Microchip Technology (MCHP) 10-K risk factor changes: FY2024 vs FY2023

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

Risks Related to Cybersecurity, [added: Products,] Privacy, Intellectual Property, and Litigation

- risks related to compliance with [removed: privacy] [added: laws] and [added: regulations regarding privacy,] data protection [removed: laws] and [removed: regulations;][added: cybersecurity;]

- exposure to greater than anticipated income tax liabilities, changes in or the interpretation of tax rules and regulations [removed: including the TCJA,] or unfavorable assessments from tax audits;

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

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

- our ability to [removed: continue to] realize the expected benefits of our past or future acquisitions;

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

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

The financial [removed: failure] [added: decline] of a large licensee, 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.

If one of our counterparties becomes insolvent, files for bankruptcy, has business leverage, or [removed: stronger] [added: favorable] 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.

[removed: In particular, in fiscal 2023 and in fiscal 2022, we experienced] increased prices at certain suppliers for certain materials required for production purposes.

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

This could also impair [added: our] sourcing flexibility.

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, or sanctions, trade restrictions or tariffs or the impact of [removed: the COVID-19 pandemic] [added: public health concerns] that impair sourcing flexibility or increase costs.

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

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

Specifically, during fiscal [removed: 2023] [added: 2024] and fiscal [removed: 2022,] [added: 2023,] approximately [removed: 63%] [added: 64%] and [removed: 60%,] [added: 63%,] respectively, of our net sales came from products that were produced at outside wafer foundries.

Specifically, during fiscal [removed: 2023,] [added: 2024,] approximately 41% of our assembly requirements and [removed: 33%] [added: 29%] of our test requirements were performed by third-party contractors compared to approximately 41% of our assembly requirements and [removed: 36%] [added: 33%] of our test requirements during fiscal [removed: 2022.][added: 2023.]

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

Although we are continuing to expand our internal wafer fabrication, assembly and test capacity, we expect that our reliance on third-party contractors may increase over time as our business grows, and [removed: any inability to secure necessary external capacity could adversely affect our operating results.]

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

We expect to receive the cash benefit associated with the investment tax credit for qualifying capital expenditures in future periods and [removed: expect to apply] [added: have applied] 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.

Our future operating results could suffer if a significant contractor were to experience production difficulties, insufficient capacity, decreased manufacturing, reduced availability of labor, assembly and test yields, or increased costs due to disruptions [removed: from] [added: such as] political upheaval, infrastructure disruption or [removed: the COVID-19 pandemic.][added: pandemics.]

During fiscal [removed: 2022,] [added: 2024,] approximately [removed: 78%] [added: 75%] of our net sales were made to foreign customers, including [removed: 22%] [added: 18%] in [removed: China] [added: China, 12% in Taiwan] and [removed: 15%] [added: 10%] in [removed: Taiwan.][added: Germany.]

Although our sales in the Chinese market were very strong in calendar 2021, competition in China is intense, and China's economic growth slowed in calendar 2022 and [removed: into] [added: through the first half of] calendar 2023.

In [removed: the past,] [added: fiscal 2024,] economic weakness in the Chinese market adversely impacted our sales volumes in China.

Additionally, over the last several years, the impact of unpredictable COVID-19 related lockdowns and the adverse impact of the rapid transmission of COVID-19 when [removed: lock-downs] [added: lockdowns] in China were lifted has adversely impacted Chinese customers and the supply chain.

Weakening of foreign markets [removed: could result] [added: has resulted] in lower demand for our products, which [added: has adversely impacted our revenue in recent quarters and, if such conditions continue, it] could have a material adverse effect on our business, results of operations or financial conditions.

Please see the risks related to access to raw materials, components, or equipment on page [removed: [14](#i397f4110187540c091d62803d563e6a9_130345).][added: [14](#if409a649bc534898b1cdb48f1dd85ad0_130790).]

- changes in laws related to taxes, trade, environmental, health and safety, technical [removed: standards] [added: standards, climate change,] and consumer protection;

We depend on orders that are received and shipped in the same quarter and have limited visibility to product shipments other than orders placed under our [removed: Preferred Supply Program and under our] LTSAs.

The level of turns orders [added: has in the past and] may [removed: also decrease] in [added: the] future [removed: periods] [added: decrease] in [removed: situations] [added: periods] where customers are holding excess inventory of our products.

Our customers may have increased their order levels in [removed: recent] previous periods [added: of tight supply] to help ensure they have sufficient inventory of our products to meet their needs, or they may have been unable to sell their products at their forecasted levels which would reduce our level of turns orders.

[removed: To participate in the] Preferred Supply Program, customers [removed: are] [added: were] expected to place 12 months of orders, which [removed: cannot] [added: could not] be cancelled or rescheduled by the customer except in the event of price increases.

The capacity priority under the Preferred Supply Program began for shipments in July [removed: 2021.][added: 2021, and ended upon delivery of orders that were placed under the Preferred Supply Program prior to February 1, 2024.]

The Preferred Supply Program and the LTSAs are not a guarantee of supply; however, they [removed: will] [added: were designed to] provide the highest priority for those orders which are under these programs, and the capacity priority [removed: will be] [added: was] on a first-come, first-served basis until the available capacity [removed: is] [added: was] booked.

A significant portion of our [removed: capacity is] [added: backlog was] booked under these [removed: programs.][added: programs while the programs were in effect.]

[removed: Since these are relatively new programs, there] [added: There] can be no assurance that [removed: the] [added: these] programs will [added: continue to] be successful or that they will provide the benefits we expect to our business.

For example, in [removed: recent periods,] [added: the fourth quarter of fiscal 2023 and in fiscal 2024,] 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.

- the impact of the effects of sustained adverse climate change on our operations;

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- interruptions in and unauthorized access to our IT systems and security breaches or incidents impacting our systems, or data that we or our service providers maintain or otherwise process;

- exposure of our customers' business and proprietary confidential information due to security vulnerabilities of our products;

- risks related to use of artificial intelligence (AI);

- failure to meet ESG expectations, standards or disclosure requirements;

- impact regarding the responsible use of our technologies; and

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In particular, in fiscal 2023 and in fiscal 2022, we experienced

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However in fiscal 2024, the pricing environment stabilized compared to the two prior fiscal years.

Further, because we do not support the actions of Russia against Ukraine, in March 2022 we stopped selling products to customers and distributors located in Russia and Belarus.

As product demand softened in fiscal 2024, we took actions to selectively reduce our purchases from foundries.

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any inability to secure necessary external capacity could adversely affect our operating results.

If we do receive a CHIPS Act grant, the restrictions and operational requirements that are imposed on CHIPS Act grant recipients could add complexity to our operations and increase our costs.

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Although our backlog had been strong in fiscal 2022, fiscal 2023 and the first half of fiscal 2024, due to favorable business conditions and the impact of our Preferred Supply Program and our LTSAs, the business conditions that led us to implement the Preferred Supply Program changed and, as a result, on February 1, 2024, we discontinued the Preferred Supply Program for new orders.

This change in our Preferred Supply Program does not impact our LTSAs.

With the cancellation of the Preferred Supply Program, turns orders are once again key to our ability to meet our business objectives.

To participate in the original

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In August 2023, we modified our Preferred Supply Program to allow orders for six months of continuous backlog, and those orders could be cancelled or rescheduled if our planned delivery date was greater than six months from the request date.

For example, in the fourth quarter of fiscal 2023 and in fiscal 2024, we 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.

However, in the future, we may be unable to maintain average

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selling prices due to increased pricing pressure, including as a result of actions taken by foreign governments such as China to favor companies located in their own country, which could adversely impact our operating results.

In fiscal 2024, we operated at below normal capacity levels resulting in unabsorbed capacity charges of $40.7 million.

- slowing macroeconomic business conditions;

- growth in our inventories;

Changes in laws or rulemaking in jurisdictions where we have planned expansion may cause us to reconsider the location or size of such expansion plans.

For example, Regulation 27, a recently adopted rule in Colorado requires companies to significantly reduce greenhouse gas emissions in a short timeframe.

Because we have contractual obligations to certain customers to assess the impact that manufacturing process changes may have on the products that we provide to such customers, we have to take a measured approach when implementing changes to our facilities, manufacturing processes, and manufacturing inputs.

We have designed our Colorado expansion plan to meet the requirements of Regulation 27.

If we do receive government incentives through the CHIPS Act, or through foreign, state, and local grants, the restrictions and operational requirements that are associated with such grants could add complexity to our operations and increase our costs.

With regard to the CHIPS Act, we have signed a non-binding Preliminary Memorandum of Terms to receive a grant under the CHIPS Act for modernization and expansion of our Colorado Springs, Colorado facility and expansion of our Gresham, Oregon facilities.

These preliminary terms are subject to a comprehensive due diligence process and continued negotiation and

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review and ultimately may not result in us receiving CHIPS Act funding.

Our failure to conclude definitive agreements for any reason and receive final awards could make it more difficult to meet the requirements of Regulation 27, and could create a negative perception or reputational concern with respect to us and our business.

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

- ESG considerations; and

fluctuations in the industries into which such products are sold;

Such conditions may continue.

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

Although our backlog has been strong in recent periods due to favorable industry conditions and the impact of our Preferred Supply Program and our LTSAs, in the future we expect turns orders to remain important to our ability to meet our business objectives.

We believe these programs will enable us to be in a stronger position to make capacity and raw material commitments to our suppliers, buy capital equipment with confidence, hire employees and ramp up manufacturing and manufacture products more efficiently.

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

However, in the future, we may be unable to maintain average selling prices due to increased pricing pressure, which could adversely impact our operating results.

Our operating

We have announced our intent to expand our production capacity in the United States.

majeure clauses due to the impact of COVID-19.

If we are unable to alternately source

In the past, Microsemi experienced delays and reductions in appropriations on programs that included its products.

For example, in 2018 there were two federal government shutdowns.

For example, in 2014, the U.S. government terminated a $75 million contract with Microsemi.

The CHIPS Act, for example, contains technology licensing restrictions that we may be required to comply with if we receive a grant under this legislation.

We have been and

See "Note 10.

Commitments and Contingencies" to our consolidated financial statements for information regarding such matters which are still pending.

No goodwill impairment charges were recorded in fiscal 2023 or in fiscal 2022.

We recognized $1.8 million and $3.0 million of intangible asset impairment charges in fiscal 2023 and fiscal 2022, respectively.

We must attract and retain qualified personnel to be successful, and competition for qualified personnel has intensified in recent periods in our industry due to high demand for skilled employees.

Availability of labor is currently constrained in certain geographic markets in which we operate due to the tight and competitive labor market in our industry.

In addition, any release of such information or data or the failure to properly manage the collection, handling, transfer or disposal of such information may result in regulatory inquiries or penalties, enforcement actions, remediation obligations, claims for damages, litigation, and other sanctions.

We have analyzed the information that was compromised.

fully assess the magnitude or effects of a vulnerability, including the extent, if any, to which a vulnerability has been exploited.

In the event that these service providers do not properly safeguard the data that they hold, security breaches and loss of data could result.

At present, there are few, if any, viable alternatives to the SCCs.

providers, or subject us to sanctions by data protection regulators, all of which could adversely affect our business, financial condition and results of operations.

our obligations for liabilities such as warranties or indemnification for quality issues or intellectual property infringement.

For example, in October 2022, the U.S. Commerce Department published an interim final rule entitled "Implementation of Additional Export Controls: Certain Advanced Computing and Semiconductor Manufacturing Items; Supercomputer and Semiconductor End Use; Entity List Modification." This regulation imposes restrictions on advanced computing integrated

circuits (ICs), computer commodities that contain such ICs, as well as on certain semiconductor manufacturing items, and expands controls on transactions involving items for supercomputer and semiconductor manufacturing end-uses.

This rule, for example, expands the scope of foreign-produced items subject to license requirements for 28 existing entities on the Entity List that are located in China.

This ban was lifted in July 2018.

In fiscal 2020, the U.S. Commerce Department effectively banned U.S. companies from selling products or transferring technology to certain Chinese companies, including Huawei and their related companies worldwide.

For example, the Organization for Economic Cooperation and Development has been working on a Base Erosion and Profit Shifting Project and released an implementation package in December 2022 which provides a coordinated system to ensure that multinational enterprises pay a global minimum tax.

The guidelines and proposals may change aspects of the existing framework under which our tax obligations are determined in many of the countries where we do business.

Similarly, the

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](#i67f06957943a4e668c54f881aae43082_235)] [added: [12](#i1ad66fcde2cf4204829a806ef7448bb9_256)] and elsewhere in this Form 10-K.

- Our intent to vigorously defend our legal [removed: positions;][added: positions and our expectations of the impact of litigation on our operations;]

- [removed: Fluctuations] [added: The possibility of future pricing fluctuations] in our analog product line;

- Our expectations regarding [removed: LTSAs and] [added: LTSAs, the] Preferred Supply [removed: Program;][added: Program, and the realization of deferred revenue;]

- The amounts and timing, and our plans and expectations relating to the [added: U.S.] Statutory Notice of [removed: Deficiency] [added: Deficiencies] and proposed income adjustment from the Malaysian Inland Revenue Board;

- Our expectation regarding the treatment of our unrecognized tax benefits in [removed: calendar year 2023;][added: the next 12 months;]

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

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

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

Financial Statements and Supplementary Data." For an overview of our business and recent trends, refer to [removed: "Part I Item 1.][added: our "Business and Macroeconomic Environment" discussed below.]

