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, 2023

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

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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

(Address of Registrant's Principal Executive Offices)

(480) 792-7200

(Registrant's Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each ClassTrading Symbol(s)Name of Each Exchange on Which Registered
Common Stock, $0.001 par valueMCHPNASDAQ Stock Market LLC
(Nasdaq Global Select Market)

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).

Yes ☐ No ☒

The number of shares outstanding of the registrant's Common Stock, $0.001 par value, as of October 26, 2023 was 541,045,298.

MICROCHIP TECHNOLOGY INCORPORATED AND SUBSIDIARIES

INDEX

PART I. FINANCIAL INFORMATION
Item 1.Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets – September 30, 2023 and March 31, 20234
Condensed Consolidated Statements of Income – Three and Six Months Ended September 30, 2023 and 20225
Condensed Consolidated Statements of Comprehensive Income – Three and Six Months Ended September 30, 2023 and 20226
Condensed Consolidated Statements of Cash Flows – Six Months Ended September 30, 2023 and 20227
Condensed Consolidated Statements of Changes in Equity - Three and Six Months Ended September 30, 2023 and 20228
Notes to Condensed Consolidated Financial Statements10
Item 2.Management's Discussion and Analysis of Financial Condition and Results of Operations23
Item 3.Quantitative and Qualitative Disclosures About Market Risk35
Item 4.Controls and Procedures35
PART II. OTHER INFORMATION
Item 1.Legal Proceedings36
Item 1A.Risk Factors36
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds58
Item 3.Defaults Upon Senior Securities58
Item 4.Mine Safety Disclosures59
Item 5.Other Information59
Item 6.Exhibits60
Signatures

MICROCHIP TECHNOLOGY INCORPORATED AND SUBSIDIARIES

Defined Terms(1)

TermDefinition
4.333% 2023 Notes2023 Senior Unsecured Notes, matured on June 1, 2023
2.670% 2023 Notes2023 Senior Unsecured Notes, matured on September 1, 2023
0.972% 2024 Notes2024 Senior Unsecured Notes, maturing on February 15, 2024
0.983% 2024 Notes2024 Senior Unsecured Notes, maturing on September 1, 2024
4.250% 2025 Notes2025 Senior Unsecured Notes, maturing on September 1, 2025
2015 Senior Convertible Debt2015 Senior Convertible Debt, maturing on February 15, 2025
2017 Senior Convertible Debt2017 Senior Convertible Debt, maturing on February 15, 2027
2020 Senior Convertible Debt2020 Senior Convertible Debt, maturing on November 15, 2024
2017 Junior Convertible Debt2017 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
ASUAccounting Standards Update
ASU 2020-06ASU 2020-06 - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity's Own Equity
CEMsClient engagement managers
CHIPS ActCHIPS and Science Act of 2022
Commercial PaperShort-term unsecured promissory notes, of up to $2.75 billion outstanding at any one time
Convertible Debt2015 Senior Convertible Debt, 2017 Senior Convertible Debt, 2020 Senior Convertible Debt, and 2017 Junior Convertible Debt prior to the May 2023 settlement
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, as amended by the First Incremental Term Loan Amendment, dated as of August 31, 2023
EARExport Administration Regulation
ESEsEmbedded solutions engineers
ESGEnvironmental, social and governance
Exchange ActSecurities Exchange Act of 1934, as amended
FASBFinancial Accounting Standards Board
FPGAField-programmable gate array
LTSAsLong-term supply agreements
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
SECU.S. Securities and Exchange Commission
Senior Credit FacilitiesRevolving Credit Facility and 2025 Term Loan Facility
Senior IndebtednessRevolving Credit Facility, 2025 Term Loan Facility, Commercial Paper, 4.333% 2023 Notes, 2.670% 2023 Notes, 0.972% 2024 Notes, 0.983% 2024 Notes, and 4.250% 2025 Notes
Senior Notes4.333% 2023 Notes, 2.670% 2023 Notes, 0.972% 2024 Notes, 0.983% 2024 Notes, and 4.250% 2025 Notes
SiCSilicon Carbide
SOFRSecured Overnight Financing Rate
TCJATax Cuts and Jobs Act of 2017
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