9] [added: 948.0] | | | | | | [removed: 417.1] [added: 473.9] | | |

| Common stock, $0.001 par value; authorized 900,000,000 shares; [removed: 577,805,396] [added: 577,805,623] shares issued and [removed: 554,500,524] [added: 545,459,814] shares outstanding at March 31, [removed: 2022; 568,958,158] [added: 2023; 577,805,396] shares issued and [removed: 547,057,188] [added: 554,500,524] shares outstanding at March 31, [removed: 2021] [added: 2022] | | | [removed: 0.6] [added: 0.5] | | | | | | [removed: 0.5] [added: 0.6] | | |

| Additional paid-in capital | | | [removed: 2,535.9] [added: 2,413.3] | | | | | | [removed: 2,403.1] [added: 2,535.9] | | |

| Common stock held in treasury: [removed: 23,304,872] [added: 32,345,809] shares at March 31, [removed: 2022; 21,900,970] [added: 2023; 23,304,872] shares at March 31, [removed: 2021] [added: 2022] | | | [removed: (796.3)] [added: (1,660.2)] | | | | | | [removed: (433.8)] [added: (796.3)] | | |

| Accumulated other comprehensive loss | | | [removed: (20.6)] [added: (4.1)] | | | | | | [removed: (26.2)] [added: (20.6)] | | |

| Retained earnings | | | [removed: 4,175.2] [added: 5,764.1] | | | | | | [removed: 3,393.5] [added: 4,175.2] | | |

| Total stockholders' equity | | | [removed: 5,894.8] [added: 6,513.6] | | | | | | [removed: 5,337.1] [added: 5,894.8] | | |

| Total liabilities and stockholders' equity | | | $ | [removed: 16,199.5] [added: 16,370.3] | | | | | $ | [removed: 16,478.8] [added: 16,199.5] | |

| | | | [removed: 2022] | | | | | | [removed: 2021] | | | | | | [removed: 2020 | | | | | | | | |] [added: 2023] | | | | | | [added: 2022] | | | | | | [added: 2021] | | |

| Net sales | | | $ | [removed: 6,820.9] [added: 8,438.7] | | | | | $ | [removed: 5,438.4] [added: 6,820.9] | | | | | $ | [removed: 5,274.2] [added: 5,438.4] | | | | | | | | | | | | | | | | | | | | | | |

| Cost of sales | | | [removed: 2,371.3] [added: 2,740.8] | | | | | | [removed: 2,059.6] [added: 2,371.3] | | | | | | [removed: 2,032.1] [added: 2,059.6] | | | | | | | | | | | | | | | | | | | | | | | |

| Gross profit | | | [removed: 4,449.6] [added: 5,697.9] | | | | | | [removed: 3,378.8] [added: 4,449.6] | | | | | | [removed: 3,242.1] [added: 3,378.8] | | | | | | | | | | | | | | | | | | | | | | | |

| Research and development | | | [removed: 989.1] [added: 1,118.3] | | | | | | [removed: 836.4] [added: 989.1] | | | | | | [removed: 877.8] [added: 836.4] | | | | | | | | | | | | | | | | | | | | | | | |

| Selling, general and administrative | | | [removed: 718.9] [added: 797.7] | | | | | | [removed: 610.3] [added: 718.9] | | | | | | [removed: 676.6] [added: 610.3] | | | | | | | | | | | | | | | | | | | | | | | |

| Amortization of acquired intangible assets | | | [removed: 862.5] [added: 669.9] | | | | | | [removed: 932.3] [added: 862.5] | | | | | | [removed: 993.9] [added: 932.3] | | | | | | | | | | | | | | | | | | | | | | | |

| Special [added: (income)] charges and other, net | | | [removed: 29.5] [added: (4.0)] | | | | | | [removed: 1.7] [added: 29.5] | | | | | | [removed: 46.7] [added: 1.7] | | | | | | | | | | | | | | | | | | | | | | | |

| Operating expenses | | | [removed: 2,600.0] [added: 2,581.9] | | | | | | [removed: 2,380.7] [added: 2,600.0] | | | | | | [removed: 2,595.0] [added: 2,380.7] | | | | | | | | | | | | | | | | | | | | | | | |

| Operating income | | | [removed: 1,849.6] [added: 3,116.0] | | | | | | [removed: 998.1] [added: 1,849.6] | | | | | | [removed: 647.1] [added: 998.1] | | | | | | | | | | | | | | | | | | | | | | | |

| Other [added: comprehensive] income [removed: (expense):] | | | [added: —] | | | | | | [added: —] | | | | | | [added: —] | | | | | | [added: —] | | | | | | [added: 16.5] | | | | | | [added: —] | | | | | | [added: 16.5 | | | | | | | | | | | | | | |]

| Interest income | | | [removed: 0.5] [added: 2.1] | | | | | | [removed: 1.7] [added: 0.5] | | | | | | [removed: 2.8] [added: 1.7] | | | | | | | | | | | | | | | | | | | | | | | |

F-4

[Table of Contents](#i67f06957943a4e668c54f881aae43082_277)

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[Table of Contents](#i67f06957943a4e668c54f881aae43082_277)

[Table of Contents](#i67f06957943a4e668c54f881aae43082_277)

[Table of Contents](#i67f06957943a4e668c54f881aae43082_277)

[Table of Contents](#i67f06957943a4e668c54f881aae43082_277)

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| Repurchase of common stock | | | — | | | | | | — | | | | | | 12.9 | | | | | | (945.8) | | | | | | — | | | | | | — | | | | | | (945.8) | | | | | | | | | | | | | | |

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| Balance at March 31, 2023 | | | 577.8 | | | | | | $ | 2,413.8 | | | | | 32.3 | | | | | | $ | (1,660.2) | | | | | $ | (4.1) | | | | | $ | 5,764.1 | | | | | $ | 6,513.6 | | | | | | | | | | | | | |

[Table of Contents](#i67f06957943a4e668c54f881aae43082_277)

The Company entered into LTSAs with certain of its customers that purchase through distributors or directly from the Company.

Under these LTSAs, the Company receives an upfront deposit and minimum purchase commitments from the customer in exchange for assured supply over the contract period, which typically ranges from three to five years.

If the customer meets the minimum purchase commitments defined in the contract, the Company returns the deposit to the customer.

If not, the Company may retain all, or a portion of the deposit which will be recognized as revenue as the remaining performance obligations under the LTSAs are satisfied.

The upfront deposits collected by the Company are recorded as deferred revenue in accrued liabilities or other long-term liabilities depending on the expected timing of the satisfaction of the underlying performance obligations.

[Table of Contents](#i67f06957943a4e668c54f881aae43082_277)

Generally, adjustments will be recorded in periods subsequent to the initial recognition in light of changing facts and circumstances, such as the closing of a tax audit, the refinement of an estimate, the closing of a statutory audit period or changes in applicable law.

[Table of Contents](#i67f06957943a4e668c54f881aae43082_277)

The increase to the cash taxes is not expected to have an adverse effect to the Company’s liquidity.

Inventory costs generally consist of material, labor, depreciation and overhead costs.

[Table of Contents](#i67f06957943a4e668c54f881aae43082_277)

The Company presents short-term debt obligations, which include debt obligations with a contractual maturity within 12 months of the balance sheet date and Convertible Debt that is convertible as of the balance sheet date, as long-term debt on the consolidated balance sheets when the Company has the intent and ability to utilize proceeds from its Revolving Credit Facility to refinance such debt on a long-term basis.

Discounts and issuance costs directly related to the issuance of debt are amortized over the term as interest expense under the effective interest rate method or on a straight-line basis in the case of the Company's Revolving Credit Facility.

After the adoption of ASU 2020-06-*Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity's Own Equity,* on April 1, 2022, the Company accounts for its Convertible Debt as a single liability with no separate accounting for embedded conversion features.

The Company accounts for privately negotiated settlements of its Convertible Debt as induced conversions, resulting in an inducement loss measured as the difference between the fair value of the consideration transferred and the fair value of the original terms of the instrument on the acceptance date.