We begin our Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) with a discussion of [added: our Business and Macroeconomic Environment followed by] the Critical Accounting Policies and Estimates that we believe are important to understanding the assumptions and judgments incorporated in our reported financial results.

We then discuss our results of operations for fiscal [removed: 2023] [added: 2024] compared to fiscal [removed: 2022,] [added: 2023,] 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: 2023] [added: 2024] compared to fiscal [removed: 2022.][added: 2023.]

For our discussion of our fiscal [removed: 2022] [added: 2023] results compared to fiscal [removed: 2021] [added: 2022] 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: 2022] [added: 2023] filed with the SEC on May [removed: 20, 2022] [added: 25, 2023] which is incorporated by reference herein.

We generate revenue primarily from sales of our semiconductor products to distributors and non-distributor customers (direct [removed: customers) and, to a lesser extent, from royalties paid by licensees of our intellectual property.][added: customers).]

We apply the following five-step approach to determine the timing and amount of revenue recognition: (i) identify the contract with the customer, (ii) identify performance obligations in the contract, (iii) determine the transaction [removed: price, (iv) allocate the transaction price to the performance obligations in the contract, and (v) recognize revenue when the performance obligation is satisfied.]

Sales [added: of semiconductor products] to our [removed: distributors] [added: customers] are governed by a [removed: distributor agreement, a] purchase order, [removed: and] an order [removed: acknowledgment.][added: acknowledgment, and a distributor agreement in the case of our distributor customers.]

Sales to [removed: distributors] [added: customers] do not meet the definition of a contract until the [removed: distributor] [added: customer] has sent in a purchase order, we have acknowledged the order, we have deemed the collectability of the consideration to be probable, and legally enforceable rights and obligations have been created.

[removed: After] [added: price, (iv) allocate] the transaction price [removed: has been determined and allocated] to the performance [removed: obligations, we] [added: obligations in the contract, and (v)] recognize revenue when the performance [removed: obligations are] [added: obligation is] satisfied.

Substantially all of the revenue generated from contracts with [removed: distributors] [added: customers] is recognized at, or near to, the time risk and title of the inventory transfers to the [removed: distributor.][added: customer, which is generally upon shipment.]

We [added: record a charge to cost of sales to] write down our inventory for estimated [removed: obsolescence] [added: excess, obsolete] or unmarketable inventory in an amount equal to the difference between the cost of inventory and the estimated net realizable value based upon assumptions about future demand and market conditions.

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

[removed: Historically, a] [added: A] 1% variance in the estimated demand for our products would have changed the estimated net realizable value of our inventory by approximately [removed: $4.0] [added: $3.2] million as of March 31, [removed: 2023.][added: 2024.]

Various taxing authorities in the U.S. and other countries in which we do business [added: may] scrutinize the tax structures employed by businesses.

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

Due to the inherent uncertainty in the estimation [removed: process] [added: process, including the complexity involved to interpret] and [added: apply tax laws, and] in consideration of the criteria of the accounting model, amounts recognized in the financial statements in periods subsequent to the initial recognition may significantly differ from the estimated exposure of the position under the accounting model.

The following table sets forth certain operational data as a percentage of net sales for fiscal [removed: 2023] [added: 2024] and fiscal [removed: 2022:][added: 2023:]

| Cost of sales | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: 32.5] [added: 34.6] | | | | | | [removed: 34.8] [added: 32.5] | | |

| Gross profit | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: 67.5] [added: 65.4] | | | | | | [removed: 65.2] [added: 67.5] | | |

| Research and development | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: 13.3] [added: 14.4] | | | | | | [removed: 14.5] [added: 13.3] | | |

| Selling, general and administrative | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: 9.5] [added: 9.6] | | | | | | [removed: 10.5] [added: 9.5] | | |

| Amortization of acquired intangible assets | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: 7.8] [added: 7.9] | | | | | | [removed: 12.7] [added: 7.8] | | |

| Special (income) charges and other, net | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: —] [added: (0.2)] | | | | | | [removed: 0.4] [added: —] | | |

| Operating income | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: 36.9] [added: 33.7] | | % | | | | [removed: 27.1] [added: 36.9] | | % |

The following table summarizes our net sales for fiscal [removed: 2023] [added: 2024] and fiscal [removed: 2022] [added: 2023] (dollars in millions):

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | Change | | |

| Net sales | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | $ | [removed: 8,438.7] [added: 7,634.4] | | | | | $ | [removed: 6,820.9] [added: 8,438.7] | | | | | [removed: 23.7] [added: (9.5)] | | % |

Our price increases were implemented at various times and in various amounts throughout fiscal [removed: 2022 and fiscal] 2023 with respect to our very broad range of customers and products.

These price increases [removed: also] contributed to the [removed: increase] [added: change] in net sales during fiscal [removed: 2023 compared to fiscal 2022.][added: 2024.]

[removed: Additionally, the] [added: The] increase in net sales was [removed: positively impacted by] [added: primarily due to] strength in [removed: all of] our [added: FPGA] product [removed: lines.][added: line.]

- Our expectations regarding investments in our manufacturing capacity;

- Our intent, including length, timing, and planned shutdown days, to reduce production levels at global fabrication facilities and its impact on inventory levels;

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- Our plans to modify and enhance our cybersecurity risk management processes and strategy;

- Our expectations regarding our tax expense, cash taxes and effective tax rate;

- Our expectation that the global minimum tax (GMT) will not have a material impact on our fiscal 2025 results;

- Our expected debt obligation maturities and plans to refinance our existing debt;

- Our expectations regarding the amount, timing, and future applications for investment tax credits under the CHIPS Act;

- Our expectations regarding past or potential future acquisitions, joint development agreements or other strategic relationships and any related benefits; and

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Business and Macroeconomic Environment

While strong customer demand for our products outpaced capacity in fiscal 2023, many of our customers felt the adverse effects of slowing economic activity, increasing business uncertainty, persistent inflation and higher interest rates in the March 2023 quarter which continued through fiscal 2024.

During this period, we continued to receive requests to push out or cancel backlog resulting from customer actions to reduce inventory levels.

However, beginning in the March 2024 quarter, we started seeing improvements in our business and customer requests to push out or cancel backlog started to decrease, bookings started to increase and the number of expedites and shipment pull in requests are growing.

At the same time we continue to prioritize our efforts to manage our high inventory levels, and during the June 2024 quarter, we reduced production levels and implemented up to two weeks of shutdown days in our global production facilities.

Consistent with the weak macroeconomic environment, most of our factory expansion activity remains paused and we have reduced our planned capital investments through fiscal 2025.

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

In response to industry capacity conditions improving and our product lead times reducing, we discontinued our Preferred Supply Program in February 2024 with respect to all new orders.

We had initially launched our Preferred Supply Program in February 2021 to provide our customers with prioritized capacity when product demand in the industry significantly exceeded supply.

Since the March 2022 quarter, we have been entering into LTSAs with certain of our customers for products that will be shipped in future periods.

We also entered into certain LTSAs with key suppliers.

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Overall, our estimates of adjustments to contract price due to variable consideration under our contracts with distributor customers, based on our assumptions, have been materially consistent with our actual results.

However, these estimates are subject to management’s judgment and actual provisions could be different from our estimates, resulting in future adjustments to our revenue and operating results.

A 100-basis point increase in the blended price concession rate would have changed the measurement of our refund liability recorded within accrued liabilities by $10.1 million.

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circumstances, such as the closing of a tax audit, the closing of a statutory audit period or changes in applicable law.

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2024 | | | | | | 2023 | | |

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The decrease in net sales in fiscal 2024 compared to fiscal 2023 was primarily due to adverse economic conditions, including slowing economic activity, increasing business uncertainty, persistent inflation and higher interest rates which factors resulted in many customers having higher levels of inventory.

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2024 | | | | | | % | | | | | | 2023 | | | | | | % | | |

The decrease in net sales was primarily due to adverse economic conditions, including slowing economic activity, increasing business uncertainty, persistent inflation and higher interest rates which factors resulted in many customers having higher levels of inventory.

The decrease in net sales was primarily due to adverse economic conditions, including slowing economic activity, increasing business uncertainty, persistent inflation and higher interest rates which factors resulted in many customers having higher levels of inventory.

[Table of Contents](#i1ad66fcde2cf4204829a806ef7448bb9_286)

Due to the relatively high level of inventory days, we have accommodated efforts by our distributors to manage their inventory levels.

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2024 | | | | | | % | | | | | | 2023 | | | | | | % | | |

The decrease in net sales in Asia in fiscal 2024 compared to fiscal 2023 was primarily due to unfavorable business conditions and weakening demand in the China market.

The increase in net sales in the Americas and Europe in fiscal 2024 compared to fiscal 2023 was driven by our available capacity due to the weakening demand in Asia and was offset by the adverse economic conditions in the regions.

[Table of Contents](#i1ad66fcde2cf4204829a806ef7448bb9_286)

The impact of unabsorbed capacity charges was an adverse impact of $40.7 million in fiscal 2024 compared to fiscal 2023.

- Our expectation that our days of inventory at June 30, 2023 will be 159 to 164 days;

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

[Table of Contents](#i67f06957943a4e668c54f881aae43082_277)

- The impact of the geographical dispersion of our earnings and losses on our effective tax rate;

Business."

Sales to our direct customers are generally governed by a purchase order and an order acknowledgment.

Sales to direct customers usually do not meet the definition of a contract until the direct customer has sent in a purchase order, we have acknowledged the order and deemed the collectability of the consideration to be probable, and legally enforceable rights and obligations have been created.

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.

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.

Revenue generated from our licensees is governed by licensing agreements.

Our primary performance obligation related to these agreements is to provide the licensee the right to use the intellectual property.

The final transaction price is determined by multiplying the usage of the license by the royalty, which is fixed in the licensing agreement.

Revenue is recognized as usage of the license occurs.

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

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

We must then assess the likelihood that our deferred tax assets will be recovered from future taxable income within the relevant jurisdiction and to the extent we believe that recovery is not likely, we must establish a valuation allowance.

We provided valuation allowances for certain of our deferred tax assets, where it is more likely than not that some portion, or all of such assets, will not be realized.

changes in applicable law.

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

The increase in net sales in fiscal 2023 compared to fiscal 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 strong throughout fiscal 2022 and fiscal 2023.

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.

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

The increase in net sales was due primarily to strength in demand for our mixed-signal microcontroller products in end markets that we serve and our price increases.

The increase in net sales was primarily due to strength in demand for our analog products in end markets that we serve and our price increases.

The increase in net sales was primarily due to strength in demand for our products in end markets that we serve and our price increases.

In fiscal 2022, no distributor or direct customer accounted for more than 10% of our net sales.

We believe that customers recognize Microchip for its products and brand name and use distributors as an effective supply channel.

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

Although our net sales in all geographies increased in fiscal 2023 compared to fiscal 2022, net sales in Asia decreased as a percentage of total net sales in fiscal 2023 compared to fiscal 2022 primarily due to economic weakness in the China market caused by uncertain economic conditions, slowing growth, and the impact of the COVID-19 related lock-downs.

Our overall inventory levels were $1.32 billion at March 31, 2023, compared to $854.4 million at March 31, 2022.

Inventory increased primarily as a result of our efforts to balance manufacturing production, customer demand and inventory levels including accommodating requests from certain customers to push-out orders.

We expect our days of inventory levels at June 30, 2023 to be 159 to 164 days.

R&D expenses increased $129.2 million, or 13.1%, for fiscal 2023 compared to fiscal 2022.

The primary reasons for the increase in R&D expenses in fiscal 2023 compared to fiscal 2022 were increases in headcount and employee compensation as well as higher product development costs.

As of March 31, [removed: 2023,] [added: 2024,] our current and long-term debt totaled [removed: $6.47] [added: $6.02] billion.

We have no interest rate exposure to rate changes on our fixed rate debt, which totaled [removed: $6.37] [added: $5.27] billion as of March 31, [removed: 2023.][added: 2024.]

We have interest rate exposure with respect to the [removed: $100.0] [added: $750.0] million of our variable interest rate debt outstanding under our [removed: Revolving Credit Facility] [added: 2025 Term Loan Facility,] as of March 31, [removed: 2023.][added: 2024.]

A 50-basis point increase in interest rates would increase our expected annual interest expense for the next 12 months by approximately [removed: $0.5] [added: $3.8] million.

