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 December 31, 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-20211231_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 RegisteredJanuary 27, 2022
Common Stock, $0.001 par valueMCHPNASDAQ Stock Market LLC555,990,729 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 – December 31, 2021 and March 31, 20214
Condensed Consolidated Statements of Income – Three and Nine Months Ended December 31, 2021 and 20205
Condensed Consolidated Statements of Comprehensive Income – Three and Nine Months Ended December 31, 2021 and 20206
Condensed Consolidated Statements of Cash Flows – Nine Months Ended December 31, 2021 and 20207
Condensed Consolidated Statements of Changes in Equity – Three and Nine Months Ended December 31, 2021 and 20208
Notes to Condensed Consolidated Financial Statements10
Item 2.Management's Discussion and Analysis of Financial Condition and Results of Operations25
Item 3.Quantitative and Qualitative Disclosures About Market Risk37
Item 4.Controls and Procedures38
PART II. OTHER INFORMATION
Item 1.Legal Proceedings39
Item 1A.Risk Factors39
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds58
Item 6.Exhibits59
Signatures
Certifications
Exhibits

Table of Contents

MICROCHIP TECHNOLOGY INCORPORATED AND SUBSIDIARIES

Defined Terms(1)

TermDefinition
3.922% 2021 Notes2021 Senior Secured Notes, matured on June 1, 2021
4.333% 2023 Notes2023 Senior Unsecured Notes, maturing June 1, 2023
2.670% 2023 Notes2023 Senior Unsecured Notes, maturing September 1, 2023
0.972% 2024 Notes2024 Senior Unsecured Notes, maturing February 15, 2024
0.983% 2024 Notes2024 Senior Unsecured 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 AgreementAmended 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 agent
EARExport Administration Regulation
ESEsEmbedded solutions engineers
EURIBOREuro Interbank Offered Rate
Exchange ActSecurities Exchange Act of 1934, as amended
FASBFinancial Accounting Standards Board
FPGAField-programmable gate array
OEMsOriginal equipment manufacturers
R&DResearch and development
Revolving Credit Facility$2.75 billion revolving credit facility created pursuant to the Credit Agreement
RSUsRestricted stock units
SARsStock appreciation rights
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
SOFRSecured Overnight Financing Rate
SONIASterling Overnight Index Average
TCJATax Cuts and Jobs Act of 2017
Term Loan Facility$3.00 billion term loan facility available under the Credit Agreement prior to the December 16, 2021 amendment to such 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