The remaining consideration transferred, after reducing the carrying amount of the Convertible Debt, is recorded as a reduction to additional paid-in-capital on the Company’s consolidated balance sheets.

For a discussion of the financial statement impact related to the adoption of ASU 2020-06, refer to "Recently Adopted Accounting Pronouncements".

[Table of Contents](#i67f06957943a4e668c54f881aae43082_277)

[Table of Contents](#i67f06957943a4e668c54f881aae43082_277)

Government Incentives

The Company receives government incentives for qualifying capital investments, research and development, and other activities as defined by the relevant government entities awarding the grants.

Government grants, including non-income tax incentives, are recognized when there is reasonable assurance that the grant will be received and the Company will comply with the conditions specified in the grant agreement.

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[Table of Contents](#i9429f00699b5406988569ab6594f6757_238)

| Reclassification of realized transactions, net of tax effect | | | | | | | | | | | | | | | 0.9 | | | | | | 1.1 | | | | | | 0.8 | | |

| Purchases of available-for-sale investments | | | — | | | | | | — | | | | | | (2.0) | | |

| Sales of available-for-sale investments and marketable equity securities | | | — | | | | | | — | | | | | | 4.7 | | |

| Proceeds from borrowings on Bridge Loan Facility | | | — | | | | | | — | | | | | | 611.9 | | |

| Restricted cash | | | $ | — | | | | | $ | — | | | | | $ | 25.0 | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Balance at March 31, 2019 | | | 506.5 | | | | | | $ | 2,679.8 | | | | | 31.3 | | | | | | $ | (582.2) | | | | | $ | (20.7) | | | | | $ | 3,210.6 | | | | | $ | 5,287.5 | | | | | | | | | | | | | |

| Other comprehensive income | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 0.4 | | | | | | — | | | | | | 0.4 | | | | | | | | | | | | | | |

| Shares issued to settle convertible debt | | | 10.3 | | | | | | 351.8 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 351.8 | | | | | | | | | | | | | | |

In August 2021, at our Annual Meeting of Stockholders, our stockholders approved a two-for-one forward stock split and the amendment and restatement of the Company's Certificate of Incorporation to increase the number of authorized shares of common stock from 450.0 million shares to 900.0 million shares.

As a result, each stockholder of record at the close of market on October 4, 2021 received one additional share of common stock for every share held.

Such shares were distributed after the close of trading on October 12, 2021.

All share, equity award, and per share amounts and related shareholders' equity balances presented herein have been adjusted to reflect the stock split.

The final transaction price is

Product Warranty

The Company typically warrants its products against defects in materials and workmanship and non-conformance to specifications for 12 to 24 months.

The majority of the Company's product warranty claims are settled through the return of the defective product and the shipment of replacement product.

Warranty returns are included within the Company's allowance for returns, which is based on historical return rates.

Actual future returns could differ from the allowance established.

In addition, the Company accrues a liability for specific warranty costs expected to be settled other than through product return and replacement, if a loss is probable and can be reasonably estimated.

Product warranty expenses were immaterial for the fiscal years ended March 31, 2022, 2021, and 2020.

Advertising Costs

The Company expenses all advertising costs as incurred.

Advertising costs were immaterial for the fiscal years ended March 31, 2022, 2021 and 2020.

Restructuring Charges

Restructuring charges are included within special charges and other, net in the consolidated statements of income and are primarily comprised of employee separation costs, asset impairments, contract exit costs and costs of facility consolidation and closure, including the related gains or losses associated with the sale of owned facilities.

Employee separation costs include one-time termination benefits that are recognized as a liability at estimated fair value at the time of communication to employees, unless future service is required, in which case the costs are recognized ratably over the future service period.

Ongoing termination benefits are recognized as a liability at estimated fair value when the amount of such benefits are probable and reasonably estimable.

Contract exit costs include contract termination fees and ROU asset impairments recognized on the cease-use date of leased facilities.

A liability for contract termination fees is recognized in the period in which the Company terminates the contract.

Generally, adjustments will be recorded in periods subsequent to the initial recognition if the taxing authority has completed an audit of the period or if the statute of limitation expires.

Derivative Instruments

Derivative instruments are required to be recorded at fair value as either assets or liabilities in the Company's consolidated balance sheet.

The Company's accounting policies for derivative instruments depends on whether the instrument has been designated and qualifies as part of a hedging relationship and further, on the type of hedging relationship.

The Company does not apply hedge accounting to foreign currency forward contracts.

Gains and losses associated with currency rate changes on forward contracts are recorded currently in income.

These gains and losses have been immaterial to the Company's financial statements.

[removed: Refer to Note 11] [added: Commitments and Contingencies"] to our consolidated financial statements for information regarding legal proceedings.

Refer to "Note 10.

For the fiscal year ended March 31, [removed: 2022][added: 2023]

[removed: ][added: ]

| Delaware | | | [removed: 0-21184] | | | 86-0629024 | | |

| (State or Other Jurisdiction of Incorporation or Organization) | | | [removed: (Commission File No.)] | | | (IRS Employer Identification No.) | | |

Securities registered pursuant to Section 12(g) of the Act: [removed: None][added: None]

| [removed: Large accelerated filer | | | ☒ | | | Accelerated] [added: Non-accelerated] filer | | | [removed: ☐] [added: ☐] | | | [removed: Non-accelerated filer] | | | [removed: ☐] | | | Smaller reporting company | | | [removed: ☐ | | | Emerging growth company | | | ☐] [added: ☐] | | |

Aggregate market value of the voting and non-voting common equity held by non-affiliates as of September 30, [removed: 2021] [added: 2022] based upon the closing price of the common stock as reported by the NASDAQ Global Market on such date was approximately [removed: $41.7] [added: $32.9] billion.

Number of shares of Common Stock, $0.001 par value, outstanding as of May [removed: 12, 2022: 554,501,300] [added: 22, 2023: 545,384,035] shares

| Documents Incorporated by Reference | | | | | | [removed: | | |]

| Document | | | [removed: | | |] Part of Form 10-K | | |

| Annual Report on Form 10-K for the fiscal year ended March 31, [removed: 2021 | | |] [added: 2022] | | | II | | |

| [Item [removed: 1A.](#i9429f00699b5406988569ab6594f6757_217)] [added: 1A.](#i67f06957943a4e668c54f881aae43082_235)] | | | [Risk [removed: Factors](#i9429f00699b5406988569ab6594f6757_217)] [added: Factors](#i67f06957943a4e668c54f881aae43082_235)] | | | [removed: [12](#i9429f00699b5406988569ab6594f6757_217)] [added: [12](#i67f06957943a4e668c54f881aae43082_235)] | | |

| [Item [removed: 1B.](#i9429f00699b5406988569ab6594f6757_274)] [added: 1B.](#i67f06957943a4e668c54f881aae43082_310)] | | | [Unresolved Staff [removed: Comments](#i9429f00699b5406988569ab6594f6757_274)] [added: Comments](#i67f06957943a4e668c54f881aae43082_310)] | | | [removed: [30](#i9429f00699b5406988569ab6594f6757_274)] [added: [33](#i67f06957943a4e668c54f881aae43082_310)] | | |

| [Item [removed: 3.](#i9429f00699b5406988569ab6594f6757_214)] [added: 3.](#i67f06957943a4e668c54f881aae43082_232)] | | | [Legal [removed: Proceedings](#i9429f00699b5406988569ab6594f6757_214)] [added: Proceedings](#i67f06957943a4e668c54f881aae43082_232)] | | | [removed: [31](#i9429f00699b5406988569ab6594f6757_214)] [added: [34](#i67f06957943a4e668c54f881aae43082_232)] | | |

| [Item [removed: 4.](#i9429f00699b5406988569ab6594f6757_280)] [added: 4.](#i67f06957943a4e668c54f881aae43082_316)] | | | [Mine Safety [removed: Disclosures](#i9429f00699b5406988569ab6594f6757_280)] [added: Disclosures](#i67f06957943a4e668c54f881aae43082_316)] | | | [removed: [31](#i9429f00699b5406988569ab6594f6757_280)] [added: [34](#i67f06957943a4e668c54f881aae43082_316)] | | |

