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Microchip Technology Announces Record Net Sales

  Microchip Technology Announces Record Net Sales

  *RECORD NET SALES OF $416 MILLION
  *ON A NON-GAAP BASIS: GROSS MARGINS OF 56.0%; OPERATING INCOME OF $105.6
    MILLION; NET INCOME OF $84.5 MILLION; AND EPS OF 41 CENTS PER DILUTED
    SHARE. THE FIRST CALL PUBLISHED ESTIMATE FOR NON-GAAP EPS WAS 39 CENTS.
  *ON A GAAP BASIS: GROSS MARGINS OF 48.2%; OPERATING INCOME OF $17.4
    MILLION; NET INCOME OF $10.2 MILLION; AND EPS OF 5 CENTS PER DILUTED
    SHARE. THERE WAS NO PUBLISHED FIRST CALL ESTIMATE FOR GAAP EPS.
  *RECORD NET SALES FOR MICROCONTROLLERS
  *RECORD NET SALES OF 16-BIT MICROCONTROLLERS, 32-BIT MICROCONTROLLERS AND
    ANALOG PRODUCTS
  *LICENSING NET SALES OF $21.3 MILLION, UP 6% SEQUENTIALLY

Business Wire

CHANDLER, Ariz. -- February 7, 2013

Microchip Technology Incorporated (NASDAQ: MCHP), a leading provider of
microcontroller, mixed-signal, analog and Flash-IP solutions, today reported
results for the three months ended December 31, 2012 as summarized in the
following table:

(in millions,
except earnings per    Three Months Ended December 31, 2012
diluted share and
percentages)
                      GAAP^1        % of Net   Non-         % of Net
                                          Sales        GAAP           Sales
Net Sales              $ 416.0                $ 416.0      
Gross Margin           $ 200.4      48.2  %    $ 233.1      56.0  %
Operating Income       $ 17.4       4.2   %    $ 105.6      25.4  %
Other Expense          $ 7.7                  $ 5.6        
Income Tax              ($0.5   )             $ 15.5       
Provision (Benefit)
Net Income             $ 10.2       2.4   %    $ 84.5       20.3  %
Earnings per            5 cents               41 cents   
Diluted Share

^1 See the “Use of Non-GAAP Financial Measures” section of this release.

Consolidated GAAP net sales for the third quarter of fiscal 2013 were a record
$416 million, up 8.5% sequentially from net sales of $383.3 million in the
immediately preceding quarter, and up 26.4% from net sales of $329.2 million
in the prior year’s third fiscal quarter. Consolidated GAAP net income for the
third quarter of fiscal 2013 was $10.2 million, or five cents per diluted
share, up from a GAAP net loss of $21.2 million, or 11 cents per diluted
share, in the immediately preceding quarter, and down from GAAP net income of
$77.5 million, or 38 cents per diluted share, in the prior year’s third fiscal
quarter. The GAAP results were negatively impacted by the expenses associated
with our acquisition activities as more fully described later in this release.

Consolidated non-GAAP net sales for the third quarter of fiscal 2013 were a
record $416 million, up 2.0% sequentially from non-GAAP net sales of $407.8
million in the immediately preceding quarter, and up 26.4% from non-GAAP net
sales of $329.2 million in the prior year’s third fiscal quarter. Consolidated
non-GAAP net income for the third quarter of fiscal 2013 was $84.5 million, or
41 cents per diluted share, down 13.5% from non-GAAP net income of $97.7
million, or 48 cents per diluted share, in the immediately preceding quarter,
and down 1.1% from non-GAAP net income of $85.4 million, or 42 cents per
diluted share, in the prior year’s third fiscal quarter. For the third
quarters of fiscal 2013 and fiscal 2012, our non-GAAP results exclude the
effect of share-based compensation, expenses related to our acquisition
activities (including intangible asset amortization, inventory valuation
costs, restructuring costs, earn out adjustments and legal and other general
and administrative expenses associated with acquisitions), and non-cash
interest expense on our convertible debentures. A reconciliation of our
non-GAAP and GAAP results is included in this press release.

Microchip also announced today that its Board of Directors declared a
quarterly cash dividend on its common stock of 35.3 cents per share. The
quarterly dividend is payable on March 7, 2013 to stockholders of record on
February 21, 2013.