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, [added: new fixed rate notes, term loans, convertible debt, Commercial Paper or other instruments] at which point, changes in interest rates will have a more significant impact on our interest [removed: expense.][added: expense if we refinance such fixed rate debt with variable rate debt.]

| | | | [added: 2024 | | | | | |] 2023 | | | | | | 2022 | | | [added: | | | | | | | | | | | | | | | | | | | | |]

| Cash and cash equivalents | | | $ | [removed: 234.0] [added: 319.7] | | | | | $ | [removed: 317.4] [added: 234.0] | |

| Accounts receivable, net | | | [removed: 1,305.3] [added: 1,143.7] | | | | | | [removed: 1,072.6] [added: 1,305.3] | | |

| Inventories | | | [removed: 1,324.9] [added: 1,316.0] | | | | | | [removed: 854.4] [added: 1,324.9] | | |

| Other current assets | | | [removed: 205.1] [added: 233.6] | | | | | | [removed: 206.2] [added: 205.1] | | |

| Total current assets | | | [removed: 3,069.3] [added: 3,013.0] | | | | | | [removed: 2,452.6] [added: 3,069.3] | | |

| Property, plant and equipment, net | | | [removed: 1,177.9] [added: 1,194.6] | | | | | | [removed: 967.9] [added: 1,177.9] | | |

| Goodwill | | | [removed: 6,673.6] [added: 6,675.4] | | | | | | 6,673.6 | | |

| Intangible assets, net | | | [removed: 3,369.0] [added: 2,781.8] | | | | | | [removed: 4,043.1] [added: 3,369.0] | | |

| Long-term deferred tax assets | | | [removed: 1,623.3] [added: 1,596.5] | | | | | | [removed: 1,797.1] [added: 1,623.3] | | |

| Other assets | | | [removed: 457.2] [added: 611.9] | | | | | | [removed: 265.2] [added: 457.2] | | |

| Total assets | | | $ | [removed: 16,370.3] [added: 15,873.2] | | | | | $ | [removed: 16,199.5] [added: 16,370.3] | |

| Accounts payable | | | $ | [removed: 396.9] [added: 213.0] | | | | | $ | [removed: 344.7] [added: 396.9] | |

| Accrued liabilities | | | [removed: 1,323.5] [added: 1,307.0] | | | | | | [removed: 1,054.3] [added: 1,323.5] | | |

| Current portion of long-term debt | | | [removed: 1,398.2] [added: 999.4] | | | | | | [removed: —] [added: 1,398.2] | | |

| Total current liabilities | | | [removed: 3,118.6] [added: 2,519.4] | | | | | | [removed: 1,399.0] [added: 3,118.6] | | |

| Long-term debt | | | [removed: 5,041.7] [added: 5,000.4] | | | | | | [removed: 7,687.4] [added: 5,041.7] | | |

| Long-term income tax payable | | | [removed: 705.7] [added: 649.2] | | | | | | [removed: 704.6] [added: 705.7] | | |

| Long-term deferred tax liability | | | [removed: 42.7] [added: 28.8] | | | | | | [removed: 39.8] [added: 42.7] | | |

| Other long-term liabilities | | | [removed: 948.0] [added: 1,017.6] | | | | | | [removed: 473.9] [added: 948.0] | | |

| Common stock, $0.001 par value; authorized 900,000,000 shares; [removed: 577,805,623] [added: 577,806,659] shares issued and [removed: 545,459,814] [added: 536,663,691] shares outstanding at March 31, [removed: 2023; 577,805,396] [added: 2024; 577,805,623] shares issued and [removed: 554,500,524] [added: 545,459,814] shares outstanding at March 31, [removed: 2022] [added: 2023] | | | 0.5 | | | | | | [removed: 0.6] [added: 0.5] | | |

| Additional paid-in capital | | | [removed: 2,413.3] [added: 2,482.9] | | | | | | [removed: 2,535.9] [added: 2,413.3] | | |

| Common stock held in treasury: [removed: 32,345,809] [added: 41,142,968] shares at March 31, [removed: 2023; 23,304,872] [added: 2024; 32,345,809] shares at March 31, [removed: 2022] [added: 2023] | | | [removed: (1,660.2)] [added: (2,581.6)] | | | | | | [removed: (796.3)] [added: (1,660.2)] | | |

| Accumulated other comprehensive loss | | | [removed: (4.1)] [added: (3.5)] | | | | | | [removed: (20.6)] [added: (4.1)] | | |

| Retained earnings | | | [removed: 5,764.1] [added: 6,759.5] | | | | | | [removed: 4,175.2] [added: 5,764.1] | | |

| Total stockholders' equity | | | [removed: 6,513.6] [added: 6,657.8] | | | | | | [removed: 5,894.8] [added: 6,513.6] | | |

| Total liabilities and stockholders' equity | | | $ | [removed: 16,370.3] [added: 15,873.2] | | | | | $ | [removed: 16,199.5] [added: 16,370.3] | |

| | | | [removed: 2023] | | | | | | [removed: 2022] | | | | | | [removed: 2021 | | | | | | | | |] [added: 2024] | | | | | | [added: 2023] | | | | | | [added: 2022] | | |

| Net sales | | | $ | [removed: 8,438.7] [added: 7,634.4] | | | | | $ | [removed: 6,820.9] [added: 8,438.7] | | | | | $ | [removed: 5,438.4] [added: 6,820.9] | | | | | | | | | | | | | | | | | | | | | | |

| Cost of sales | | | [removed: 2,740.8] [added: 2,638.7] | | | | | | [removed: 2,371.3] [added: 2,740.8] | | | | | | [removed: 2,059.6] [added: 2,371.3] | | | | | | | | | | | | | | | | | | | | | | | |

| Gross profit | | | [removed: 5,697.9] [added: 4,995.7] | | | | | | [removed: 4,449.6] [added: 5,697.9] | | | | | | [removed: 3,378.8] [added: 4,449.6] | | | | | | | | | | | | | | | | | | | | | | | |

| Research and development | | | [removed: 1,118.3] [added: 1,097.4] | | | | | | [removed: 989.1] [added: 1,118.3] | | | | | | [removed: 836.4] [added: 989.1] | | | | | | | | | | | | | | | | | | | | | | | |

| Selling, general and administrative | | | [removed: 797.7] [added: 734.2] | | | | | | [removed: 718.9] [added: 797.7] | | | | | | [removed: 610.3] [added: 718.9] | | | | | | | | | | | | | | | | | | | | | | | |

| Amortization of acquired intangible assets | | | [removed: 669.9] [added: 605.4] | | | | | | [removed: 862.5] [added: 669.9] | | | | | | [removed: 932.3] [added: 862.5] | | | | | | | | | | | | | | | | | | | | | | | |

| Special (income) charges and other, net | | | [removed: (4.0)] [added: (12.3)] | | | | | | [removed: 29.5] [added: (4.0)] | | | | | | [removed: 1.7] [added: 29.5] | | | | | | | | | | | | | | | | | | | | | | | |

| Operating expenses | | | [removed: 2,581.9] [added: 2,424.7] | | | | | | [removed: 2,600.0] [added: 2,581.9] | | | | | | [removed: 2,380.7] [added: 2,600.0] | | | | | | | | | | | | | | | | | | | | | | | |

| Operating income | | | [removed: 3,116.0] [added: 2,571.0] | | | | | | [removed: 1,849.6] [added: 3,116.0] | | | | | | [removed: 998.1] [added: 1,849.6] | | | | | | | | | | | | | | | | | | | | | | | |

| Interest income | | | [removed: 2.1] [added: 7.6] | | | | | | [removed: 0.5] [added: 2.1] | | | | | | [removed: 1.7] [added: 0.5] | | | | | | | | | | | | | | | | | | | | | | | |

| Interest expense | | | [removed: (203.9)] [added: (198.3)] | | | | | | [removed: (257.0)] [added: (203.9)] | | | | | | [removed: (356.9)] [added: (257.0)] | | | | | | | | | | | | | | | | | | | | | | | |

| Loss on settlement of debt | | | [removed: (8.3)] [added: (12.2)] | | | | | | [removed: (113.4)] [added: (8.3)] | | | | | | [removed: (299.6)] [added: (113.4)] | | | | | | | | | | | | | | | | | | | | | | | |

| | | | 2024 | | | | | | 2023 | | |

[Table of Contents](#i1ad66fcde2cf4204829a806ef7448bb9_286)

[Table of Contents](#i1ad66fcde2cf4204829a806ef7448bb9_286)

[Table of Contents](#i1ad66fcde2cf4204829a806ef7448bb9_286)

| Other | | | (26.1) | | | | | | (1.8) | | | | | | (11.4) | | |

| Proceeds from capital-related government incentives | | | 6.0 | | | | | | — | | | | | | — | | |

| Proceeds from borrowings on 2025 Term Loan Facility | | | 750.0 | | | | | | — | | | | | | — | | |

| Proceeds from issuance of Commercial Paper | | | 9,039.1 | | | | | | — | | | | | | — | | |

| Repayments of Commercial Paper | | | (7,688.7) | | | | | | — | | | | | | — | | |

[Table of Contents](#i1ad66fcde2cf4204829a806ef7448bb9_286)

[Table of Contents](#i1ad66fcde2cf4204829a806ef7448bb9_286)

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

| Other comprehensive income | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 0.6 | | | | | | — | | | | | | 0.6 | | | | | | | | | | | | | | |

| RSU withholdings | | | (0.9) | | | | | | (61.1) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (61.1) | | | | | | | | | | | | | | |

| Repurchase of common stock | | | — | | | | | | — | | | | | | 11.9 | | | | | | (988.9) | | | | | | — | | | | | | — | | | | | | (988.9) | | | | | | | | | | | | | | |

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

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

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

| Balance at March 31, 2024 | | | 577.8 | | | | | | $ | 2,483.4 | | | | | 41.1 | | | | | | $ | (2,581.6) | | | | | $ | (3.5) | | | | | $ | 6,759.5 | | | | | $ | 6,657.8 | | | | | | | | | | | | | |

[Table of Contents](#i1ad66fcde2cf4204829a806ef7448bb9_286)

[Table of Contents](#i1ad66fcde2cf4204829a806ef7448bb9_286)

The actual impact on cash generated

[Table of Contents](#i1ad66fcde2cf4204829a806ef7448bb9_286)

The valuation of inventory includes determining which fixed production overhead costs can be included in inventory based on the normal operating capacity of the Company's manufacturing facilities.

[Table of Contents](#i1ad66fcde2cf4204829a806ef7448bb9_286)

[Table of Contents](#i1ad66fcde2cf4204829a806ef7448bb9_286)

to time, subject to such litigation and disputes.

As of March 31, 2024, the Company recorded $126.5 million of capital-related grants as a reduction to property, plant and equipment with a

[Table of Contents](#i1ad66fcde2cf4204829a806ef7448bb9_286)

Prior to fiscal 2023, the Company granted market-based PSUs to executive officers.

As of March 31, 2024, the remaining unearned share-based compensation expense related to market-based PSUs was immaterial.

With the exception of Arrow Electronics, the Company's largest distributor, which accounted for 13% of the accounts receivable balance as of March 31, 2024 and March 31, 2023, no other customer accounted for more than 10% of the accounts receivable balance for the periods presented.

[Table of Contents](#i1ad66fcde2cf4204829a806ef7448bb9_286)

In November 2023, the FASB issued ASU 2023-07-*Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures*, which requires public entities to disclose significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss, and an amount and description of the composition of other segment items to reconcile to segment profit or loss.

The amendments in this update also expand the interim segment disclosure requirements.

ASU 2023-07 is effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

Early adoption is permitted with retrospective application required for all prior periods presented in the financial statements.

The Company is currently evaluating the applicable disclosures.

In December 2023, the FASB issued ASU 2023-09-*Income Taxes (Topic 740): Improvements to Income Tax Disclosures*, which modifies the rules on income tax disclosures to enhance the transparency and decision-usefulness of income tax disclosures, particularly in the rate reconciliation table and disclosures about income taxes paid.

The amendments are intended to address investors’ requests for income tax disclosures that provide more information to help them better understand an entity’s exposure to potential changes in tax laws and the ensuing risks and opportunities and to assess income tax information that affects cash flow forecasts and capital allocation decisions.

| Short-term investments | | | — | | | | | | 2.0 | | |

[Table of Contents](#i67f06957943a4e668c54f881aae43082_277)

| Defined benefit plans: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Other non-cash adjustment | | | (1.8) | | | | | | (11.4) | | | | | | (6.4) | | |

| Repayment of Bridge Loan Facility | | | — | | | | | | — | | | | | | (615.0) | | |

| Purchase of capped call options | | | — | | | | | | — | | | | | | (35.8) | | |

| (1) During the fiscal year ended March 31, 2021, the Company completed the December 2020 settlement of $1,086.5 million principal amount of convertible debt in exchange for $428.9 million in cash, 8.4 million shares of common stock and $665.5 million principal amount of 2020 Senior Convertible Debt. Refer to Note 5 for further information. | | | | | | | | | | | | | | | | | |

| Balance at March 31, 2020 | | | 516.8 | | | | | | $ | 2,675.3 | | | | | 26.1 | | | | | | $ | (500.6) | | | | | $ | (21.6) | | | | | $ | 3,432.4 | | | | | $ | 5,585.5 | | | | | | | | | | | | | |

| Other comprehensive loss | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (4.6) | | | | | | — | | | | | | (4.6) | | | | | | | | | | | | | | |

| Shares issued to settle convertible debt | | | 52.2 | | | | | | 3,171.1 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 3,171.1 | | | | | | | | | | | | | | |

| Purchase of capped call options | | | — | | | | | | (35.8) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (35.8) | | | | | | | | | | | | | | |

| RSU and SAR withholdings | | | (1.2) | | | | | | (84.2) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (84.2) | | | | | | | | | | | | | | |

The transaction price is net of all taxes imposed on and concurrent with specific revenue-producing transactions.

After the transaction price has been determined and allocated to the performance obligations, the Company recognizes revenue when the performance obligations are satisfied.

Sales to direct customers are generally governed by a purchase order and an order acknowledgment.

Sales to direct customers usually do not meet the definition of a contract until the direct customer has sent in a purchase order, the Company has acknowledged the order, the Company has deemed the collectability of the consideration to be probable, and legally enforceable rights and obligations have been created.

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.

For fiscal 2023, 2022 and 2021, certain foreign subsidiaries acquired as part of the Company's acquisition activities had the local currency as the functional currency.

This process involves determining its actual current tax exposure together with assessing temporary and permanent differences resulting from differing treatment of items for tax and accounting purposes.

These temporary differences result in deferred tax assets and liabilities, which are included within the Company's consolidated balance sheets.

The Company must then assess the likelihood that its deferred tax assets will be recovered from future taxable income within the relevant jurisdiction and to the extent the Company believes that recovery is not likely, it must establish a valuation allowance.