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| [Item [removed: 8.](#i9429f00699b5406988569ab6594f6757_301)] [added: 8.](#i67f06957943a4e668c54f881aae43082_331)] | | | [Financial Statements and Supplementary [removed: Data](#i9429f00699b5406988569ab6594f6757_301)] [added: Data](#i67f06957943a4e668c54f881aae43082_331)] | | | [removed: [47](#i9429f00699b5406988569ab6594f6757_301)] [added: [49](#i67f06957943a4e668c54f881aae43082_331)] | | |

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| [removed: [I](#i9429f00699b5406988569ab6594f6757_3157)[tem 9C.](#i9429f00699b5406988569ab6594f6757_3157)] [added: [Item 9C.](#i67f06957943a4e668c54f881aae43082_343)] | | | [Disclosure Regarding Foreign Jurisdictions That Prevent [removed: Inspections](#i9429f00699b5406988569ab6594f6757_3157)] [added: Inspections](#i67f06957943a4e668c54f881aae43082_343)] | | | [removed: [49](#i9429f00699b5406988569ab6594f6757_3157)] [added: [50](#i67f06957943a4e668c54f881aae43082_343)] | | |

| [Item [removed: 10.](#i9429f00699b5406988569ab6594f6757_316)] [added: 10.](#i67f06957943a4e668c54f881aae43082_346)] | | | [Directors, Executive Officers and Corporate [removed: Governance](#i9429f00699b5406988569ab6594f6757_316)] [added: Governance](#i67f06957943a4e668c54f881aae43082_346)] | | | [removed: [49](#i9429f00699b5406988569ab6594f6757_316)] [added: [50](#i67f06957943a4e668c54f881aae43082_346)] | | |

| [Item [removed: 11.](#i9429f00699b5406988569ab6594f6757_319)] [added: 11.](#i67f06957943a4e668c54f881aae43082_349)] | | | [Executive [removed: Compensation](#i9429f00699b5406988569ab6594f6757_319)] [added: Compensation](#i67f06957943a4e668c54f881aae43082_349)] | | | [removed: [49](#i9429f00699b5406988569ab6594f6757_319)] [added: [51](#i67f06957943a4e668c54f881aae43082_349)] | | |

| [Item [removed: 12.](#i9429f00699b5406988569ab6594f6757_322)] [added: 12.](#i67f06957943a4e668c54f881aae43082_352)] | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i9429f00699b5406988569ab6594f6757_322)] [added: Matters](#i67f06957943a4e668c54f881aae43082_352)] | | | [removed: [50](#i9429f00699b5406988569ab6594f6757_322)] [added: [51](#i67f06957943a4e668c54f881aae43082_352)] | | |

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| [Item [removed: 14.](#i9429f00699b5406988569ab6594f6757_328)] [added: 14.](#i67f06957943a4e668c54f881aae43082_358)] | | | [Principal Accountant Fees and [removed: Services](#i9429f00699b5406988569ab6594f6757_328)] [added: Services](#i67f06957943a4e668c54f881aae43082_358)] | | | [removed: [50](#i9429f00699b5406988569ab6594f6757_328)] [added: [51](#i67f06957943a4e668c54f881aae43082_358)] | | |

| [Item [removed: 15.](#i9429f00699b5406988569ab6594f6757_334)] [added: 15.](#i67f06957943a4e668c54f881aae43082_361)] | | | [Exhibits and Financial Statement [removed: Schedules](#i9429f00699b5406988569ab6594f6757_334)] [added: Schedules](#i67f06957943a4e668c54f881aae43082_361)] | | | [removed: [50](#i9429f00699b5406988569ab6594f6757_334)] [added: [52](#i67f06957943a4e668c54f881aae43082_361)] | | |

| [Item [removed: 16.](#i9429f00699b5406988569ab6594f6757_337)] [added: 16.](#i67f06957943a4e668c54f881aae43082_364)] | | | [Form 10-K [removed: Summary](#i9429f00699b5406988569ab6594f6757_337)] [added: Summary](#i67f06957943a4e668c54f881aae43082_364)] | | | [removed: [50](#i9429f00699b5406988569ab6594f6757_337)] [added: [52](#i67f06957943a4e668c54f881aae43082_364)] | | |

| Credit Agreement | | | | | | Amended and Restated Credit Agreement, dated as of December 16, 2021, among the Company, as borrower, the lenders from time to time party thereto, and [removed: J.P.Morgan] [added: J.P. Morgan] Chase Bank, N.A., as administrative agent | | |

Risk Factors," beginning below at page [removed: [12](#i9429f00699b5406988569ab6594f6757_217),] [added: [12](#i67f06957943a4e668c54f881aae43082_235),] and elsewhere in this Form 10-K.

Our synergistic product portfolio empowers disruptive growth trends, including 5G, data centers, [removed: artificial intelligence and machine learning,] [added: sustainability,] Internet of Things (IoT) and edge computing, advanced driver assist systems (ADAS) and autonomous driving, and electric vehicles, in key end markets such as automotive, aerospace and defense, communications, consumer appliances, data centers and computing, and industrial.

[removed: The] [added: In the first half of fiscal 2021, the] COVID-19 pandemic initially resulted in a global disruption in economic activity by adversely affecting production, creating supply chain and market disruption, and adversely impacting businesses and individuals.

While our global manufacturing sites [removed: are] [added: have been] fully [removed: operational,] [added: operational in recent periods,] we strategically implemented plans intended to provide more assurance of business continuity in the event severe outbreaks or government requirements were to impact our operations.

Competitive pressures require OEMs [removed: of a wide variety of products] to expand product functionality and provide differentiation while maintaining or reducing cost.

Embedded control systems typically incorporate a [removed: microcontroller] [added: mixed-signal microcontroller, microprocessor or FPGA] as the principal active, and sometimes sole, component.

A [added: mixed-signal] microcontroller is a self-contained computer-on-a-chip consisting of a central processing unit, often with on-board non-volatile program memory for program storage, random access memory for data storage and various analog and digital input/output peripheral capabilities.

In addition to the [added: mixed-signal] microcontroller, a complete embedded control system often incorporates application-specific software, various analog, mixed-signal, timing, connectivity, security and non-volatile memory components such as EEPROMs and Flash memory.

The increasing demand for embedded control systems has made the market for [added: mixed-signal] microcontrollers a significant segment of the semiconductor market at [removed: $22.5 billion] [added: $26.9 billion1] in calendar year [removed: 2021.][added: 2022.]

Commission File Number 0-21184

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| Large accelerated filer | | | ☒ | | | | | | | | | Accelerated filer | | | ☐ | | |

| | | | | | | | | | | | | Emerging growth company | | | ☐ | | |

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).

☐

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| Proxy Statement for the 2023 Annual Meeting of Stockholders (will be filed within 120 days after the end of the fiscal year to which this report relates) | | | III | | |

| [Item 1.](#i67f06957943a4e668c54f881aae43082_280) | | | [Business](#i67f06957943a4e668c54f881aae43082_280) | | | [4](#i67f06957943a4e668c54f881aae43082_280) | | |

| [Item 2.](#i67f06957943a4e668c54f881aae43082_313) | | | [Properties](#i67f06957943a4e668c54f881aae43082_313) | | | [34](#i67f06957943a4e668c54f881aae43082_313) | | |

| [Item 6.](#i67f06957943a4e668c54f881aae43082_319) | | | [\[Reserved\]](#i67f06957943a4e668c54f881aae43082_319) | | | [36](#i67f06957943a4e668c54f881aae43082_319) | | |

| | | | [Exhibit Index](#i67f06957943a4e668c54f881aae43082_367) | | | [53](#i67f06957943a4e668c54f881aae43082_367) | | |

| | | | [Signatures](#i67f06957943a4e668c54f881aae43082_370) | | | [57](#i67f06957943a4e668c54f881aae43082_370) | | |

| | | | [Power of Attorney](#i67f06957943a4e668c54f881aae43082_373) | | | [58](#i67f06957943a4e668c54f881aae43082_373) | | |

| CHIPS Act | | | | | | CHIPS and Science Act of 2022 | | |

| ESG | | | | | | Environmental, social and governance | | |

| LTSAs | | | | | | Long-term supply agreements | | |

| Senior Credit Facilities | | | | | | Revolving Credit Facility and Term Loan Facility | | |

[Table of Contents](#i67f06957943a4e668c54f881aae43082_277)

Strong customer demand for our products continued to outpace capacity in fiscal 2022 and fiscal 2023.