“We were pleased with our execution in the December quarter despite a very
challenging macroeconomic environment,” said Steve Sanghi, President and CEO.
“Our net sales, gross margin, operating expenses and earnings per share were
all better than the mid-point of our guidance given on November 8, 2012.”

Mr. Sanghi added, “We achieved an all-time record in net sales of $416 million
in the December quarter. Net sales of microcontroller products were up 1.8%
sequentially at $266 million, while achieving record sales for 16-bit as well
as 32-bit microcontrollers, thus exemplifying our continued strength in this
market.”

“Our 16-bit microcontroller business was up 12.6% sequentially in the December
quarter, achieving a new record for revenue,” said Ganesh Moorthy, Chief
Operating Officer. “We continue to expand the breadth of the 16-bit solutions
we are offering, and customers we are serving, as we continue to gain share in
this market.”

Mr. Moorthy continued, “Our 32-bit microcontroller revenue was up 17.4%
sequentially in the December quarter, also achieving a new record. We are
continuing to win new designs and expanding into new applications to enable
further growth in revenue and market share.”

Mr. Moorthy concluded, “Our analog revenue grew 7.7% sequentially in the
December quarter to achieve a new record, and our analog business continues to
perform exceptionally well. Analog revenue represented 22.4% of Microchip’s
overall revenue in the December quarter, the highest proportion of our revenue
ever.”

Eric Bjornholt, Microchip’s Chief Financial Officer, said, “We made good
progress in reducing our inventory position in the December quarter. The
actions that we implemented to reduce factory output in the December quarter
are bringing inventory levels down and we expect to make further progress in
the March quarter.”

Mr. Bjornholt added, “We had strong free cash flow generation in the December
quarter at $123.2 million prior to our dividend payment of $68.7 million. We
ended the quarter with $1.77 billion in cash and investments on the balance
sheet.”

Mr. Sanghi concluded, “The March quarter has the seasonal effect of the
Chinese New Year. However, we are starting to see exceptionally strong
bookings and expedite activity in our business driven by solid demand and a
robust design win pipeline. We believe the December quarter was the bottom of
this cycle for Microchip, and we expect our total net sales in the March
quarter to be up between one and four percent sequentially.”

Microchip’s Recent Highlights:

  *Microchip introduced the world’s first electrical-field-based 3D gesture
    controller, featuring its patented GestIC^® technology, which enables the
    next dimension in intuitive, gesture-based, non-contact and
    mobile-friendly 3D user interfaces for a broad range of end products. The
    configurable MGC3130 3D gesture controller provides low-power, precise,
    fast and robust hand position tracking, along with free-space gesture
    recognition.
  *Continuing its string of recent innovations, Microchip launched the
    world’s first analog-based power management controller with an integrated
    MCU, for flexible, efficient power conversion. This followed announcements
    of a high-voltage analog buck PWM controller with integrated MOSFET
    drivers, and Microchip’s first family of high-speed, low figure-of-merit
    MOSFETs. Together, these new offerings represent a major expansion of
    Microchip’s mid-voltage controller and MOSFET portfolio, providing a host
    of industry-leading options to the designers of DC/DC power-conversion
    applications.
  *In the 32-bit microcontroller arena, Microchip boosted performance by 25%,
    on its low-cost, small-package PIC32 MX1/MX2 series. These feature-packed
    MCUs include I^2S for audio applications, along with capacitive touch and
    USB OTG. To enable cost-effective multitouch displays, Microchip also
    introduced the PIC32 GUI Development Board with Projected-Capacitive
    Touch. This board demonstrates how the high-performance PIC32 eliminates
    the cost and complexity of an external graphics controller.
  *The Company also announced the expansion of its mTouch™ Sensing Solutions
    portfolio, with four turnkey controllers for multitouch
    projected-capacitive touchscreens and touchpads, proximity detection, and
    haptic touch feedback.
  *On the wireless front, Microchip launched the world’s first wireless-audio
    solution for iOS, Android™, Windows^® 8 and Mac^®—the new JukeBlox^® 3.2
    platform and software development kit. This platform expansion added
    seamless integration of cloud-based music services and simultaneous
    Wi-Fi^® audio streaming to multiple home-audio products.
  *Microchip also introduced a Bluetooth^® module for streaming audio. This
    pre-certified module builds on the portfolio’s data capabilities with
    added support for streaming music and voice, while maintaining low power
    consumption and a small form factor.
  *The Company’s industry-leading memory catalog continued its steady
    expansion, with three new SPI SuperFlash^® memory devices that feature low
    power consumption and an extended operating-voltage range.
  *The industry continued to recognize Microchip’s technology leadership and
    innovation, in the form of prestigious annual awards from top
    publications. EDN Magazine named six of Microchip’s products to its 2012
    Hot 100 list, across five categories. Included in that list was the
    brand-new GestIC^® Technology, which was also selected by Electronic
    Design Magazine for their 2012 “Best of” awards, in the Digital category.
    The readers of ECN Magazine chose Microchip’s JukeBlox Wireless Audio
    Platform for a Readers Choice Tech Award, in the “Boards & Modules”
    category. Finally, Microchip’s 8-bit PIC^® MCUs with Configurable Logic
    were named finalists by the editors of Design News Magazine, in their
    Golden Mousetrap Awards.