The Company provided valuation allowances for certain of its deferred tax assets where it is more likely than not that some portion, or all of such assets, will not be realized.

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

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

The

On April 1, 2022, the Company adopted ASU 2020-06*,* which simplifies the guidance for certain convertible debt instruments by removing the separation models for convertible debt with a cash conversion feature or convertible instruments with a beneficial conversion feature.

As a result, convertible debt instruments are reported as a single liability instrument with no separate accounting for embedded conversion features.

Additionally, ASU 2020-06 requires the application of the if-converted method for calculating diluted earnings per share and the treasury stock method will be no longer available.

The Company adopted the standard under the modified retrospective transition method for fiscal 2023.

The adoption of this standard resulted in an increase of $105.8 million to the Company's Convertible Debt, to reflect the full principal amount of the Convertible Debt outstanding net of issuance costs, a reduction to additional paid-in capital of $128.3 million, net of estimated income tax effects, to remove the equity component separately recorded for the conversion features associated with the Convertible Debt, a decrease to deferred tax liabilities, and a cumulative-effect adjustment of $46.5 million, net of estimated income tax effects, to increase the opening balance of retained earnings as of April 1, 2022.

The required use of the if-converted method in calculating diluted earnings per share did not increase the number of potentially dilutive shares in fiscal 2023 as the Company irrevocably elected cash settlement for the principal amount of its Convertible Debt on April 1, 2022.

In November 2021, the FASB issued ASU 2021-10-*Government Assistance (Topic 832): Disclosure by Business Entities about Government Assistance* which aims at increasing the transparency of government assistance received by most business entities.

The standard requires business entities to make annual disclosures about the nature of the transactions and the

related accounting policy used to account for the transactions, the line items and applicable amounts on the balance sheet and income statement that are affected by the transactions, and significant terms and conditions of the transactions, including commitments and contingencies.

If an entity omits any required disclosures because it is legally prohibited, it must disclose that fact.

The Company adopted this standard in fiscal 2023 (see "Government Incentives" for further information).

In addition to the LTSAs, a portion of the Company's non-LTSA customer contracts contain firmly committed orders beyond 12 months at the time of order.

The transaction price for these orders with remaining performance obligations as of March 31, 2023 for orders with initial durations in excess of 12 months approximates 55% of fiscal 2023 net sales, of which approximately 85% is expected to be recognized over the next 12 months.

The amount and timing of such net sales is inherently uncertain because the ultimate transaction prices will be affected by variable consideration which is subject to change based upon market conditions at the time of the sale, contract modifications, and manufacturing and supply chain challenges.

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

For the fiscal year ended March 31, [removed: 2023][added: 2024]

[removed: ][added: ]

Aggregate market value of the voting and non-voting common equity held by non-affiliates as of September 30, [removed: 2022] [added: 2023] based upon the closing price of the common stock as reported by the NASDAQ Global Market on such date was approximately [removed: $32.9] [added: $41.4] billion.

Number of shares of Common Stock, $0.001 par value, outstanding as of May [removed: 22, 2023: 545,384,035] [added: 16, 2024: 536,885,996] shares

| Annual Report on Form 10-K for the fiscal year ended March 31, [removed: 2022] [added: 2023] | | | II | | |

| Proxy Statement for the [removed: 2023] [added: 2024] Annual Meeting of Stockholders (will be filed within 120 days after the end of the fiscal year to which this report relates) | | | III | | |

| [Item [removed: 1A.](#i67f06957943a4e668c54f881aae43082_235)] [added: 1A.](#i1ad66fcde2cf4204829a806ef7448bb9_256)] | | | [Risk [removed: Factors](#i67f06957943a4e668c54f881aae43082_235)] [added: Factors](#i1ad66fcde2cf4204829a806ef7448bb9_256)] | | | [removed: [12](#i67f06957943a4e668c54f881aae43082_235)] [added: [12](#i1ad66fcde2cf4204829a806ef7448bb9_256)] | | |

| [Item [removed: 1B.](#i67f06957943a4e668c54f881aae43082_310)] [added: 1B.](#i1ad66fcde2cf4204829a806ef7448bb9_331)] | | | [Unresolved Staff [removed: Comments](#i67f06957943a4e668c54f881aae43082_310)] [added: Comments](#i1ad66fcde2cf4204829a806ef7448bb9_331)] | | | [removed: [33](#i67f06957943a4e668c54f881aae43082_310)] [added: [38](#i1ad66fcde2cf4204829a806ef7448bb9_331)] | | |

| [Item [removed: 3.](#i67f06957943a4e668c54f881aae43082_232)] [added: 3.](#i1ad66fcde2cf4204829a806ef7448bb9_253)] | | | [Legal [removed: Proceedings](#i67f06957943a4e668c54f881aae43082_232)] [added: Proceedings](#i1ad66fcde2cf4204829a806ef7448bb9_253)] | | | [removed: [34](#i67f06957943a4e668c54f881aae43082_232)] [added: [41](#i1ad66fcde2cf4204829a806ef7448bb9_253)] | | |

| [Item [removed: 4.](#i67f06957943a4e668c54f881aae43082_316)] [added: 4.](#i1ad66fcde2cf4204829a806ef7448bb9_337)] | | | [Mine Safety [removed: Disclosures](#i67f06957943a4e668c54f881aae43082_316)] [added: Disclosures](#i1ad66fcde2cf4204829a806ef7448bb9_337)] | | | [removed: [34](#i67f06957943a4e668c54f881aae43082_316)] [added: [41](#i1ad66fcde2cf4204829a806ef7448bb9_337)] | | |

| [Item [removed: 5.](#i67f06957943a4e668c54f881aae43082_328)] [added: 5.](#i1ad66fcde2cf4204829a806ef7448bb9_343)] | | | [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i67f06957943a4e668c54f881aae43082_328)] [added: Securities](#i1ad66fcde2cf4204829a806ef7448bb9_343)] | | | [removed: [35](#i67f06957943a4e668c54f881aae43082_328)] [added: [42](#i1ad66fcde2cf4204829a806ef7448bb9_343)] | | |

| [Item [removed: 7.](#i67f06957943a4e668c54f881aae43082_175)] [added: 7.](#i1ad66fcde2cf4204829a806ef7448bb9_196)] | | | [Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i67f06957943a4e668c54f881aae43082_175)] [added: Operations](#i1ad66fcde2cf4204829a806ef7448bb9_196)] | | | [removed: [37](#i67f06957943a4e668c54f881aae43082_175)] [added: [44](#i1ad66fcde2cf4204829a806ef7448bb9_196)] | | |

| [Item [removed: 7A.](#i67f06957943a4e668c54f881aae43082_223)] [added: 7A.](#i1ad66fcde2cf4204829a806ef7448bb9_244)] | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i67f06957943a4e668c54f881aae43082_223)] [added: Risk](#i1ad66fcde2cf4204829a806ef7448bb9_244)] | | | [removed: [49](#i67f06957943a4e668c54f881aae43082_223)] [added: [57](#i1ad66fcde2cf4204829a806ef7448bb9_244)] | | |

| [Item [removed: 8.](#i67f06957943a4e668c54f881aae43082_331)] [added: 8.](#i1ad66fcde2cf4204829a806ef7448bb9_355)] | | | [Financial Statements and Supplementary [removed: Data](#i67f06957943a4e668c54f881aae43082_331)] [added: Data](#i1ad66fcde2cf4204829a806ef7448bb9_355)] | | | [removed: [49](#i67f06957943a4e668c54f881aae43082_331)] [added: [57](#i1ad66fcde2cf4204829a806ef7448bb9_355)] | | |

| [Item [removed: 9.](#i67f06957943a4e668c54f881aae43082_334)] [added: 9.](#i1ad66fcde2cf4204829a806ef7448bb9_358)] | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i67f06957943a4e668c54f881aae43082_334)] [added: Disclosure](#i1ad66fcde2cf4204829a806ef7448bb9_358)] | | | [removed: [49](#i67f06957943a4e668c54f881aae43082_334)] [added: [57](#i1ad66fcde2cf4204829a806ef7448bb9_358)] | | |

| [Item [removed: 9A.](#i67f06957943a4e668c54f881aae43082_337)] [added: 9A.](#i1ad66fcde2cf4204829a806ef7448bb9_361)] | | | [Controls and [removed: Procedures](#i67f06957943a4e668c54f881aae43082_337)] [added: Procedures](#i1ad66fcde2cf4204829a806ef7448bb9_361)] | | | [removed: [49](#i67f06957943a4e668c54f881aae43082_337)] [added: [57](#i1ad66fcde2cf4204829a806ef7448bb9_361)] | | |

| [Item [removed: 9B.](#i67f06957943a4e668c54f881aae43082_340)] [added: 9B.](#i1ad66fcde2cf4204829a806ef7448bb9_364)] | | | [Other [removed: Information](#i67f06957943a4e668c54f881aae43082_340)] [added: Information](#i1ad66fcde2cf4204829a806ef7448bb9_364)] | | | [removed: [50](#i67f06957943a4e668c54f881aae43082_340)] [added: [59](#i1ad66fcde2cf4204829a806ef7448bb9_364)] | | |

| [Item [removed: 9C.](#i67f06957943a4e668c54f881aae43082_343)] [added: 9C.](#i1ad66fcde2cf4204829a806ef7448bb9_367)] | | | [Disclosure Regarding Foreign [removed: Jurisdictions That] [added: Jurisdictions](#i1ad66fcde2cf4204829a806ef7448bb9_367) [t](#i1ad66fcde2cf4204829a806ef7448bb9_367)[hat] Prevent [removed: Inspections](#i67f06957943a4e668c54f881aae43082_343)] [added: Inspections](#i1ad66fcde2cf4204829a806ef7448bb9_367)] | | | [removed: [50](#i67f06957943a4e668c54f881aae43082_343)] [added: [59](#i1ad66fcde2cf4204829a806ef7448bb9_367)] | | |

| [Item [removed: 10.](#i67f06957943a4e668c54f881aae43082_346)] [added: 10.](#i1ad66fcde2cf4204829a806ef7448bb9_373)] | | | [Directors, Executive Officers and Corporate [removed: Governance](#i67f06957943a4e668c54f881aae43082_346)] [added: Governance](#i1ad66fcde2cf4204829a806ef7448bb9_373)] | | | [removed: [50](#i67f06957943a4e668c54f881aae43082_346)] [added: [60](#i1ad66fcde2cf4204829a806ef7448bb9_373)] | | |

| [Item [removed: 11.](#i67f06957943a4e668c54f881aae43082_349)] [added: 11.](#i1ad66fcde2cf4204829a806ef7448bb9_376)] | | | [Executive [removed: Compensation](#i67f06957943a4e668c54f881aae43082_349)] [added: Compensation](#i1ad66fcde2cf4204829a806ef7448bb9_376)] | | | [removed: [51](#i67f06957943a4e668c54f881aae43082_349)] [added: [60](#i1ad66fcde2cf4204829a806ef7448bb9_376)] | | |

| [Item [removed: 12.](#i67f06957943a4e668c54f881aae43082_352)] [added: 12.](#i1ad66fcde2cf4204829a806ef7448bb9_379)] | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i67f06957943a4e668c54f881aae43082_352)] [added: Matters](#i1ad66fcde2cf4204829a806ef7448bb9_379)] | | | [removed: [51](#i67f06957943a4e668c54f881aae43082_352)] [added: [60](#i1ad66fcde2cf4204829a806ef7448bb9_379)] | | |

| [Item [removed: 13.](#i67f06957943a4e668c54f881aae43082_355)] [added: 13.](#i1ad66fcde2cf4204829a806ef7448bb9_382)] | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i67f06957943a4e668c54f881aae43082_355)] [added: Independence](#i1ad66fcde2cf4204829a806ef7448bb9_382)] | | | [removed: [51](#i67f06957943a4e668c54f881aae43082_355)] [added: [61](#i1ad66fcde2cf4204829a806ef7448bb9_382)] | | |

| [Item [removed: 14.](#i67f06957943a4e668c54f881aae43082_358)] [added: 14.](#i1ad66fcde2cf4204829a806ef7448bb9_385)] | | | [Principal Accountant Fees and [removed: Services](#i67f06957943a4e668c54f881aae43082_358)] [added: Services](#i1ad66fcde2cf4204829a806ef7448bb9_385)] | | | [removed: [51](#i67f06957943a4e668c54f881aae43082_358)] [added: [61](#i1ad66fcde2cf4204829a806ef7448bb9_385)] | | |

| [Item [removed: 15.](#i67f06957943a4e668c54f881aae43082_361)] [added: 15.](#i1ad66fcde2cf4204829a806ef7448bb9_391)] | | | [Exhibits and Financial Statement [removed: Schedules](#i67f06957943a4e668c54f881aae43082_361)] [added: Schedules](#i1ad66fcde2cf4204829a806ef7448bb9_391)] | | | [removed: [52](#i67f06957943a4e668c54f881aae43082_361)] [added: [62](#i1ad66fcde2cf4204829a806ef7448bb9_391)] | | |

| [Item [removed: 16.](#i67f06957943a4e668c54f881aae43082_364)] [added: 16.](#i1ad66fcde2cf4204829a806ef7448bb9_394)] | | | [Form 10-K [removed: Summary](#i67f06957943a4e668c54f881aae43082_364)] [added: Summary](#i1ad66fcde2cf4204829a806ef7448bb9_394)] | | | [removed: [52](#i67f06957943a4e668c54f881aae43082_364)] [added: [62](#i1ad66fcde2cf4204829a806ef7448bb9_394)] | | |