However, in recent months, many of our customers felt the effects of slowing economic activity and increasing business uncertainty and customer requests to push out or cancel backlog increased in the March 2023 quarter.

Consistent with the slowing macroeconomic environment, and the growth in our inventory, we have paused most of our factory expansion activity, reduced our planned capital investments for fiscal 2024, and taken steps to lower our inventory in the coming quarters.

We are unable to predict the timing or impact of any such slowdown on our business.

Although orders under such program cannot be cancelled or rescheduled by the customer, in recent periods, we have accommodated requests by customers to push-out certain orders to help them manage inventory levels and, in some cases, to help other customers that are experiencing supply shortages.

Since the March 2022 quarter, we have been entering into long-term supply agreements (LTSAs) with certain of our customers for products that will be shipped in future periods.

We also entered into certain LTSAs with key suppliers.

[Table of Contents](#i67f06957943a4e668c54f881aae43082_277)

Some versions of

[Table of Contents](#i67f06957943a4e668c54f881aae43082_277)

*1Source: 2022 Gartner Worldwide Semiconductor Market Share by End Market*

*Mixed-signal Microcontrollers*

[Table of Contents](#i67f06957943a4e668c54f881aae43082_277)

During fiscal 2023, we continued our multi-year $800 million expansion and capital equipment investment plan to increase Fab 4's capacity to support more advanced technologies by implementing process improvements, upgrading existing equipment, and adding new equipment and two clean rooms.

In February 2023, we announced our plan to invest $880 million over the next several years to expand our silicon carbide (SiC) and silicon production capacity, including the production of 8-inch wafers, at our Fab 5 facility.

[Table of Contents](#i67f06957943a4e668c54f881aae43082_277)

We plan to continue to invest in assembly and test equipment to increase our internal capacity capabilities and transition certain outsourced assembly and test capacity to our internal facilities.

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| Proxy Statement for the 2022 Annual Meeting of Stockholders | | | | | | III | | |

| [Item 1.](#i9429f00699b5406988569ab6594f6757_244) | | | [Business](#i9429f00699b5406988569ab6594f6757_244) | | | [4](#i9429f00699b5406988569ab6594f6757_244) | | |

| [Item 2.](#i9429f00699b5406988569ab6594f6757_277) | | | [Properties](#i9429f00699b5406988569ab6594f6757_277) | | | [31](#i9429f00699b5406988569ab6594f6757_277) | | |

| [Item 6.](#i9429f00699b5406988569ab6594f6757_292) | | | [\[Reserved\]](#i9429f00699b5406988569ab6594f6757_292) | | | [33](#i9429f00699b5406988569ab6594f6757_292) | | |

| | | | [Exhibit Index](#i9429f00699b5406988569ab6594f6757_340) | | | [51](#i9429f00699b5406988569ab6594f6757_340) | | |

| | | | [Signatures](#i9429f00699b5406988569ab6594f6757_343) | | | [55](#i9429f00699b5406988569ab6594f6757_343) | | |

| | | | [Power of Attorney](#i9429f00699b5406988569ab6594f6757_346) | | | [56](#i9429f00699b5406988569ab6594f6757_346) | | |

[Table of Contents](#i9429f00699b5406988569ab6594f6757_238)

However, strong customer demand outpaced capacity improvements in fiscal 2022 as we continued to experience constraints in our internal and external factories and their related manufacturing supply chains.

We expect that certain supply chain constraints will persist through calendar 2022 and into calendar 2023.

*Microcontrollers*

worldwide microcontroller market.

We have shipped more than 31.6 billion microcontrollers to customers worldwide since 1990.

During fiscal 2022, we increased capacity at our Thailand and Philippines facilities to support more technologies by making process improvements, upgrading existing equipment, and adding equipment.

We

Over time, we intend to continue to migrate a portion of the outsourced assembly and test activities to our internal facilities.

The decrease in the distribution percentage of our total net sales was primarily due to lower Preferred Supply Program participation among our distributors as priority of supply under the Preferred Supply Program is more prevalent with direct customers.

- price

infringement could be avoided.

| Mitchell R. Little | | | | | | 70 | | | | | | Senior Vice President, Worldwide Client Engagement | | |

*Mr. Little* was promoted to Senior Vice President in 2019 and has served as Vice President of Worldwide Sales since July 2000.

He has been employed by Microchip since 1989 and has served as a Vice President in various roles since September 1993.

Mr. Little holds a B.S. degree in Engineering Technology from United Electronics Institute.

In November 2021, Mr. Little notified the Company of his decision to retire from the Company effective May 31, 2022.

[Table of Contents](#i67f06957943a4e668c54f881aae43082_277)

[Table of Contents](#i9429f00699b5406988569ab6594f6757_238)

At March 31, [removed: 2022,] [added: 2023,] we owned and used the facilities described below:

| Chandler, Arizona | | | | | | [removed: 687,000] [added: 720,000] | | | | | | Executive and administrative offices, wafer probe, R&D center, sales and marketing, and computer and service functions | | |

| Chacherngsao, Thailand | | | | | | [removed: 267,100] [added: 287,300] | | | | | | Assembly and test, warehousing and administrative offices | | |

| Shanghai, China | | | | | | 21,000 | | | | | | R&D, sales and marketing [removed: support] and administrative offices | | |

See page 42 for a discussion of the capacity utilization of our manufacturing facilities.

[Table of Contents](#i67f06957943a4e668c54f881aae43082_277)

[Table of Contents](#i9429f00699b5406988569ab6594f6757_238)

[removed: ][added: ]

*$100 invested on March 31, [removed: 2017] [added: 2018] in stock or index, including reinvestment of dividends

Copyright © [removed: 2022] [added: 2023] Standard & Poor's, a division of S&P Global.

| | | | [removed: | | |] Cumulative Total Return | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | [removed: | | | March 2017] [added: 2018] | | | | | | [removed: March 2018] [added: 2019] | | | | | | [removed: March 2019] [added: 2020] | | | | | | [removed: March 2020] [added: 2021] | | | | | | [removed: March 2021] [added: 2022] | | | | | | [removed: March 2022] [added: 2023] | | |

The information in this Form 10-K appearing under the heading "Stock Price Performance Graph" is being "furnished" pursuant to Item 201(e) of Regulation S-K and shall not be deemed to be "soliciting material" or "filed" with the SEC or subject [removed: to Regulation 14A or 14C, other than as provided in Item 201(e) of Regulation S-K, or to the liabilities of Section 18 of the Exchange Act except to the extent that we specifically request that it be treated as such.]

On May [removed: 12, 2022,] [added: 22, 2023,] there were approximately [removed: 546] [added: 547] holders of record of our common stock.

[removed: For a description of our dividend policies, see Part II, Item 7,] "Management's Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources," included herein.

Security Ownership of Certain Beneficial Owners And Management And Related Stockholder Matters," at page [removed: [50](#i9429f00699b5406988569ab6594f6757_322)] [added: [51](#i67f06957943a4e668c54f881aae43082_352)] below, for the information required by Item 201(d) of Regulation S-K with respect to securities authorized for issuance under our equity compensation plans at March 31, [removed: 2022.][added: 2023.]