Fourth Quarter Fiscal Year 2013 Outlook:

The following statements are based on current expectations. These statements
are forward-looking, and actual results may differ materially.

                    Microchip Consolidated Guidance
                   GAAP              Non-GAAP          Non-GAAP^1
                                           Adjustments
                                                     
Net Sales           $420.2 to                          $420.2 to
                       $432.7 million                          $432.7 million
Gross Margin^2      55.0% to 55.5%    $3.1 to $3.3      55.75% to
                                           million             56.25%
Operating           42.25% to         $54.6 to $56.3    29.25% to
Expenses^2             43.25%              million             30.25%
Other Expense       $6.7 million      $2.1 million      $4.6 million
Income Tax          $4.9 to $6.1      $3.8 to $3.9      $8.7 to $10.0
Expense                million             million             million
Net Income          $37.7 to $44.5    $56.1 to $57.7    $93.8 to $102.2
                       million             million             million
Diluted Common         Approximately       Approximately       Approximately
Shares              209               0.3               208.7
Outstanding^3          million shares      million shares      million shares
Earnings per        18 to 21 cents    27 to 28 cents    45 to 49 cents
Diluted Share

^1  See the “Use of Non-GAAP Financial Measures” section of this release.
^2   Earnings per share have been calculated based on the diluted shares
     outstanding of Microchip on a consolidated basis.
^3   See Footnote 2 under the “Use of Non-GAAP Financial Measures” section of
     this release.

  *Microchip’s inventory days at March 31, 2013 are expected to be about 123
    to 129 days. Our inventory position enables us to continue to service our
    customers with very short lead times while allowing us to control future
    capital expenditures. Our actual inventory level will depend on the
    inventory that our distributors decide to hold to support their customers,
    overall demand for our products and our production levels.
  *Capital expenditures for the quarter ending March 31, 2013 are expected to
    be approximately $24 million. Capital expenditures for all of fiscal year
    2013 are anticipated to be approximately $60 million. We are continuing to
    take actions to selectively invest in the equipment needed to support the
    expected growth of our new products and technologies.
  *We expect net cash generation during the March quarter of approximately
    $110 million to $130 million prior to the dividend payment and our
    acquisition-related activities.
  *Included in the GAAP and non-GAAP income tax expense guidance for the
    quarter ended March 31, 2013 is a $5.6 million favorable impact from the
    retroactive reinstatement of the Research and Experimentation Tax Credit.

     Use of Non-GAAP Financial Measures: Our Non-GAAP adjustments, where
     applicable, include the effect of share-based compensation, expenses
     related to our acquisition activities (including intangible asset
     amortization, inventory valuation costs, restructuring costs, severance
^1  costs, earn-out adjustments and legal and other general and
     administrative expenses associated with acquisitions), losses on equity
     securities, legal settlements, and non-cash interest expense on our
     convertible debentures, the related income tax implications of these
     items and nonrecurring tax events.
     