| [removed: 3.922% 2021] [added: 4.333% 2023] Notes | | | | | | [removed: 2021] [added: 2023] Senior [removed: Secured] [added: Unsecured] Notes, matured on June 1, [removed: 2021] [added: 2023] | | |

| [removed: 4.333%] [added: 2.670%] 2023 Notes | | | | | | 2023 Senior Unsecured Notes, [removed: maturing June] [added: matured on September] 1, 2023 | | |

| [removed: 2.670% 2023] [added: 0.983% 2024] Notes | | | | | | [removed: 2023] [added: 2024] Senior Unsecured Notes, maturing [added: on] September 1, [removed: 2023] [added: 2024] | | |

| 0.972% 2024 Notes | | | | | | 2024 Senior Unsecured Notes, [removed: maturing] [added: matured on] February 15, 2024 | | |

| [removed: 0.983% 2024] [added: 4.250% 2025] Notes | | | | | | [removed: 2024] [added: 2025] Senior Unsecured Notes, maturing [added: on] September 1, [removed: 2024] [added: 2025] | | |

| [removed: 4.250% 2025] [added: 5.050% 2029] Notes | | | | | | [removed: 2025] [added: 2029] Senior Unsecured Notes, maturing [removed: September 1, 2025] [added: on March 15, 2029] | | |

| 2015 Senior Convertible Debt | | | | | | 2015 Senior Convertible Debt, maturing [added: on] February 15, 2025 | | |

| 2017 Senior Convertible Debt | | | | | | 2017 Senior Convertible Debt, maturing [added: on] February 15, 2027 | | |

| 2020 Senior Convertible Debt | | | | | | 2020 Senior Convertible Debt, maturing [added: on] November 15, 2024 | | |

| Convertible Debt | | | | | | 2015 Senior Convertible Debt, 2017 Senior Convertible Debt, 2020 Senior Convertible Debt, and 2017 Junior Convertible Debt [added: prior to the May 2023 settlement] | | |

| 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 J.P. Morgan Chase Bank, N.A., as administrative [removed: agent] [added: agent, as amended by the First Incremental Term Loan Amendment, dated as of August 31, 2023] | | |

| Senior Credit Facilities | | | | | | Revolving Credit Facility and [added: 2025] Term Loan Facility | | |

| Senior Indebtedness | | | | | | Revolving Credit Facility, [removed: 3.922% 2021 Notes,] [added: 2025 Term Loan Facility, Commercial Paper,] 4.333% 2023 Notes, 2.670% 2023 Notes, 0.972% 2024 Notes, 0.983% 2024 Notes, [removed: and] 4.250% 2025 [added: Notes, and 5.050% 2029] Notes | | |

| Senior Notes | | | | | | [removed: 3.922% 2021 Notes,] 4.333% 2023 Notes, 2.670% 2023 Notes, 0.972% 2024 Notes, 0.983% 2024 Notes, [removed: and] 4.250% 2025 [added: Notes, and 5.050% 2029] Notes | | |

Risk Factors," beginning below at page [removed: [12](#i67f06957943a4e668c54f881aae43082_235),] [added: [12](#i1ad66fcde2cf4204829a806ef7448bb9_256),] and elsewhere in this Form 10-K.

| [Item 1.](#i1ad66fcde2cf4204829a806ef7448bb9_301) | | | [Business](#i1ad66fcde2cf4204829a806ef7448bb9_301) | | | [4](#i1ad66fcde2cf4204829a806ef7448bb9_301) | | |

| [Item 1C.](#i1ad66fcde2cf4204829a806ef7448bb9_3191) | | | [Cybersecurity](#i1ad66fcde2cf4204829a806ef7448bb9_3191) | | | [38](#i1ad66fcde2cf4204829a806ef7448bb9_3191) | | |

| [Item 2.](#i1ad66fcde2cf4204829a806ef7448bb9_334) | | | [Properties](#i1ad66fcde2cf4204829a806ef7448bb9_334) | | | [41](#i1ad66fcde2cf4204829a806ef7448bb9_334) | | |

| [Item 6.](#i1ad66fcde2cf4204829a806ef7448bb9_346) | | | [\[Reserved\]](#i1ad66fcde2cf4204829a806ef7448bb9_346) | | | [43](#i1ad66fcde2cf4204829a806ef7448bb9_346) | | |

| | | | [Exhibit Index](#i1ad66fcde2cf4204829a806ef7448bb9_397) | | | [63](#i1ad66fcde2cf4204829a806ef7448bb9_397) | | |

| | | | [Signatures](#i1ad66fcde2cf4204829a806ef7448bb9_400) | | | [67](#i1ad66fcde2cf4204829a806ef7448bb9_400) | | |

| | | | [Power of Attorney](#i1ad66fcde2cf4204829a806ef7448bb9_403) | | | [68](#i1ad66fcde2cf4204829a806ef7448bb9_403) | | |

| 2017 Junior Convertible Debt | | | | | | 2017 Junior Convertible Debt which was fully settled in May 2023 | | |

| 2025 Term Loan Facility | | | | | | $750.0 million term loan facility created pursuant to the amended Credit Agreement | | |

| | | | | | | | | |

| ASU 2020-06 | | | | | | ASU 2020-06 - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity's Own Equity | | |

| Commercial Paper | | | | | | Short-term unsecured promissory notes, of up to $2.75 billion outstanding at any one time | | |

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| SiC | | | | | | Silicon Carbide | | |

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[Table of Contents](#i1ad66fcde2cf4204829a806ef7448bb9_286)

- reduce the consumption of natural resources

- data center solutions

[Table of Contents](#i1ad66fcde2cf4204829a806ef7448bb9_286)

Microprocessors integrate 32-bit (or above) central processing units (CPUs) with various high performance peripherals, such as communications and graphics, and execute code from external memory, typically dynamic random access memory.

[Table of Contents](#i1ad66fcde2cf4204829a806ef7448bb9_286)

[Table of Contents](#i1ad66fcde2cf4204829a806ef7448bb9_286)

of their manufacturing.

During fiscal 2024, we reduced wafer starts in Fab 2 to decrease production to be more in line with demand for our products.

Fab 2 continues to add additional process technologies, implement process improvements, upgrade existing equipment, and add equipment to support future demand.

While select investments are still being made, in the fourth quarter of fiscal 2024, we paused most of our multi-year $800 million expansion and capital equipment investment plan at Fab 4.

We plan to resume our expansion efforts to increase Fab 4's capacity as the business outlook improves.

While select investments are still being made, in the fourth quarter of fiscal 2024, we paused most of our expansion activity.

We plan to resume our expansion efforts as the business outlook improves.

In light of the current macroeconomic environment, we have paused capacity expansion while continuing new technology implementation in all three facilities.

The manufacture of integrated circuits, particularly non-volatile, erasable

| [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) | | |

| 2017 Junior Convertible Debt | | | | | | 2017 Junior Convertible Debt, maturing February 15, 2037 | | |

| Bridge Loan Facility | | | | | | 364-Day Senior Secured bridge credit agreement which provided for a term loan facility | | |

| SARs | | | | | | Stock appreciation rights | | |

| Term Loan Facility | | | | | | $3.00 billion term loan facility available under the Credit Agreement prior to the December 16, 2021 amendment to such agreement | | |

[Table of Contents](#i67f06957943a4e668c54f881aae43082_277)

Business and Macroeconomic Environment

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.

However, in the second half of fiscal 2021, business conditions were unexpectedly strong as businesses and individuals adapted to the effects of the pandemic.

In response to global supply constraints, we worked to mitigate the impact of the pandemic on our business by qualifying alternative suppliers, increasing our inventory of raw materials, ramping our internal factories and adding assembly and test capacity to increase our manufacturing capability while securing additional capacity with our subcontractors wherever possible.

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.

In order to provide prioritized capacity to our customers, we launched our Preferred Supply Program in February 2021, which provides our customers with prioritized capacity beginning six months after the customer places an order for 12 months of continuous, non-cancellable and non-reschedulable backlog.

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.

In response to the pandemic, we have taken proactive preventative measures to enable a safe environment for our employees and operation of our manufacturing sites.

While our global manufacturing sites have been fully 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.

The increasing demand for embedded control systems has made the market for mixed-signal microcontrollers a significant segment of the semiconductor market at $26.9 billion1 in calendar year 2022.

Some versions of

The analog segment of the semiconductor market was $93.8 billion1 in calendar year 2022, and this market is fragmented into a large number of sub segments.

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

Our FPGA products were primarily acquired as a part of our acquisition of Microsemi Corporation (Microsemi) in May 2018.

market, complementing our mixed-signal microcontroller offerings.

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.

A significant amount of additional clean room capacity in Fab 4 has been brought on line to support incremental wafer fabrication capacity needs.

As a result of our acquisitions, we have become more reliant on outside wafer foundries for our wafer fabrication requirements.

During fiscal 2023, we increased capacity at our Thailand and Philippines facilities to support more technologies by making process improvements, upgrading existing equipment, and adding equipment.

assistance to customers and to conduct periodic training sessions for the balance of our sales team.

In fiscal 2022, no distributor or direct customer accounted for more than 10% of our net sales.

Microchip’s culture is centered

| Richard J. Simoncic | | | | | | 59 | | | | | | Executive Vice President, Analog Power and Interface Business Units | | |

[Table of Contents](#i67f06957943a4e668c54f881aae43082_277)

Cyber Risk Governance

Risk Management and Strategy

We define cyber risk governance as a program of measures designed to protect our IT assets and information from unauthorized access, attacks or service disruptions.

Our risk governance processes were designed by our IT Shared Services (ITSS) team, which maintains knowledge about the types of high-profile security breaches being reported more frequently across the globe.

The secure processing, maintenance, and transmission of sensitive data, including confidential and other proprietary information about our business and our employees, and information belonging to our customers, suppliers, and business partners, is important to our operations and business strategy.

As a result, cybersecurity and data protection are key components of our long-term business strategies.

We use various processes to inform our assessment, identification and management of risk from cybersecurity threats.

Key areas of our cybersecurity risk management processes and strategy currently include:

*Processes and Coordination*

We manage cyber security and assess associated risks in these ways:

- ITSS, led by our Chief Information Security Officer (CISO), has first-line responsibility for our cybersecurity risk management processes, and works to coordinate efforts, priorities and oversight of cybersecurity risk;

- ITSS works with functional groups such as manufacturing, business operations, engineering, human resources, legal, and finance and is responsible for evaluating and assessing overall cybersecurity risk, and advising senior management and the Audit Committee regarding our cybersecurity risk profile and priorities as they evolve;

- we have established policies and processes for assessing, identifying, and managing material risk from cybersecurity threats, and have integrated these processes into our overall risk management systems and processes; and

- our Internal Audit group monitors certain IT systems controls that are integrated into our larger Sarbanes-Oxley control environment.

*Ongoing Evaluation and Assessment of Systems and Processes*

We take steps to monitor evolving regulatory, industry and legal requirements and best practices relating to cyber risk mitigation, and we employ standards and frameworks that we deem appropriate to address identified risks.

In addition to periodic in-depth evaluations of our applicable systems and processes, we monitor our IT systems and processes on an ongoing basis with the goal of identifying and remediating real and potential threats as they arise.

We adjust our systems, procedures, and policies as we deem necessary and in response to identified threats and risks.

For example, ITSS has implemented improvements to our protective measures that have included, but have not been limited to: endpoint intrusion detection and response software, vulnerability scans, regular patching of vulnerabilities, evaluating and reviewing log monitors, event correlation tools, network segmentation, system audits, data partitioning, privileged account segregation and monitoring, and tabletop exercises.

*Security Awareness Program to Train and Test Personnel*

We sponsor a multi-faceted security awareness program that includes regular, mandatory trainings for our personnel on best practices for cyber-hygiene including: multifactor authentication and single sign-on use for cloud applications; ways to identify social engineering techniques, policy and process awareness, periodic phishing simulations and other preparedness testing.

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*Cyber Incident Response Plan*

We maintain a cross-functional cyber incident response plan with defined roles and responsibilities and reporting protocols.

This plan focuses on responding to, identifying the severity of, and recovering from a breach as well as mitigating any impact to our business.

Generally, when a suspected breach is identified, the ITSS team will escalate the issue to the personnel identified in the plan for initial analysis and guidance.

In the event of an actual breach, the CISO will prepare an initial assessment and consult with our general counsel (GC) and our Chief Financial Officer (CFO).

Together, our GC, CFO and CISO will consult with other executives, including our Chief Executive Officer and our Chief Operating Officer, to determine the incident’s impact to our business.

This management group (in consultation with outside experts) will be responsible for determining whether a particular incident (alone or in combination with other factors) triggers any public reporting or third-party notification requirements.

*Regular Evaluation of Initiatives, Results and Priorities*

The ITSS team, in consultation with members of senior management, updates its strategy at least annually to account for changes in our business strategy, legal and regulatory developments across our geographic footprint, results of recent ITSS initiatives, and developments in the cybersecurity threat landscape.

On an annual basis the CISO updates the Audit Committee (generally with all other Board members in attendance) on the performance of cyber risk key performance indicators (KPIs), cyber risks, staffing and key ITSS initiatives.

On a quarterly basis the CISO updates the Audit Committee (generally with all other Board members in attendance) on the KPIs and any changes to our cyber risk mitigation efforts, and any cyber breaches that may have occurred.

Feedback from the Audit Committee and senior management assists us in determining whether any further changes to our existing policies and practices are warranted.