The following table sets forth our purchases of our common stock in the three months ended March 31, [removed: 2022:][added: 2023:]

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| | | | March | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Microchip Technology Incorporated | | | 100.00 | | | | | | 92.40 | | | | | | 76.74 | | | | | | 177.94 | | | | | | 174.37 | | | | | | 197.78 | | |

| S&P 500 Stock Index | | | 100.00 | | | | | | 109.50 | | | | | | 101.86 | | | | | | 159.25 | | | | | | 184.17 | | | | | | 169.94 | | |

| Philadelphia Semiconductor Index | | | 100.00 | | | | | | 107.11 | | | | | | 118.23 | | | | | | 248.25 | | | | | | 275.69 | | | | | | 263.73 | | |

[Table of Contents](#i67f06957943a4e668c54f881aae43082_277)

to Regulation 14A or 14C, other than as provided in Item 201(e) of Regulation S-K, or to the liabilities of Section 18 of the Exchange Act except to the extent that we specifically request that it be treated as such.

For a description of our dividend policies, see Part II, Item 7.

| January 1, 2023 - January 31, 2023 | | | | | | — | | | | | | $ | — | | | | | — | | | | | | | | |

| February 1, 2023 - February 28, 2023 | | | | | | 1,846,335 | | | | | | $ | 83.08 | | | | | 1,846,335 | | | | | | | | |

| March 1, 2023 - March 31, 2023 | | | | | | 1,471,341 | | | | | | $ | 81.87 | | | | | 1,471,341 | | | | | | | | |

| | | | | | | 3,317,676 | | | | | | | | | | | | 3,317,676 | | | | | | $ | 2,628.6 | |

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| Microchip Technology Incorporated | | | | | | 100.00 | | | | | | 125.97 | | | | | | 116.39 | | | | | | 96.66 | | | | | | 224.15 | | | | | | 219.65 | | |

| S&P 500 Stock Index | | | | | | 100.00 | | | | | | 113.99 | | | | | | 124.82 | | | | | | 116.11 | | | | | | 181.54 | | | | | | 209.94 | | |

| Philadelphia Semiconductor Index | | | | | | 100.00 | | | | | | 133.58 | | | | | | 143.08 | | | | | | 157.93 | | | | | | 331.62 | | | | | | 368.27 | | |

[Table of Contents](#i9429f00699b5406988569ab6594f6757_238)

| January 1, 2022 - January 31, 2022 | | | | | | — | | | | | | $ | — | | | | | — | | | | | | | | |

| February 1, 2022 - February 28, 2022 | | | | | | 2,115,188 | | | | | | $ | 73.14 | | | | | 2,115,188 | | | | | | | | |

| March 1, 2022 - March 31, 2022 | | | | | | 1,519,444 | | | | | | $ | 69.06 | | | | | 1,519,444 | | | | | | | | |

| | | | | | | 3,634,632 | | | | | | | | | | | | 3,634,632 | | | | | | $ | 3,574.4 | |

[Table of Contents](#i67f06957943a4e668c54f881aae43082_277)

[Table of Contents](#i9429f00699b5406988569ab6594f6757_238)

Our management, including our principal executive officer and our principal financial officer, is responsible for establishing and maintaining adequate internal control over financial reporting to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with U.S. [removed: GAAP.]

Management assessed our internal control over financial reporting as of March 31, [removed: 2022,] [added: 2023,] the end of our fiscal year.

Ernst & Young LLP, an independent registered public accounting firm, who audited our consolidated financial statements included in this Form 10-K has issued an attestation report on our internal control over financial reporting as of March 31, [removed: 2022,] [added: 2023,] which is included on page [removed: F-[4](#i9429f00699b5406988569ab6594f6757_358).][added: F-[3](#i67f06957943a4e668c54f881aae43082_385).]

[removed: Other than with respect to our transition of Microsemi to our systems and control environment as described above, during] [added: During] the three months ended March 31, [removed: 2022,] [added: 2023,] there was no change in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rule 13a-15 or Rule 15d-15 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

[Table of Contents](#i67f06957943a4e668c54f881aae43082_277)

GAAP.

During the three months ended March 31, 2022, we transitioned certain of Microsemi's processes to our internal control processes and we expect to transition more of such processes throughout the remainder of calendar year 2022.

[Table of Contents](#i9429f00699b5406988569ab6594f6757_238)

[removed: Chapman,] [added: Eric Bjornholt,] our [removed: Board Member, have] [added: Senior Vice President and Chief Financial Officer has] entered into [added: a] trading [removed: plans] [added: plan] as contemplated by Rule 10b-5-1 under the Exchange Act and periodic sales of our common stock have occurred and are expected to occur under such plans.

J.

Steve Sanghi, our Executive Chair, J.

Eric Bjornholt, our Senior Vice President and Chief Financial Officer, Mitch Little, our Senior Vice President, Worldwide Client Engagement, and Matthew W.

Information on the members of our Board of Directors is incorporated herein by reference to our proxy statement for our [removed: 2022] [added: 2023] annual meeting of stockholders under the captions "The Board of Directors," and "Proposal One – Election of Directors."

Information on the composition of our audit committee and the members of our audit committee, including information on our audit committee financial experts, is incorporated by reference to our proxy statement for our [removed: 2022] [added: 2023] annual meeting of stockholders under the caption "The Board of Directors – Committees of the Board of Directors – Audit Committee."

Information on our executive officers is provided in Item 1, Part I of this Form 10-K under the caption "Executive Officers of the Registrant" at page [removed: [11](#i9429f00699b5406988569ab6594f6757_271),] [added: [11](#i67f06957943a4e668c54f881aae43082_307),] above.

Information with respect to our code of ethics that applies to our directors, executive officers (including our principal executive officer and our principal financial and accounting officer) and employees is incorporated by reference to our proxy statement for our [removed: 2022] [added: 2023] annual meeting of stockholders under the caption "Code of Business Conduct and Ethics." A copy of our Code of Business Conduct and Ethics is available on our website at the Investor Relations section under Mission Statement/Corporate Governance on www.microchip.com.

Information regarding material changes, if any, to procedures by which security holders may recommend nominees to our Board of Directors is incorporated by reference to our proxy statement for the [removed: 2022] [added: 2023] annual meeting of stockholders under the caption "Requirements, Including Deadlines, for Receipt of Stockholder Proposals for the [removed: 2022] [added: 2023] Annual Meeting of Stockholders; Discretionary Authority to Vote on Stockholder Proposals."

[Table of Contents](#i67f06957943a4e668c54f881aae43082_277)

Information with respect to compliance with Section 16(a) of the Exchange Act, is incorporated herein by reference to our proxy statement for our 2022 annual meeting of stockholders under the caption "Delinquent Section 16(a) Reports."

Information with respect to executive compensation is incorporated herein by reference to the information under the caption "Executive Compensation" in our proxy statement for our [removed: 2022] [added: 2023] annual meeting of stockholders.

Information with respect to director compensation is incorporated herein by reference to the information under the caption "The Board of Directors – Director Compensation" in our proxy statement for our [removed: 2022] [added: 2023] annual meeting of stockholders.

Information with respect to compensation committee interlocks and insider participation in compensation decisions is incorporated herein by reference to the information under the caption "The Board of Directors – Compensation Committee Interlocks and Insider Participation" in our proxy statement for our [removed: 2022] [added: 2023] annual meeting of stockholders.

Our Board compensation committee report on executive compensation is incorporated herein by reference to the information under the caption "Executive Compensation – Compensation Committee Report on Executive Compensation" in our proxy statement for our [removed: 2022] [added: 2023] annual meeting of stockholders.

[Table of Contents](#i9429f00699b5406988569ab6594f6757_238)

Information with respect to securities authorized for issuance under our equity compensation plans is incorporated herein by reference to the information under the caption "Executive Compensation – Equity Compensation Plan Information" in our proxy statement for our [removed: 2022] [added: 2023] annual meeting of stockholders.

Information with respect to security ownership of certain beneficial owners, members of our Board of Directors and management is incorporated herein by reference to the information under the caption "Security Ownership of Principal Stockholders, Directors and Executive Officers" in our proxy statement for our [removed: 2022] [added: 2023] annual meeting of stockholders.

The information required by this Item pursuant to Item 404 of Regulation S-K is incorporated by reference to the information under the caption "Certain Transactions" contained in our proxy statement for our [removed: 2022] [added: 2023] annual meeting of stockholders.