     We are required to estimate the cost of certain forms of share-based
     compensation, including employee stock options, restricted stock units
     and our employee stock purchase plan, and to record a commensurate
     expense in our income statement. Share-based compensation expense is a
     non-cash expense that varies in amount from period to period and is
     affected by the price of our stock at the date of grant. The price of our
     stock is affected by market forces that are difficult to predict and are
     not within the control of management. The value of our equity securities
     varies in amount from period to period and is affected by fluctuations in
     the market prices of such securities that we cannot predict and are not
     within the control of management. The non-GAAP adjustments related to the
     impact of our acquisitions, legal settlements, nonrecurring tax events
     and a portion of our interest expense related to our convertible
     debentures are either non-cash expenses or non-recurring expenses related
     to such transactions. Accordingly, management excludes all of these items
     from its internal operating forecasts and models.
     
     We are using non-GAAP net sales, non-GAAP gross profit, non-GAAP gross
     profit percentage, non-GAAP operating expenses in dollars and as a
     percentage of sales including non-GAAP research and development expenses
     and non-GAAP selling, general and administrative expenses, non-GAAP
     operating income, non-GAAP other expense, net, non-GAAP income tax/tax
     rate, non-GAAP net income, and non-GAAP diluted earnings per share which
     exclude the items noted in the immediately preceding paragraph, as
     applicable, to permit additional analysis of our performance.
     
     Management believes these non-GAAP measures are useful to investors
     because they enhance the understanding of our historical financial
     performance and comparability between periods. Many of our investors have
     requested that we disclose this non-GAAP information because they believe
     it is useful in understanding our performance as it excludes non-cash and
     other charges that many investors feel may obscure our underlying
     operating results. Management uses these non-GAAP measures to manage and
     assess the profitability of its business. Specifically, we do not
     consider such items when developing and monitoring our budgets and
     spending. As described above, the economic substance behind our decision
     to exclude such items relates either to these charges being non-cash in
     nature, or to the one-time nature of the events, or in the case of
     distributor inventory acquired in an acquisition being recognized as net
     sales for non-GAAP purposes on sell-through to provide comparability
     between periods for the results of the acquired company, or in the case
     of our equity securities, because such item is difficult to predict and
     not within the control of management. Our determination of the above
     non-GAAP measures might not be the same as similarly titled measures used
     by other companies, and it should not be construed as a substitute for
     amounts determined in accordance with GAAP. There are limitations
     associated with using non-GAAP measures, including that they exclude
     financial information that some may consider important in evaluating our
     performance. Management compensates for this by presenting information on
     both a GAAP and non-GAAP basis for investors and providing
     reconciliations of the GAAP and non-GAAP results.
     
     Diluted Common Shares Outstanding can vary for, among other things, the
     trading price of our common stock, the actual exercise of options or
     vesting of restricted stock units, the potential for incremental dilutive
     shares from our convertible debentures (additional information regarding
     our share count is available in the investor relations section of our
^2   website under the heading “Supplemental Financial Information”), and the
     repurchase or the issuance of stock. The diluted common shares
     outstanding presented in the guidance table above assumes an average
     Microchip stock price in the March 2013 quarter of $35 per share
     (however, we make no prediction as to what our actual share price will be
     for such period or any other period and we cannot estimate what our stock
     option exercise activity will be during the quarter).
     
     Generally, gross margin fluctuates over time, driven primarily by the mix
     of microcontrollers, analog products and memory products sold and
     licensing revenue; variances in manufacturing yields; fixed cost
^3   absorption; wafer fab loading levels; inventory reserves; pricing
     pressures in our non-proprietary product lines; and competitive and
     economic conditions. Operating expenses fluctuate over time, primarily
     due to net sales and profit levels.
     

                                                              
MICROCHIP TECHNOLOGY INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(in thousands except per share amounts)

(Unaudited)
                                                                         
                     Three Months Ended                Nine Months Ended
                     December 31,                      December 31,
                     2012            2011              2012              2011
Net sales            $ 416,047       $ 329,156         $ 1,151,479       $ 1,044,265
Cost of sales         215,619       143,668         552,059         440,617   
Gross profit           200,428         185,488           599,420           603,648
                                                                         
Operating
expenses:
Research and           71,377          44,256            184,285           134,937
development
Selling,
general and            69,368          51,087            196,727           158,603
administrative
Amortization
of acquired            39,711          2,678             71,615            8,161
intangible
assets
Special
charges               2,559         (660    )        24,953          (660      )
(income)
                      183,015       97,361          477,580         301,041   
                                                                         