We expect that our cybersecurity risk management processes and strategy will continue to adapt as the cybersecurity threat landscape evolves.

We engage third parties to assist us with our cybersecurity risk management and strategy.

Some of these third parties provide us with ongoing assistance (such as threat monitoring, mitigation strategies, updates on emerging trends and developments and policy guidance) while others provide targeted assistance (such as security and forensic expertise) as needed.

*Review of Third Parties*

There are risks associated with sharing information with third parties, and with allowing third parties to access our systems.

Therefore, prior to integrating any third-party provider’s information into our systems, we assess their security maturity against our standards, assess business risks associated with integration and request changes as we deem necessary.

At March 31, [removed: 2023,] [added: 2024,] we owned and used the facilities described below:

| Hyderabad, India | | | | | | 167,554 | | | | | | Design and engineering | | |

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[removed: ][added: ]

*$100 invested on March 31, [removed: 2018] [added: 2019] in stock or index, including reinvestment of dividends

Copyright © [removed: 2023] [added: 2024] Standard & Poor's, a division of S&P Global.

| | | | [removed: 2018] [added: 2019] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2023] [added: 2024] | | |

On May [removed: 22, 2023,] [added: 16, 2024,] there were approximately [removed: 547] [added: 543] holders of record of our common stock.

Security Ownership of Certain Beneficial Owners [removed: And] [added: and] Management [removed: And] [added: and] Related Stockholder Matters," at page [removed: [51](#i67f06957943a4e668c54f881aae43082_352)] [added: [60](#i1ad66fcde2cf4204829a806ef7448bb9_379)] 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: 2023.][added: 2024.]

The following table sets forth our purchases of our common stock in the three months ended March 31, [removed: 2023:][added: 2024:]

| Microchip Technology Incorporated | | | 100.00 | | | | | | 83.05 | | | | | | 192.59 | | | | | | 188.72 | | | | | | 214.05 | | | | | | 233.99 | | |

| S&P 500 Stock Index | | | 100.00 | | | | | | 93.02 | | | | | | 145.44 | | | | | | 168.20 | | | | | | 155.20 | | | | | | 201.57 | | |

| Philadelphia Semiconductor Index | | | 100.00 | | | | | | 110.38 | | | | | | 231.77 | | | | | | 257.39 | | | | | | 246.23 | | | | | | 378.21 | | |

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| January 1, 2024 - January 31, 2024 | | | | | | — | | | | | | $ | — | | | | | — | | | | | | | | |

| February 1, 2024 - February 29, 2024 | | | | | | 2,790,831 | | | | | | $ | 83.05 | | | | | 2,790,831 | | | | | | | | |

| March 1, 2024 - March 31, 2024 | | | | | | 1,745,924 | | | | | | $ | 89.10 | | | | | 1,745,924 | | | | | | | | |

| | | | | | | 4,536,755 | | | | | | | | | | | | 4,536,755 | | | | | | $ | 1,646.5 | |

| 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 | | |

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| 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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[removed: Based on this evaluation, our Chief Executive Officer and our Chief Financial Officer have concluded that our disclosure controls and procedures were effective to ensure that information we are required to disclose in reports that we] file or submit under the Exchange Act (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (ii) is accumulated and communicated to our management, including our Chief Executive Officer and our Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

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. [added: GAAP.]

Management assessed our internal control over financial reporting as of March 31, [removed: 2023,] [added: 2024,] 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: 2023,] [added: 2024,] which is included on page [removed: F-[3](#i67f06957943a4e668c54f881aae43082_385).][added: F-[3](#i1ad66fcde2cf4204829a806ef7448bb9_415).]

During the three months ended March 31, [removed: 2023,] [added: 2024,] 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.

Based on this evaluation, our Chief Executive Officer and our Chief Financial Officer have concluded that our disclosure controls and procedures were effective to ensure that information we are required to disclose in reports that we

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GAAP.

*Trading Arrangements*

None of our officers or directors adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K) during the fourth quarter of fiscal 2024.

*Change of Control Agreements*

On May 21, 2024, our Board of Directors approved a form of Change of Control Severance Agreement (the “Severance Agreement”) and authorized the Company to enter into such an agreement with Ganesh Moorthy, our Chief Executive Officer and President; Richard Simoncic, our Chief Operating Officer and J.

Eric Bjornholt, our Senior Vice President and Chief Financial Officer.

The Severance Agreement provides that following the termination of employment under certain conditions (as described below) within the period beginning three months prior to a change of control of the company and ending on the two-year anniversary of the change of control (the “change of control period”), the executive’s employment is terminated by the company other than for “cause,” death or disability, or the executive resigns for “good reason,” then the executive will be entitled to receive:

- a lump sum payment equal to twenty four months (for Mr. Moorthy) and eighteen months (for Messrs.

Simoncic and Bjornholt) of his then-current annual base salary;

- a lump sum payment equal to two hundred percent (200%) (for Mr. Moorthy) and one hundred and fifty percent (150%) (for Messrs.

Simoncic and Bjornholt) of the employee’s highest annual incentive compensation amount paid during any of the preceding three (3) full plan years;

- a lump sum payment representing the cost of COBRA premiums for medical, vision and dental coverage for the employee and employee’s eligible dependents for twenty-four months (for Mr. Moorthy) and eighteen months (for Messrs.

Simoncic and Bjornholt); and

- accelerated vesting as to one hundred percent (100%) of the employee’s outstanding equity awards subject to service-based vesting and accelerated vesting of outstanding equity awards subject to performance-based vesting criteria at the greater of target performance or the amount provided under the terms of the individual award agreement.

The Severance Agreement conditions receipt of the severance payments and benefits under the agreement on the executive entering into a release of claims in favor of the company.

The Severance Agreement will supersede and replace the terms of the existing change in control severance agreements with Mr. Moorthy, Mr. Simoncic and Mr. Bjornholt.

The Severance Agreement effects certain changes to the existing change of control agreements for such executives including, for each such executive, the elimination of the payment to cover excise taxes under Section 4999 of the Internal Revenue Code if the payments provided in the change of control agreement result in “parachute payments” under Section 280G of the Internal Revenue Code and, for Mr. Bjornholt, the elimination of single-trigger vesting of all equity compensation upon a change of control.

The foregoing description of the form of Severance Agreement to be entered into with the executives specified above is qualified in its entirety by reference to the full text of the form of Change in Control Severance Agreement, a copy of which is filed with this Annual Report on Form 10-K as Exhibit 10.27.

*Board Member Retirement*

On May 20, 2024, Wade Meyercord informed us of his retirement from our Board of Directors effective immediately prior to our Annual Meeting of Stockholders to be held on August 20, 2024.

We thank Mr. Meyercord for his many years of service on the Board of Directors.

J.

Eric Bjornholt, our Senior Vice President and Chief Financial Officer has entered into a trading 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.

The foregoing disclosure is being made on a voluntary basis and not pursuant to any specific requirement under Form 10‑K, Form 8‑K or otherwise.

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Information on the members of our Board of Directors is incorporated herein by reference to our proxy statement for our [removed: 2023] [added: 2024] 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: 2023] [added: 2024] 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](#i67f06957943a4e668c54f881aae43082_307),] [added: [11](#i1ad66fcde2cf4204829a806ef7448bb9_328),] 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: 2023] [added: 2024] 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: 2023] [added: 2024] annual meeting of stockholders under the caption "Requirements, Including Deadlines, for Receipt of Stockholder Proposals for the [removed: 2023] [added: 2024] Annual Meeting of Stockholders; Discretionary Authority to Vote on Stockholder Proposals."

Information with respect to compliance with Section 16(a) of the Exchange Act, is incorporated herein by reference to our proxy statement for our 2024 annual meeting of stockholders under the caption "Delinquent Section 16(a) Reports."

Our Board of Directors has adopted insider trading policies and procedures governing the purchase, sale, or any other disposition of the Company’s securities and material non-public information that are designed to promote compliance with insider trading laws, rules, regulations, and applicable NASDAQ standards.

Our insider trading policies and procedures apply to the Company and its directors, officers, employees, contractors, agents, service providers, and their immediate family members and continue to apply so long as they remain in possession of material non-public information.

A copy of our insider trading policies and procedures is filed with this Annual Report on Form 10-K as Exhibit 19.1.

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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: 2023] [added: 2024] 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: 2023] [added: 2024] 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: 2023] [added: 2024] 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: 2023] [added: 2024] annual meeting of stockholders.

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: 2023] [added: 2024] 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: 2023] [added: 2024] annual meeting of stockholders.

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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: 2023] [added: 2024] 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: 2023] [added: 2024] 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: 2023] [added: 2024] annual meeting of stockholders.

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| | | | Report of Independent Registered Public Accounting Firm (PCAOB ID: 42) | | | [removed: F-[1](#i67f06957943a4e668c54f881aae43082_382)] [added: F-[1](#i1ad66fcde2cf4204829a806ef7448bb9_412)] | | |

| | | | Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting | | | [removed: F-[3](#i67f06957943a4e668c54f881aae43082_385)] [added: F-[3](#i1ad66fcde2cf4204829a806ef7448bb9_415)] | | |

| | | | Consolidated Balance Sheets as of March 31, [removed: 2023] [added: 2024] and [removed: 2022] [added: 2023] | | | [removed: F-[4](#i67f06957943a4e668c54f881aae43082_16)] [added: F-[4](#i1ad66fcde2cf4204829a806ef7448bb9_16)] | | |

| | | | Consolidated Statements of Income for each of the three years in the period ended March 31, [removed: 2023] [added: 2024] | | | [removed: F-[5](#i67f06957943a4e668c54f881aae43082_19)] [added: F-[5](#i1ad66fcde2cf4204829a806ef7448bb9_19)] | | |

| | | | Consolidated Statements of Comprehensive Income for each of the three years in the period ended March 31, [removed: 2023] [added: 2024] | | | [removed: F-[6](#i67f06957943a4e668c54f881aae43082_22)] [added: F-[6](#i1ad66fcde2cf4204829a806ef7448bb9_22)] | | |

| | | | Consolidated Statements of Cash Flows for each of the three years in the period ended March 31, [removed: 2023] [added: 2024] | | | [removed: F-[7](#i67f06957943a4e668c54f881aae43082_25)] [added: F-[7](#i1ad66fcde2cf4204829a806ef7448bb9_25)] | | |

| | | | Consolidated Statements of Changes in Equity for each of the three years in the period ended March 31, [removed: 2023] [added: 2024] | | | [removed: F-[9](#i67f06957943a4e668c54f881aae43082_28)] [added: F-[9](#i1ad66fcde2cf4204829a806ef7448bb9_28)] | | |

| | | | Notes to Consolidated Financial Statements | | | [removed: F-[10](#i67f06957943a4e668c54f881aae43082_31)] [added: F-[10](#i1ad66fcde2cf4204829a806ef7448bb9_31)] | | |

| 3.1 | | | [Amended and Restated Certificate of Incorporation of Microchip Technology [removed: Incorporated](http://www.sec.gov/Archives/edgar/data/827054/000082705421000251/exhibit31-amendedandrestat.htm)] [added: Incorporated](https://www.sec.gov/Archives/edgar/data/827054/000082705421000251/exhibit31-amendedandrestat.htm)] | | | 8-K | | | 000-21184 | | | | | | 3.1 | | | August 26, 2021 | | | | | |

| 3.2 | | | [Amended and Restated Bylaws [removed: of Registrant, as amended] effective [removed: May 25, 2021](http://www.sec.gov/Archives/edgar/data/827054/000119312521177139/d518405dex31.htm)] [added: August 22, 2023](https://www.sec.gov/Archives/edgar/data/827054/000082705423000147/ex31.htm)] | | | 8-K | | | 000-21184 | | | | | | 3.1 | | | [removed: May 28, 2021] [added: August 23, 2023] | | | | | |

| 4.1 | | | [Indenture dated as of February 11, 2015 between Microchip Technology Incorporated and Wells Fargo Bank, [removed: N.A.](http://www.sec.gov/Archives/edgar/data/827054/000119312515044138/d870240dex41.htm)] [added: N.A. (including Form of Global 1.625% Convertible Senior Subordinated Note due 2025)](https://www.sec.gov/Archives/edgar/data/827054/000119312515044138/d870240dex41.htm)] | | | 8-K | | | 000-21184 | | | | | | 4.1 | | | February 11, 2015 | | | | | |

| 4.2 | | | [Indenture dated as of February 15, 2017 between Microchip Technology Incorporated and Wells Fargo Bank, National [removed: Association](http://www.sec.gov/Archives/edgar/data/827054/000119312517045239/d341962dex41.htm)] [added: Association (including Form of Global 1.625% Convertible Senior Subordinated Note due 2027)](https://www.sec.gov/Archives/edgar/data/827054/000119312517045239/d341962dex41.htm)] | | | 8-K | | | 000-21184 | | | | | | 4.1 | | | February 15, 2017 | | | | | |

| [removed: 4.3] [added: 4.6] | | | [removed: [Indenture] [added: [Indenture,] dated as of [removed: February 15, 2017] [added: December 1, 2020,] between Microchip Technology Incorporated and Wells Fargo Bank, National [removed: Association](http://www.sec.gov/Archives/edgar/data/827054/000119312517045239/d341962dex43.htm)] [added: Association, as trustee](https://www.sec.gov/Archives/edgar/data/827054/000119312520308525/d60849dex41.htm)] | | | 8-K | | | 000-21184 | | | | | | [removed: 4.3] [added: 4.1] | | | [removed: February 15, 2017] [added: December 2, 2020] | | | | | |