The information required by this Item pursuant to Item 407(a) of Regulation S-K regarding the independence of our directors is incorporated by reference to the information under the caption "Meetings of the Board of Directors" contained in our proxy statement for our [removed: 2022] [added: 2023] annual meeting of stockholders.

The information required by this Item related to principal accountant fees and services as well as related pre-approval policies is incorporated by reference to the information under the caption "Independent Registered Public Accounting Firm" contained in our proxy statement for our [removed: 2022] [added: 2023] annual meeting of stockholders.

[Table of Contents](#i67f06957943a4e668c54f881aae43082_277)

| | | | Report of Independent Registered Public Accounting Firm (PCAOB ID: 42) | | | [removed: F-[1](#i9429f00699b5406988569ab6594f6757_355)] [added: F-[1](#i67f06957943a4e668c54f881aae43082_382)] | | |

| | | | Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting | | | [removed: F-[4](#i9429f00699b5406988569ab6594f6757_358)] [added: F-[3](#i67f06957943a4e668c54f881aae43082_385)] | | |

| | | | Consolidated Balance Sheets as of March 31, [removed: 2022] [added: 2023] and [removed: 2021] [added: 2022] | | | [removed: F-[5](#i9429f00699b5406988569ab6594f6757_16)] [added: F-[4](#i67f06957943a4e668c54f881aae43082_16)] | | |

| | | | Consolidated Statements of Income for each of the three years in the period ended March 31, [removed: 2022] [added: 2023] | | | [removed: F-[6](#i9429f00699b5406988569ab6594f6757_19)] [added: F-[5](#i67f06957943a4e668c54f881aae43082_19)] | | |

| | | | Consolidated Statements of Comprehensive Income for each of the three years in the period ended March 31, [removed: 2022] [added: 2023] | | | [removed: F-[7](#i9429f00699b5406988569ab6594f6757_22)] [added: F-[6](#i67f06957943a4e668c54f881aae43082_22)] | | |

| | | | Consolidated Statements of Cash Flows for each of the three years in the period ended March 31, [removed: 2022] [added: 2023] | | | [removed: F-[8](#i9429f00699b5406988569ab6594f6757_25)] [added: F-[7](#i67f06957943a4e668c54f881aae43082_25)] | | |

| | | | Consolidated Statements of Changes in Equity for each of the three years in the period ended March 31, [removed: 2022] [added: 2023] | | | [removed: F-[10](#i9429f00699b5406988569ab6594f6757_28)] [added: F-[9](#i67f06957943a4e668c54f881aae43082_28)] | | |

| | | | Notes to Consolidated Financial Statements | | | [removed: F-[11](#i9429f00699b5406988569ab6594f6757_31)] [added: F-[10](#i67f06957943a4e668c54f881aae43082_31)] | | |

| Exhibit Number | | | Exhibit Description | | | Form | | | File Number | | | | | | Exhibit | | | Filing Date | | | [removed: Included] [added: Filed or Furnished] Herewith | | |

| 10.4 | | | [Form of Indemnification Agreement between Registrant and its directors and certain of its [removed: officers](https://www.sec.gov/Archives/edgar/data/827054/000082705422000094/ex104q4fy22.htm)] [added: officers](http://www.sec.gov/Archives/edgar/data/827054/000082705422000094/ex104q4fy22.htm)] | | | [added: 10-K] | | | [added: 000-21184] | | | | | | [added: 10.4] | | | [added: May 20, 2022] | | | [removed: X] | | |

| [removed: 10.11*] [added: 10.13*] | | | [Management Incentive Compensation Plan (as amended through February 26, 2021)](http://www.sec.gov/Archives/edgar/data/827054/000082705421000065/exhibit101managementincent.htm) | | | 8-K | | | 000-21184 | | | | | | 10.1 | | | March 2, 2021 | | | | | |

| [removed: 10.12*] [added: 10.14*] | | | [Microchip Technology Incorporated Supplemental Retirement Plan](http://www.sec.gov/Archives/edgar/data/827054/000095014702001573/ex4-1_1.txt) | | | S-8 | | | 333-101696 | | | | | | 4.1.1 | | | December 6, 2002 | | | | | |

| [removed: 10.13*] [added: 10.15*] | | | [Amendments to Supplemental Retirement Plan](http://www.sec.gov/Archives/edgar/data/827054/000110465906007461/a06-4622_1ex10d1.htm) | | | 10-Q | | | 000-21184 | | | | | | 10.1 | | | February 9, 2006 | | | | | |

| [removed: 10.14*] [added: 10.16*] | | | [Amended and Restated Adoption Agreement to the Microchip Technology Incorporated Supplemental Retirement Plan dated October 8, 2008, as amended December 15, 2008](http://www.sec.gov/Archives/edgar/data/827054/000082705416000344/ex1028.htm) | | | 10-K | | | 000-21184 | | | | | | 10.28 | | | May 24, 2016 | | | | | |

| [removed: 10.15*] [added: 10.17*] | | | [2004 Equity Incentive Plan, as amended [removed: and restated on October 12, 2021](http://www.sec.gov/Archives/edgar/data/827054/000082705421000280/ex101q2fy22.htm)] [added: through May 24, 2022](http://www.sec.gov/Archives/edgar/data/827054/000082705422000148/ex101q1fy23.htm)] | | | 10-Q | | | 000-21184 | | | | | | 10.1 | | | [removed: November 4, 2021] [added: August 2, 2022] | | | | | |

| [removed: 10.16*] [added: 10.18*] | | | [2001 Employee Stock Purchase Plan, as amended through October 12, 2021](http://www.sec.gov/Archives/edgar/data/827054/000082705421000280/ex102q2fy22.htm) | | | 10-Q | | | 000-21184 | | | | | | 10.2 | | | November 4, 2021 | | | | | |

| [removed: 10.17*] [added: 10.19*] | | | [1994 International Employee Stock Purchase Plan, as amended through October 12, 2021](http://www.sec.gov/Archives/edgar/data/827054/000082705421000280/ex103q2fy22.htm) | | | 10-Q | | | 000-21184 | | | | | | 10.3 | | | November 4, 2021 | | | | | |

| [removed: 10.18*] [added: 10.20*] | | | [Form of Notice of Grant of Restricted Stock Units (Performance) for 2004 Equity Incentive Plan (including Exhibit A Performance [removed: Matrix)](https://www.sec.gov/Archives/edgar/data/827054/000082705422000094/ex1018q4fy22.htm)] [added: Matrix)](http://www.sec.gov/Archives/edgar/data/827054/000082705422000094/ex1018q4fy22.htm)] | | | [added: 10-K] | | | [added: 000-21184] | | | | | | [added: 10.18] | | | [added: May 20, 2022] | | | [removed: X] | | |

| [removed: 10.19*] [added: 10.21*] | | | [Form of Notice of Grant of Restricted Stock Units for 2004 Equity Incentive [removed: Plan](https://www.sec.gov/Archives/edgar/data/827054/000082705422000094/ex1019q4fy22.htm)] [added: Plan](http://www.sec.gov/Archives/edgar/data/827054/000082705422000094/ex1019q4fy22.htm)] | | | [added: 10-K] | | | [added: 000-21184] | | | | | | [added: 10.19] | | | [added: May 20, 2022] | | | [removed: X] | | |

| [removed: 10.20*] [added: 10.24*] | | | [Change of Control Severance [removed: Agreement](http://www.sec.gov/Archives/edgar/data/827054/000082705408000248/ex10_1.htm)] [added: Agreement (Single Trigger)](http://www.sec.gov/Archives/edgar/data/827054/000082705408000248/ex10_1.htm)] | | | 8-K | | | 000-21184 | | | | | | 10.1 | | | December 18, 2008 | | | | | |

| [removed: 10.21*] [added: 10.25*] | | | [Change of Control Severance [removed: Agreement](http://www.sec.gov/Archives/edgar/data/827054/000082705408000248/ex10_2.htm)] [added: Agreement (Double Trigger)](http://www.sec.gov/Archives/edgar/data/827054/000082705408000248/ex10_2.htm)] | | | 8-K | | | 000-21184 | | | | | | 10.2 | | | December 18, 2008 | | | | | |

