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Cover and table of contents

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Cover and table of contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2021

OR

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission File Number: 0-21184

mchp-20210930_g1.jpg

MICROCHIP TECHNOLOGY INCORPORATED

(Exact Name of Registrant as Specified in Its Charter)

Delaware86-0629024
(State or Other Jurisdiction of Incorporation or Organization)(IRS Employer Identification No.)

2355 W. Chandler Blvd., Chandler, AZ 85224-6199

(480) 792-7200

(Address, Including Zip Code, and Telephone Number,

Including Area Code, of Registrant's

Principal Executive Offices)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to the filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act:

Large accelerated filer☒Accelerated filer☐
Non-accelerated filer☐Smaller reporting company☐
Emerging growth company☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). (Check One)

Yes ☐ No ☒

Shares Outstanding of Registrant's Common Stock

Title of Each ClassTrading SymbolName of Each Exchange on Which RegisteredOctober 28, 2021
Common Stock, $0.001 par valueMCHPNASDAQ Stock Market LLC554,870,712 shares
(Nasdaq Global Select Market)

Table of Contents

MICROCHIP TECHNOLOGY INCORPORATED AND SUBSIDIARIES

INDEX

PART I. FINANCIAL INFORMATION
Item 1.Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets – September 30, 2021 and March 31, 20214
Condensed Consolidated Statements of Income – Three and Six Months Ended September 30, 2021 and 20205
Condensed Consolidated Statements of Comprehensive Income – Three and Six Months Ended September 30, 2021 and 20206
Condensed Consolidated Statements of Cash Flows – Six Months Ended September 30, 2021 and 20207
Condensed Consolidated Statements of Changes in Equity – Three and Six Months Ended September 30, 2021 and 20208
Notes to Condensed Consolidated Financial Statements10
Item 2.Management's Discussion and Analysis of Financial Condition and Results of Operations24
Item 3.Quantitative and Qualitative Disclosures About Market Risk36
Item 4.Controls and Procedures36
PART II. OTHER INFORMATION
Item 1.Legal Proceedings38
Item 1A.Risk Factors38
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds55
Item 6.Exhibits56
Signatures
Certifications
Exhibits

Table of Contents

MICROCHIP TECHNOLOGY INCORPORATED AND SUBSIDIARIES

Defined Terms(1)

TermDefinition
3.922% 2021 Notes2021 Senior Secured Notes, maturing June 1, 2021
4.333% 2023 Notes2023 Senior Secured Notes, maturing June 1, 2023
2.670% 2023 Notes2023 Senior Secured Notes, maturing September 1, 2023
0.972% 2024 Notes2024 Senior Secured Notes, maturing February 15, 2024
0.983% 2024 Notes2024 Senior Secured Notes, maturing September 1, 2024
4.250% 2025 Notes2025 Senior Unsecured Notes, maturing September 1, 2025
2015 Senior Convertible Debt2015 Senior Convertible Debt, maturing February 15, 2025
2017 Senior Convertible Debt2017 Senior Convertible Debt, maturing February 15, 2027
2020 Senior Convertible Debt2020 Senior Convertible Debt, maturing November 15, 2024
2017 Junior Convertible Debt2017 Junior Convertible Debt, maturing February 15, 2037
ASUAccounting Standards Update
Bridge Loan Facility364-Day Senior Secured bridge credit agreement which provides for a term loan facility
CEMsClient engagement managers
Convertible Debt2015 Senior Convertible Debt, 2017 Senior Convertible Debt, 2020 Senior Convertible Debt, and 2017 Junior Convertible Debt
Credit AgreementCredit agreement, dated as of May 29, 2018, as subsequently amended, among the Company, as borrower, the lenders from time to time party thereto, J.P.Morgan Chase Bank, N.A., as administrative agent, providing for the Revolving Credit Facility and the Term Loan Facility
EARExport Administration Regulation
ESEsEmbedded solutions engineers
Exchange ActSecurities Exchange Act of 1934, as amended
FASBFinancial Accounting Standards Board
FPGAField-programmable gate array
LIBORLondon Interbank Offered Rate
OEMsOriginal equipment manufacturers
R&DResearch and development
Revolving Credit Facility$3.57 billion revolving credit facility created pursuant to the Credit Agreement
RSUsRestricted stock units
SECU.S. Securities and Exchange Commission
Senior IndebtednessRevolving Credit Facility, Term Loan Facility, Bridge Loan Facility, 3.922% 2021 Notes, 4.333% 2023 Notes, 2.670% 2023 Notes, 0.972% 2024 Notes, 0.983% 2024 Notes, and 4.250% 2025 Notes
Senior Notes3.922% 2021 Notes, 4.333% 2023 Notes, 2.670% 2023 Notes, 0.972% 2024 Notes, 0.983% 2024 Notes, and 4.250% 2025 Notes
SARsStock appreciation rights
TCJATax Cuts and Jobs Act of 2017
Term Loan Facility$3.00 billion term loan facility created pursuant to the Credit Agreement
U.S. GAAPU.S. Generally Accepted Accounting Principles

(1) Certain terms used within this Form 10-Q are defined in the above table.

Table of Contents

PART I. FINANCIAL INFORMATION

Next: Item 1. Financial Statements