| [removed: 4.4] [added: 4.3] | | | [Description of Registered [removed: Securities](http://www.sec.gov/Archives/edgar/data/827054/000082705420000119/ex44q4fy20.htm)] [added: Securities](https://www.sec.gov/Archives/edgar/data/827054/000082705424000098/ex43q4fy24.htm)] | | | [removed: 10-K] | | | [removed: 000-21184] | | | | | | [removed: 4.4] | | | [removed: May 22, 2020] | | | [added: X] | | |

| [removed: 4.5] [added: 4.8] | | | [Senior Secured Notes Indenture, dated as of May [removed: 29, 2020,] [added: 28, 2021,] by and among Microchip Technology Incorporated, the subsidiary guarantors named therein and Wells Fargo Bank, National Association, as trustee and collateral [removed: agent](http://www.sec.gov/Archives/edgar/data/827054/000119312520159535/d924588dex41.htm)] [added: agent](https://www.sec.gov/Archives/edgar/data/827054/000119312521177139/d518405dex41.htm)] | | | 8-K | | | 000-21184 | | | | | | 4.1 | | | [removed: June 3, 2020] [added: May 28, 2021] | | | | | |

| [removed: 4.6] [added: 4.4] | | | [Senior Notes Indenture, dated as of May 29, 2020, by and among Microchip Technology Incorporated, the subsidiary guarantors named therein and Wells Fargo Bank, National Association, as [removed: trustee](http://www.sec.gov/Archives/edgar/data/827054/000119312520159535/d924588dex42.htm)] [added: trustee](https://www.sec.gov/Archives/edgar/data/827054/000119312520159535/d924588dex42.htm)] | | | 8-K | | | 000-21184 | | | | | | 4.2 | | | June 3, 2020 | | | | | |

| [removed: 4.7] [added: 4.5] | | | [Form of [removed: 2.670%] [added: 4.250%] Senior [removed: Secured] Note due [removed: 2023] [added: 2025] (included in Exhibit [removed: 4.1] [added: 4.2] of 8-K filed on June 3, [removed: 2020)](http://www.sec.gov/Archives/edgar/data/827054/000119312520159535/d924588dex41.htm)] [added: 2020)](https://www.sec.gov/Archives/edgar/data/827054/000119312520159535/d924588dex42.htm)] | | | 8-K | | | 000-21184 | | | | | | [removed: 4.3] [added: 4.4] | | | June 3, 2020 | | | | | |

| [removed: 4.8] [added: 4.7] | | | [Form of [removed: 4.250%] [added: 0.125% Convertible] Senior Note due [removed: 2025] [added: 2024] (included in Exhibit [removed: 4.2] [added: 4.1] of [added: the] 8-K filed on [removed: June 3, 2020)](http://www.sec.gov/Archives/edgar/data/827054/000119312520159535/d924588dex42.htm)] [added: December 2, 2020)](https://www.sec.gov/Archives/edgar/data/827054/000119312520308525/d60849dex41.htm)] | | | 8-K | | | 000-21184 | | | | | | [removed: 4.4] [added: 4.2] | | | [removed: June 3,] [added: December 2,] 2020 | | | | | |

| [removed: 4.10] [added: 4.9] | | | [Form of [removed: 0.125% Convertible] [added: 0.983%] Senior [added: Secured] Note due 2024 (included in Exhibit 4.1 of [removed: the] 8-K filed on [removed: December 2, 2020)](http://www.sec.gov/Archives/edgar/data/827054/000119312520308525/d60849dex41.htm)] [added: May 28, 2021)](https://www.sec.gov/Archives/edgar/data/827054/000119312521177139/d518405dex41.htm)] | | | 8-K | | | 000-21184 | | | | | | 4.2 | | | [removed: December 2, 2020] [added: May 28, 2021] | | | | | |

| 4.11 | | | [removed: [Senior Secured Notes] [added: [First Supplemental] Indenture, dated as of [removed: December 17, 2020, by and] [added: March 7, 2024,] among Microchip Technology Incorporated, the subsidiary guarantors named therein and [removed: Wells Fargo Bank,] [added: Computershare Trust Company,] National Association, as [removed: trustee and collateral agent](http://www.sec.gov/Archives/edgar/data/827054/000119312520320765/d73424dex41.htm)] [added: trustee](https://www.sec.gov/Archives/edgar/data/827054/000119312524062263/d763249dex41.htm)] | | | 8-K | | | 000-21184 | | | | | | 4.1 | | | [removed: December 18, 2020] [added: March 7, 2024] | | | | | |

| 4.12 | | | [Form of [removed: 0.972% Senior Secured] [added: Global] Note [added: for the 5.050% Senior Notes] due [removed: 2024] [added: 2029] (included [removed: in] [added: as] Exhibit [removed: 4.1 of the 8-K filed on December 18, 2020)](http://www.sec.gov/Archives/edgar/data/827054/000119312520320765/d73424dex41.htm)] [added: A to Exhibit 4.1)](https://www.sec.gov/Archives/edgar/data/827054/000119312524062263/d763249dex41.htm)] | | | 8-K | | | 000-21184 | | | | | | 4.2 | | | [removed: December 18, 2020] [added: March 7, 2024] | | | | | |

| 10.1 | | | [Form of Capped Call [removed: Confirmation](http://www.sec.gov/Archives/edgar/data/827054/000119312520298744/d128744dex102.htm)] [added: Confirmation](https://www.sec.gov/Archives/edgar/data/827054/000119312520298744/d128744dex102.htm)] | | | 8-K | | | 000-21184 | | | | | | 10.2 | | | November 20, 2020 | | | | | |

| 10.2 | | | [Amended and Restated [removed: Guaranty,] [added: Credit Agreement,] dated as of [removed: May 29, 2018, made] [added: December 16, 2021,] by [removed: the subsidiaries of] [added: and among] Microchip Technology [removed: Incorporated] [added: Incorporated, the lenders from time to time] party thereto [removed: as guarantors in favor of] [added: and] JPMorgan Chase Bank, N.A., as [removed: Administrative Agent](http://www.sec.gov/Archives/edgar/data/827054/000119312518176340/d567764dex103.htm)] [added: administrative agent](https://www.sec.gov/Archives/edgar/data/827054/000082705421000314/ex-101.htm)] | | | 8-K | | | 000-21184 | | | | | | [removed: 10.3] [added: 10.1] | | | [removed: May 29, 2018] [added: December 16, 2021] | | | | | |

| 10.3 | | | [removed: [Amended] [added: [First Incremental Term Loan Amendment to the Amended] and Restated Credit Agreement, dated as of [removed: December 16, 2021,] [added: August 31, 2023,] by and among Microchip Technology Incorporated, the [removed: lenders from time to time] [added: subsidiaries of the Company] party [removed: thereto and] [added: thereto,] JPMorgan Chase Bank, N.A., as administrative [removed: agent](http://www.sec.gov/Archives/edgar/data/827054/000082705421000314/ex-101.htm)] [added: agent, and the lenders thereto](https://www.sec.gov/Archives/edgar/data/827054/000082705423000185/ex104q2fy24.htm)] | | | [removed: 8-K] [added: 10-Q] | | | 000-21184 | | | | | | [removed: 10.1] [added: 10.4] | | | [removed: December 16, 2021] [added: November 2, 2023] | | | | | |

| [removed: 10.4] [added: 10.5] | | | [Form of Indemnification Agreement between Registrant and its directors and certain of its [removed: officers](http://www.sec.gov/Archives/edgar/data/827054/000082705422000094/ex104q4fy22.htm)] [added: officers](https://www.sec.gov/Archives/edgar/data/827054/000082705422000094/ex104q4fy22.htm)] | | | 10-K | | | 000-21184 | | | | | | 10.4 | | | May 20, 2022 | | | | | |

| [removed: 10.5*] [added: 10.13*] | | | [Form of Notice of Grant for 2004 Equity Incentive Plan (including Exhibit A Stock Option [removed: Agreement)](http://www.sec.gov/Archives/edgar/data/827054/000104746904032009/a2145061zex-4_5.htm)] [added: Agreement)](https://www.sec.gov/Archives/edgar/data/827054/000104746904032009/a2145061zex-4_5.htm)] | | | S-8 | | | 333-119939 | | | | | | 4.5 | | | October 25, 2004 | | | | | |

| [removed: 10.6*] [added: 10.14*] | | | [Form of RSU Grant Notice and Global RSU Agreement [removed: V-4004](http://www.sec.gov/Archives/edgar/data/827054/000082705419000143/ex1017grantnoticeandgl.htm)] [added: V-4004](https://www.sec.gov/Archives/edgar/data/827054/000082705419000143/ex1017grantnoticeandgl.htm)] | | | 10-K | | | 000-21184 | | | | | | 10.17 | | | May 30, 2019 | | | | | |

| [removed: 10.7*] [added: 10.15*] | | | [Form of Notice of Stock Option Grant and Stock Option [removed: Agreement](http://www.sec.gov/Archives/edgar/data/827054/000082705419000143/ex1018noticeofstockopt.htm)] [added: Agreement](https://www.sec.gov/Archives/edgar/data/827054/000082705419000143/ex1018noticeofstockopt.htm)] | | | 10-K | | | 000-21184 | | | | | | 10.18 | | | May 30, 2019 | | | | | |

| [removed: 10.8*] [added: 10.16*] | | | [Form of CEO RSU Grant and RSU [removed: Agreement](http://www.sec.gov/Archives/edgar/data/827054/000082705419000143/ex1019ceograntandrsuagt.htm)] [added: Agreement](https://www.sec.gov/Archives/edgar/data/827054/000082705419000143/ex1019ceograntandrsuagt.htm)] | | | 10-K | | | 000-21184 | | | | | | 10.19 | | | May 30, 2019 | | | | | |

| [removed: 10.9*] [added: 10.17*] | | | [Form of Notice of Grant of RSU [removed: Agreement](http://www.sec.gov/Archives/edgar/data/827054/000082705419000143/ex1020s16grantandrsuagt.htm)] [added: Agreement](https://www.sec.gov/Archives/edgar/data/827054/000082705419000143/ex1020s16grantandrsuagt.htm)] | | | 10-K | | | 000-21184 | | | | | | 10.20 | | | May 30, 2019 | | | | | |

| [removed: 10.10*] [added: 10.18*] | | | [Notice of Grant of Restricted Stock Units [removed: (TSR)](http://www.sec.gov/Archives/edgar/data/827054/000082705420000019/exhibit101.htm)] [added: (TSR)](https://www.sec.gov/Archives/edgar/data/827054/000082705420000019/exhibit101.htm)] | | | 8-K | | | 000-21184 | | | | | | 10.1 | | | January 7, 2020 | | | | | |

| [removed: 10.11*] [added: 10.23*] | | | [Notice of Grant of Restricted Stock Units (PSU, 8 Quarters, Ops Matrix)](https://www.sec.gov/Archives/edgar/data/827054/000082705423000080/ex1011q4fy23.htm) | | | [added: 10-K] | | | [added: 000-21184] | | | | | | [added: 10.11] | | | [added: May 25, 2023] | | | [removed: X] | | |

| [removed: 10.12*] [added: 10.24*] | | | [Notice of Grant of Restricted Stock Units (PSU, 12 Quarters, Updated Ops Matrix)](https://www.sec.gov/Archives/edgar/data/827054/000082705423000080/ex1012q4fy23.htm) | | | [added: 10-K] | | | [added: 000-21184] | | | | | | [added: 10.12] | | | [added: May 25, 2023] | | | [removed: X] | | |

| [removed: 10.13*] [added: 10.6*] | | | [Management Incentive Compensation Plan (as amended through February 26, [removed: 2021)](http://www.sec.gov/Archives/edgar/data/827054/000082705421000065/exhibit101managementincent.htm)] [added: 2021)](https://www.sec.gov/Archives/edgar/data/827054/000082705421000065/exhibit101managementincent.htm)] | | | 8-K | | | 000-21184 | | | | | | 10.1 | | | March 2, 2021 | | | | | |

| [removed: 10.14*] [added: 10.7*] | | | [Microchip Technology Incorporated Supplemental Retirement [removed: Plan](http://www.sec.gov/Archives/edgar/data/827054/000095014702001573/ex4-1_1.txt)] [added: Plan](https://www.sec.gov/Archives/edgar/data/827054/000095014702001573/ex4-1_1.txt)] | | | S-8 | | | 333-101696 | | | | | | 4.1.1 | | | December 6, 2002 | | | | | |

| [removed: 10.15*] [added: 10.8*] | | | [Amendments to Supplemental Retirement [removed: Plan](http://www.sec.gov/Archives/edgar/data/827054/000110465906007461/a06-4622_1ex10d1.htm)] [added: Plan](https://www.sec.gov/Archives/edgar/data/827054/000110465906007461/a06-4622_1ex10d1.htm)] | | | 10-Q | | | 000-21184 | | | | | | 10.1 | | | February 9, 2006 | | | | | |

| [removed: 10.16*] [added: 10.9*] | | | [Amended and Restated Adoption Agreement [removed: to] [added: for] the Microchip Technology Incorporated Supplemental Retirement Plan dated [removed: October 8, 2008, as amended December 15, 2008](http://www.sec.gov/Archives/edgar/data/827054/000082705416000344/ex1028.htm)] [added: January 1, 2024](https://www.sec.gov/Archives/edgar/data/827054/000082705424000098/ex109q4fy24.htm)] | | | [removed: 10-K] | | | [removed: 000-21184] | | | | | | [removed: 10.28] | | | [removed: May 24, 2016] | | | [added: X] | | |