| [removed: 10.22] [added: 10.26] | | | [Development Agreement dated as of [removed: August 29,] [added: July 17,] 1997 by and between Registrant and the City of [removed: Chandler,] [added: Tempe,] Arizona](http://www.sec.gov/Archives/edgar/data/827054/0000950147-98-000110.txt) | | | 10-Q | | | 000-21184 | | | | | | [removed: 10.1] [added: 10.2] | | | February 13, 1998 | | | | | |

| [removed: 21.1] [added: 21.1] | | | [Subsidiaries of [removed: Registrant](https://www.sec.gov/Archives/edgar/data/827054/000082705422000094/ex211q4fy22.htm)] [added: Registrant](https://www.sec.gov/Archives/edgar/data/827054/000082705423000080/ex211q4fy23.htm)] | | | | | | | | | | | | | | | | | | X | | |

| 23.1 | | | [Consent of Independent Registered Public Accounting [removed: Firm](https://www.sec.gov/Archives/edgar/data/827054/000082705422000094/ex231q4fy22.htm)] [added: Firm](https://www.sec.gov/Archives/edgar/data/827054/000082705423000080/ex231q4fy23.htm)] | | | | | | | | | | | | | | | | | | X | | |

| [removed: 24.1] [added: 24.1] | | | [Power of [removed: Attorney](#i9429f00699b5406988569ab6594f6757_346)] [added: Attorney](#i67f06957943a4e668c54f881aae43082_373)] | | | | | | | | | | | | | | | | | | X | | |

| [removed: 31.1] [added: 31.1] | | | [Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended (the Exchange [removed: Act)](https://www.sec.gov/Archives/edgar/data/827054/000082705422000094/ex311q4fy22.htm)] [added: Act)](https://www.sec.gov/Archives/edgar/data/827054/000082705423000080/ex311q4fy23.htm)] | | | | | | | | | | | | | | | | | | X | | |

| [removed: 31.2] [added: 31.2] | | | [Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended (the Exchange [removed: Act)](https://www.sec.gov/Archives/edgar/data/827054/000082705422000094/ex312q4fy22.htm)] [added: Act)](https://www.sec.gov/Archives/edgar/data/827054/000082705423000080/ex312q4fy23.htm)] | | | | | | | | | | | | | | | | | | X | | |

| 32 | | | [Certifications Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/827054/000082705422000094/ex32q4fy22.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/827054/000082705423000080/ex32q4fy23.htm)] | | | | | | | | | | | | | | | | | | X | | |

| 104 | | | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL [removed: document.] [added: document and contained in Exhibit 101] | | | | | | | | | | | | | | | | | | X | | |

| May [removed: 20, 2022] [added: 25, 2023] | | | By: /s/ Ganesh Moorthy | | |

IN WITNESS WHEREOF, each of the undersigned has executed the foregoing power of attorney on this [removed: 20th] [added: 25th] day of May, [removed: 2022.][added: 2023.]

| /s/ Ganesh Moorthy | | | | | | | | | President, Chief Executive Officer, and Director | | | | | | May [removed: 20, 2022] [added: 25, 2023] | | |

| /s/ Steve Sanghi | | | | | | | | | Executive Chair | | | | | | May [removed: 20, 2022] [added: 25, 2023] | | |

| /s/ Matthew W. Chapman | | | | | | | | | Director | | | | | | May [removed: 20, 2022] [added: 25, 2023] | | |

| /s/ Esther L. Johnson | | | | | | | | | Director | | | | | | May [removed: 20, 2022] [added: 25, 2023] | | |

| /s/ Karlton D. Johnson | | | | | | | | | Director | | | | | | May [removed: 20, 2022] [added: 25, 2023] | | |

| /s/ Wade F. Meyercord | | | | | | | | | Director | | | | | | May [removed: 20, 2022] [added: 25, 2023] | | |

| /s/ Karen M. Rapp | | | | | | | | | Director | | | | | | May [removed: 20, 2022] [added: 25, 2023] | | |

| /s/ J. Eric Bjornholt | | | | | | | | | Senior Vice President and Chief Financial Officer | | | | | | May [removed: 20, 2022] [added: 25, 2023] | | |

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| Exhibit Number | | | Exhibit Description | | | Form | | | File Number | | | | | | Exhibit | | | Filing Date | | | Filed or Furnished Herewith | | |

| 10.11* | | | [Notice of Grant of Restricted Stock Units (PSU, 8 Quarters, Ops Matrix)](https://www.sec.gov/Archives/edgar/data/827054/000082705423000080/ex1011q4fy23.htm) | | | | | | | | | | | | | | | | | | X | | |

| 10.12* | | | [Notice of Grant of Restricted Stock Units (PSU, 12 Quarters, Updated Ops Matrix)](https://www.sec.gov/Archives/edgar/data/827054/000082705423000080/ex1012q4fy23.htm) | | | | | | | | | | | | | | | | | | X | | |

[Table of Contents](#i67f06957943a4e668c54f881aae43082_277)

| Exhibit Number | | | Exhibit Description | | | Form | | | File Number | | | | | | Exhibit | | | Filing Date | | | Filed or Furnished Herewith | | |

| 10.22* | | | [Form of Notice of Grant of Restricted Stock Units (Performance) for 2004 Equity Incentive Plan (including Exhibit A Performance Matrix)](http://www.sec.gov/Archives/edgar/data/827054/000082705422000193/ex101q2fy23.htm) | | | 10-Q | | | 000-21184 | | | | | | 10.1 | | | November 3, 2022 | | | | | |

| 10.23* | | | [Amended and Restated Form of Notice of Grant of Restricted Stock Units (Performance) for 2004 Equity Incentive Plan (including Exhibit A Performance Matrix)](http://www.sec.gov/Archives/edgar/data/827054/000082705423000020/ex101q3fy23.htm) | | | 10-Q | | | 000-21184 | | | | | | 10.1 | | | February 2, 2023 | | | | | |

| 19.1 | | | [Insider Trading Policy](https://www.sec.gov/Archives/edgar/data/827054/000082705423000080/ex191q4fy23.htm) | | | | | | | | | | | | | | | | | | X | | |

| 19.2 | | | [Requirements for 10b5-1 Trading Plans](https://www.sec.gov/Archives/edgar/data/827054/000082705423000080/ex192q4fy23.htm) | | | | | | | | | | | | | | | | | | X | | |

[Table of Contents](#i67f06957943a4e668c54f881aae43082_277)

| Exhibit Number | | | Exhibit Description | | | Form | | | File Number | | | | | | Exhibit | | | Filing Date | | | Filed or Furnished Herewith | | |

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| /s/ Robert A. Rango | | | | | | | | | Director | | | | | | May 25, 2023 | | |

| Robert A. Rango | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | |

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| 10.23 | | | [Addendum to Development Agreement by and between Registrant and the City of Tempe, Arizona, dated May 11, 2000](http://www.sec.gov/Archives/edgar/data/827054/000095014701500896/ex10-14.txt) | | | 10-K | | | 000-21184 | | | | | | 10.14 | | | May 15, 2001 | | | | | |

| 10.24 | | | [Development Agreement dated as of July 17, 1997 by and between Registrant and the City of Tempe, Arizona](http://www.sec.gov/Archives/edgar/data/827054/0000950147-98-000110.txt) | | | 10-Q | | | 000-21184 | | | | | | 10.2 | | | February 13, 1998 | | | | | |