| [removed: 10.17*] [added: 10.12*] | | | [2004 Equity Incentive Plan, as amended through [removed: May 24, 2022](http://www.sec.gov/Archives/edgar/data/827054/000082705422000148/ex101q1fy23.htm)] [added: April 6, 2023](https://www.sec.gov/Archives/edgar/data/827054/000082705423000132/ex101q1fy24.htm)] | | | 10-Q | | | 000-21184 | | | | | | 10.1 | | | August [removed: 2, 2022] [added: 3, 2023] | | | | | |

| [removed: 10.18*] [added: 10.10*] | | | [2001 Employee Stock Purchase Plan, as amended [added: and restated] through [removed: October 12, 2021](http://www.sec.gov/Archives/edgar/data/827054/000082705421000280/ex102q2fy22.htm)] [added: August 22, 2023](https://www.sec.gov/Archives/edgar/data/827054/000082705423000147/ex101.htm)] | | | [removed: 10-Q] [added: 8-K] | | | 000-21184 | | | | | | [removed: 10.2] [added: 10.1] | | | [removed: November 4, 2021] [added: August 23, 2023] | | | | | |

| [removed: 10.19*] [added: 10.11*] | | | [1994 International Employee Stock Purchase Plan, as amended [added: and restated] through [removed: October 12, 2021](http://www.sec.gov/Archives/edgar/data/827054/000082705421000280/ex103q2fy22.htm)] [added: August 22, 2023](https://www.sec.gov/Archives/edgar/data/827054/000082705423000147/ex102.htm)] | | | [removed: 10-Q] [added: 8-K] | | | 000-21184 | | | | | | [removed: 10.3] [added: 10.2] | | | [removed: November 4, 2021] [added: August 23, 2023] | | | | | |

| [removed: 10.20*] [added: 10.19*] | | | [Form of Notice of Grant of Restricted Stock Units (Performance) for 2004 Equity Incentive Plan (including Exhibit A Performance [removed: Matrix)](http://www.sec.gov/Archives/edgar/data/827054/000082705422000094/ex1018q4fy22.htm)] [added: Matrix)](https://www.sec.gov/Archives/edgar/data/827054/000082705422000094/ex1018q4fy22.htm)] | | | 10-K | | | 000-21184 | | | | | | 10.18 | | | May 20, 2022 | | | | | |

| [removed: 10.21*] [added: 10.20*] | | | [Form of Notice of Grant of Restricted Stock Units for 2004 Equity Incentive [removed: Plan](http://www.sec.gov/Archives/edgar/data/827054/000082705422000094/ex1019q4fy22.htm)] [added: Plan](https://www.sec.gov/Archives/edgar/data/827054/000082705422000094/ex1019q4fy22.htm)] | | | 10-K | | | 000-21184 | | | | | | 10.19 | | | May 20, 2022 | | | | | |

| [removed: 10.22*] [added: 10.21*] | | | [Form of Notice of Grant of Restricted Stock Units (Performance) for 2004 Equity Incentive Plan (including Exhibit A Performance [removed: Matrix)](http://www.sec.gov/Archives/edgar/data/827054/000082705422000193/ex101q2fy23.htm)] [added: Matrix)](https://www.sec.gov/Archives/edgar/data/827054/000082705422000193/ex101q2fy23.htm)] | | | 10-Q | | | 000-21184 | | | | | | 10.1 | | | November 3, 2022 | | | | | |

| [removed: 10.23*] [added: 10.22*] | | | [Amended and Restated Form of Notice of Grant of Restricted Stock Units (Performance) for 2004 Equity Incentive Plan (including Exhibit A Performance [removed: Matrix)](http://www.sec.gov/Archives/edgar/data/827054/000082705423000020/ex101q3fy23.htm)] [added: Matrix)](https://www.sec.gov/Archives/edgar/data/827054/000082705423000020/ex101q3fy23.htm)] | | | 10-Q | | | 000-21184 | | | | | | 10.1 | | | February 2, 2023 | | | | | |

| [removed: 10.24*] [added: 10.25*] | | | [Change of Control Severance Agreement (Single [removed: Trigger)](http://www.sec.gov/Archives/edgar/data/827054/000082705408000248/ex10_1.htm)] [added: Trigger)](https://www.sec.gov/Archives/edgar/data/827054/000082705408000248/ex10_1.htm)] | | | 8-K | | | 000-21184 | | | | | | 10.1 | | | December 18, 2008 | | | | | |

| [removed: 10.25*] [added: 10.26*] | | | [Change of Control Severance Agreement (Double [removed: Trigger)](http://www.sec.gov/Archives/edgar/data/827054/000082705408000248/ex10_2.htm)] [added: Trigger)](https://www.sec.gov/Archives/edgar/data/827054/000082705408000248/ex10_2.htm)] | | | 8-K | | | 000-21184 | | | | | | 10.2 | | | December 18, 2008 | | | | | |

| 19.1 | | | [Insider Trading [removed: Policy](https://www.sec.gov/Archives/edgar/data/827054/000082705423000080/ex191q4fy23.htm)] [added: Policy](https://www.sec.gov/Archives/edgar/data/827054/000082705424000098/ex191q4fy24.htm)] | | | | | | | | | | | | | | | | | | X | | |

| 19.2 | | | [Requirements for 10b5-1 Trading [removed: Plans](https://www.sec.gov/Archives/edgar/data/827054/000082705423000080/ex192q4fy23.htm)] [added: Plans](https://www.sec.gov/Archives/edgar/data/827054/000082705424000098/ex192q4fy24.htm)] | | | | | | | | | | | | | | | | | | X | | |

[Table of Contents](#i1ad66fcde2cf4204829a806ef7448bb9_286)

| 4.10 | | | [Indenture dated February 29, 2024, by and between Microchip Technology Incorporated and Computershare Trust Company, National Association, as trustee](https://www.sec.gov/Archives/edgar/data/310568/000119312524053389/d768941dex41.htm) | | | S-3ASR | | | 333-277512 | | | | | | 4.1 | | | February 29, 2024 | | | | | |

[Table of Contents](#i1ad66fcde2cf4204829a806ef7448bb9_286)

| 10.4 | | | [Form of Dealer Agreement between Microchip Technology Incorporated, as issuer, and the applicable Dealer party thereto](https://www.sec.gov/Archives/edgar/data/827054/000082705423000170/ex-101.htm) | | | 8-K | | | 000-21184 | | | | | | 10.1 | | | September 15, 2023 | | | | | |

[Table of Contents](#i1ad66fcde2cf4204829a806ef7448bb9_286)

| 10.27* | | | [Change of Control Severance Agreement](https://www.sec.gov/Archives/edgar/data/827054/000082705424000098/ex1027q4fy24.htm) | | | | | | | | | | | | | | | | | | X | | |

| 22.1 | | | [Subsidiary Guarantors and Issuers of Guaranteed Securities](https://www.sec.gov/Archives/edgar/data/827054/000082705424000098/ex221q4fy24.htm) | | | | | | | | | | | | | | | | | | X | | |

| 97.1 | | | [Compensation Recovery Policy](https://www.sec.gov/Archives/edgar/data/827054/000082705424000098/ex971q4fy24.htm) | | | | | | | | | | | | | | | | | | X | | |

[Table of Contents](#i1ad66fcde2cf4204829a806ef7448bb9_286)

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

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

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

[Table of Contents](#i1ad66fcde2cf4204829a806ef7448bb9_286)

[Table of Contents](#i1ad66fcde2cf4204829a806ef7448bb9_286)

[Table of Contents](#i1ad66fcde2cf4204829a806ef7448bb9_286)

| /s/ Ellen L. Barker | | | | | | | | | Director | | | | | | May 23, 2024 | | |

| Ellen L. Barker | | | | | | | | | | | | | | | | | |

[Table of Contents](#i1ad66fcde2cf4204829a806ef7448bb9_286)

[Table of Contents](#i67f06957943a4e668c54f881aae43082_277)

| 4.9 | | | [Indenture, dated as of December 1, 2020, between Microchip Technology Incorporated and Wells Fargo Bank, National Association, as trustee](http://www.sec.gov/Archives/edgar/data/827054/000119312520308525/d60849dex41.htm) | | | 8-K | | | 000-21184 | | | | | | 4.1 | | | December 2, 2020 | | | | | |

| 4.13 | | | [Senior Secured Notes Indenture, dated as of May 28, 2021, by and among Microchip Technology Incorporated, the subsidiary guarantors named therein and Wells Fargo Bank, National Association, as trustee and collateral agent](http://www.sec.gov/Archives/edgar/data/827054/000119312521177139/d518405dex41.htm) | | | 8-K | | | 000-21184 | | | | | | 4.1 | | | May 28, 2021 | | | | | |

| 4.14 | | | [Form of 0.983% Senior Secured Note due 2024 (included in Exhibit 4.1 of 8-K filed on May 28, 2021)](http://www.sec.gov/Archives/edgar/data/827054/000119312521177139/d518405dex41.htm) | | | 8-K | | | 000-21184 | | | | | | 4.2 | | | May 28, 2021 | | | | | |

| 10.26 | | | [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 | | | | | |

| Esther L. Johnson | | | | | | | | | | | | | | | | | |

| /s/ Karlton D. Johnson | | | | | | | | | Director | | | | | | May 25, 2023 | | |

YEAR ENDED MARCH 31, [removed: 2023][added: 2024]

| Report of Independent Registered Public Accounting Firm (PCAOB ID: 42) | | | [removed: F-[1](#i67f06957943a4e668c54f881aae43082_382)] [added: F-[1](#i1ad66fcde2cf4204829a806ef7448bb9_412)] | | |

| Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting | | | [removed: F-[3](#i67f06957943a4e668c54f881aae43082_385)] [added: F-[3](#i1ad66fcde2cf4204829a806ef7448bb9_415)] | | |

| Consolidated Balance Sheets as of March 31, [removed: 2023] [added: 2024] and [removed: 2022] [added: 2023] | | | [removed: F-[4](#i67f06957943a4e668c54f881aae43082_16)] [added: F-[4](#i1ad66fcde2cf4204829a806ef7448bb9_16)] | | |

| Consolidated Statements of Income for each of the three years in the period ended March 31, [removed: 2023] [added: 2024] | | | [removed: F-[5](#i67f06957943a4e668c54f881aae43082_19)] [added: F-[5](#i1ad66fcde2cf4204829a806ef7448bb9_19)] | | |

| Consolidated Statements of Comprehensive Income for each of the three years in the period ended March 31, [removed: 2023] [added: 2024] | | | [removed: F-[6](#i67f06957943a4e668c54f881aae43082_22)] [added: F-[6](#i1ad66fcde2cf4204829a806ef7448bb9_22)] | | |

| Consolidated Statements of Cash Flows for each of the three years in the period ended March 31, [removed: 2023] [added: 2024] | | | [removed: F-[7](#i67f06957943a4e668c54f881aae43082_25)] [added: F-[7](#i1ad66fcde2cf4204829a806ef7448bb9_25)] | | |

| Consolidated Statements of Changes in Equity for each of the three years in the period ended March 31, [removed: 2023] [added: 2024] | | | [removed: F-[9](#i67f06957943a4e668c54f881aae43082_28)] [added: F-[9](#i1ad66fcde2cf4204829a806ef7448bb9_28)] | | |

| Notes to Consolidated Financial Statements | | | [removed: F-[10](#i67f06957943a4e668c54f881aae43082_31)] [added: F-[10](#i1ad66fcde2cf4204829a806ef7448bb9_31)] | | |

We have audited the accompanying consolidated balance sheets of Microchip Technology Incorporated and subsidiaries (the Company) as of March 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] 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: 2023,] [added: 2024,] 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: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the results of its operations and its cash flows for each of the three years in the period ended March 31, [removed: 2023,] [added: 2024,] 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: 2023,] [added: 2024,] 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: 25, 2023] [added: 23, 2024] expressed an unqualified opinion thereon.

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, [removed: Debt] [added: *Debt] with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity's Own [removed: Equity.][added: Equity.*]

| *Description of the Matter* | | | | | | As more fully described in Note 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 tax positions taken on these returns. Because the matters challenged by authorities can be complex and subject to interpretation, their ultimate outcome is uncertain. The Company uses significant judgment in (1) determining whether a tax position, based on its technical merits, is more-likely-than-not to be sustained upon examination and (2) measuring the amount of tax benefit that qualifies for recognition. As of March 31, [removed: 2023,] [added: 2024,] the Company recognized accrued liabilities for unrecognized tax benefits associated with various tax positions totaling [removed: $848.0] [added: $792.4] million. Auditing the recognition and measurement of unrecognized tax benefits was challenging and requires a high degree of auditor judgment and increased extent of effort, including the involvement of our tax 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 their financial statement impact. Our audit procedures included, among others, evaluating the judgments the Company made to develop its 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 measure material unrecognized tax benefits. We involved our tax professionals, including international tax, transfer pricing and local professionals located in 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 [removed: and] [added: and, as applicable,] evaluated tax opinions or other third-party advice obtained by the Company. We also evaluated the adequacy of the Company’s disclosures included in Note 11 in relation to these tax matters. | | |

We have audited Microchip Technology Incorporated and subsidiaries’ internal control over financial reporting as of March 31, [removed: 2023,] [added: 2024,] 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 and subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of March 31, [removed: 2023,] [added: 2024,] 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: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] 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: 2023,] [added: 2024,] and the related notes and our report dated May [removed: 25, 2023] [added: 23, 2024] expressed an unqualified opinion thereon.

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