YEAR ENDED MARCH 31, [removed: 2022][added: 2023]

| Report of Independent Registered Public Accounting Firm (PCAOB ID: 42) | | | [removed: F-[1](#i9429f00699b5406988569ab6594f6757_355)] [added: F-[1](#i67f06957943a4e668c54f881aae43082_382)] | | |

| Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting | | | [removed: F-[4](#i9429f00699b5406988569ab6594f6757_358)] [added: F-[3](#i67f06957943a4e668c54f881aae43082_385)] | | |

| Consolidated Balance Sheets as of March 31, [removed: 2022] [added: 2023] and [removed: 2021] [added: 2022] | | | [removed: F-[5](#i9429f00699b5406988569ab6594f6757_16)] [added: F-[4](#i67f06957943a4e668c54f881aae43082_16)] | | |

| Consolidated Statements of Income for each of the three years in the period ended March 31, [removed: 2022] [added: 2023] | | | [removed: F-[6](#i9429f00699b5406988569ab6594f6757_19)] [added: F-[5](#i67f06957943a4e668c54f881aae43082_19)] | | |

| Consolidated Statements of Comprehensive Income for each of the three years in the period ended March 31, [removed: 2022] [added: 2023] | | | [removed: F-[7](#i9429f00699b5406988569ab6594f6757_22)] [added: F-[6](#i67f06957943a4e668c54f881aae43082_22)] | | |

| Consolidated Statements of Cash Flows for each of the three years in the period ended March 31, [removed: 2022] [added: 2023] | | | [removed: F-[8](#i9429f00699b5406988569ab6594f6757_25)] [added: F-[7](#i67f06957943a4e668c54f881aae43082_25)] | | |

| Consolidated Statements of Changes in Equity for each of the three years in the period ended March 31, [removed: 2022] [added: 2023] | | | [removed: F-[10](#i9429f00699b5406988569ab6594f6757_28)] [added: F-[9](#i67f06957943a4e668c54f881aae43082_28)] | | |

| Notes to Consolidated Financial Statements | | | [removed: F-[11](#i9429f00699b5406988569ab6594f6757_31)] [added: F-[10](#i67f06957943a4e668c54f881aae43082_31)] | | |

We have audited the accompanying consolidated balance sheets of Microchip Technology Incorporated [added: and subsidiaries] (the Company) as of March 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] the related consolidated statements of income, comprehensive income, changes in equity and cash flows for each of the three years in the period ended March 31, [removed: 2022,] [added: 2023,] and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at March 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the results of its operations and its cash flows for each of the three years in the period ended March 31, [removed: 2022,] [added: 2023,] in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of March 31, [removed: 2022,] [added: 2023,] based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated May [removed: 20, 2022] [added: 25, 2023] expressed an unqualified opinion thereon.

Critical Audit [removed: Matters][added: Matter]

The critical audit [removed: matters] [added: matter] communicated below [removed: are matters] [added: is a matter] arising from the current period audit of the financial statements that [removed: were] [added: was] communicated or required to be communicated to the audit committee and that: (1) [removed: relate] [added: relates] to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.

The communication of [added: the] critical audit [removed: matters] [added: matter] does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit [removed: matters] [added: matter] below, providing [added: a] separate [removed: opinions] [added: opinion] on the critical audit [removed: matters] [added: matter] or on the [removed: accounts] [added: account] or [removed: disclosures] [added: disclosure] to which [removed: they relate.][added: it relates.]

| *Description of the Matter* | | | | | | As more fully described in Note [removed: 12] [added: 11] to the consolidated financial statements, the Company operates in a number of tax jurisdictions and its income tax returns are subject to examination by tax authorities in those jurisdictions that may challenge [removed: any] tax [removed: position] [added: positions taken] on these returns. Because the matters challenged by authorities [removed: are typically] [added: can be] complex and subject to interpretation, their ultimate outcome is uncertain. The Company uses significant judgment in (1) determining whether a tax [removed: position’s] [added: position, based on its] technical [removed: merits are] [added: merits, is] more-likely-than-not to be sustained [added: upon examination] and (2) measuring the amount of tax benefit that qualifies for recognition. As of March 31, [removed: 2022,] [added: 2023,] the Company recognized accrued liabilities for unrecognized tax benefits associated with various tax positions totaling [removed: $804.1] [added: $848.0] million. [removed: Because of the complexity of tax laws and regulations, auditing] [added: Auditing] the recognition and measurement of unrecognized tax benefits [added: was challenging and] requires a high degree of auditor judgment and increased extent of effort, including the involvement of our tax [removed: professionals.] [added: professionals, because interpreting and applying tax laws can be complex.] | | |

| *How We Addressed the Matter in Our Audit* | | | | | | We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls over the Company’s accounting process for unrecognized tax benefits. This included testing controls over management’s review of the technical merits of tax positions, including the process to measure [removed: the] [added: their] financial statement [removed: impact of these tax matters.] [added: impact.] Our audit procedures included, among others, evaluating the [removed: assumptions] [added: judgments] the Company [removed: used] [added: made] to develop its [added: material] tax positions and related unrecognized tax benefit amounts by jurisdiction and testing the completeness and accuracy of the underlying data used by the Company to [removed: calculate its uncertain] [added: measure material unrecognized] tax [removed: positions.] [added: benefits.] We involved our tax [added: professionals, including international tax, transfer pricing and local] professionals located in [removed: the respective jurisdictions] [added: certain material jurisdictions, who used their knowledge and experience] to assess the technical merits of the Company’s tax positions and to evaluate the application of relevant tax laws in the Company’s recognition determination. We assessed the Company’s correspondence with the relevant tax authorities and evaluated tax [removed: or legal] opinions or other third-party advice obtained by the Company. We also evaluated the adequacy of the Company’s disclosures included in Note [removed: 12] [added: 11] in relation to these tax matters. | | |

We have audited Microchip Technology [removed: Incorporated’s] [added: Incorporated and subsidiaries’] internal control over financial reporting as of March 31, [removed: 2022,] [added: 2023,] based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, Microchip Technology Incorporated [added: and subsidiaries] (the Company) maintained, in all material respects, effective internal control over financial reporting as of March 31, [removed: 2022,] [added: 2023,] based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of March 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] the related consolidated statements of income, comprehensive income, changes in equity and cash flows for each of the three years in the period ended March 31, [removed: 2022,] [added: 2023,] and the related notes and our report dated May [removed: 20, 2022] [added: 25, 2023] expressed an unqualified opinion thereon.

[Table of Contents](#i67f06957943a4e668c54f881aae43082_277)

[Table of Contents](#i67f06957943a4e668c54f881aae43082_277)

Adoption of ASU No. 2020-06

As discussed in Note 1 to the consolidated financial statements, the Company changed its method of accounting for convertible debt instruments in the year ended March 31, 2023 due to the adoption of ASU No. 2020-06, Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity's Own Equity.

[Table of Contents](#i67f06957943a4e668c54f881aae43082_277)

May 25, 2023

[Table of Contents](#i67f06957943a4e668c54f881aae43082_277)

May 25, 2023

[Table of Contents](#i67f06957943a4e668c54f881aae43082_277)

[Table of Contents](#i9429f00699b5406988569ab6594f6757_238)

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Convertible debt transactions

| *Description of the Matter* | | | | | | As described in Note 6 to the consolidated financial statements, the Company privately negotiated several transactions to settle an aggregate of (1) $107.0 million principal amount of its 2015 Senior Convertible Debt, (2) $205.3 million principal amount of its 2017 Senior Convertible Debt and (3) $112.4 million principal amount of its 2017 Junior Convertible Debt. Through these transactions the Company provided holders an aggregate of (1) $424.7 million of cash and (2) 8.8 million shares of the Company’s common stock. The transactions were complex because the Company used significant judgment to estimate the current comparable borrowing rates for otherwise identical non-convertible debt instruments to determine the fair value of the liability components at each transaction date. Auditing the valuation of the liability components was challenging because the Company used complex valuation methodologies and subjective assumptions, including the expected volatility and credit spread. | | |

| *How We Addressed the Matter in Our Audit* | | | | | | We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s process to estimate the fair value of the liability components of the convertible debt instruments, including controls over management’s review of the valuation model and the significant assumptions used in the calculation. Our audit procedures included, among others, inspecting the transaction agreements and involving our internal valuation specialist to assist in evaluating the reasonableness of valuation methodologies, models and significant assumptions. We also performed sensitivity analyses to evaluate the reasonableness of certain significant assumptions, including the current comparable borrowing rates. We tested the completeness and accuracy of the underlying data supporting the significant assumptions and estimates. We also evaluated the Company’s financial statement disclosures related to these matters included in Note 6 to the consolidated financial statements. | | |

May 20, 2022

F-4