Operating              17,413          88,127            121,840           302,607
income
(Losses) gains
on equity              (229    )       14                (382      )       (60       )
method
investments
Other expense,        (7,492  )      (4,464  )        (18,783   )      (14,774   )
net
                                                                         
Income before          9,692           83,677            102,675           287,773
income taxes
Income tax
(benefit)             (481    )      6,188           34,976          31,704    
provision
                                                                         
Net income           $ 10,173       $ 77,489         $ 67,699         $ 256,069   
                                                                         
Basic net
income per           $ 0.05         $ 0.40           $ 0.35           $ 1.34      
common share
Diluted net
income per           $ 0.05         $ 0.38           $ 0.33           $ 1.26      
common share
                                                                         
Basic common
shares                194,958       191,640         194,157         190,854   
outstanding
Diluted common
shares                204,405       203,291         204,553         202,686   
outstanding
                                                                                     
                                                                                     


MICROCHIP TECHNOLOGY INCORPORATED AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands)
                                                            
                                                                   
ASSETS
                                                                   
                                                December 31,       March 31,
                                                2012               2012
                                                (Unaudited)
Cash and short-term investments                 $  1,622,303       $ 1,459,009
Accounts receivable, net                           177,502           170,201
Inventories                                        261,594           217,278
Other current assets                              235,184          169,373
Total current assets                               2,296,583         2,015,861
                                                                   
Property, plant & equipment, net                   522,737           516,611
Long-term investments                              149,662           328,586
Other assets                                      874,542          222,718
                                                                   
Total assets                                    $  3,843,524       $ 3,083,776
                                                                   
                                                                   
LIABILITIES AND STOCKHOLDERS’ EQUITY
                                                                   
Accounts payable and other current              $  173,668         $ 139,164
liabilities
Deferred income on shipments to                   122,611          108,709
distributors
Total current liabilities                          296,279           247,873
                                                                   
Long-term line of credit                           610,000           -
Convertible debentures                             361,409           355,050
Long-term income tax payable                       181,418           70,490
Deferred tax liability                             445,492           411,368
Other long-term liabilities                        21,840            8,322
                                                                   
Stockholders’ equity                              1,927,086        1,990,673
                                                                   
Total liabilities and stockholders’             $  3,843,524       $ 3,083,776
equity
                                                                     
                                                                     

                    
MICROCHIP TECHNOLOGY INCORPORATED AND SUBSIDIARIES
RECONCILIATION OF GAAP TO NON-GAAP MEASURES
(in thousands except per share amounts and percentages)
(Unaudited)
                                                                   
                                                                              
RECONCILIATION OF GAAP NET SALES TO NON-GAAP NET SALES
                          Three Months Ended                Nine Months Ended
                          December 31,                      December 31,
                          2012            2011              2012              2011
Net sales, as             $ 416,047       $ 329,156         $ 1,151,479       $ 1,044,265
reported
Distributor revenue
recognition                -             -               24,748          -         
adjustment
Non-GAAP net sales        $ 416,047      $ 329,156        $ 1,176,227      $ 1,044,265 
                                                                              
                                                                              
RECONCILIATION OF GAAP GROSS PROFIT TO NON-GAAP GROSS PROFIT
                          Three Months Ended                Nine Months Ended
                          December 31,                      December 31,
                          2012            2011              2012              2011
Gross profit, as          $ 200,428       $ 185,488         $ 599,420         $ 603,648
reported
Distributor revenue
recognition                 -               -                 15,868            -
adjustment
Share-based
compensation                1,834           1,369             5,758             4,376
expense
Acquisition-related
acquired inventory         30,808        -               54,958          -         
valuation and other
costs
Non-GAAP gross            $ 233,070      $ 186,857        $ 676,004        $ 608,024   
profit
Non-GAAP gross              56.0    %       56.8    %         57.5      %       58.2      %
profit percentage
                                                                              
                                                                              
RECONCILIATION OF GAAP RESEARCH AND DEVELOPMENT EXPENSES TO NON-GAAP RESEARCH AND
DEVELOPMENT EXPENSES
                          Three Months Ended                Nine Months Ended
                          December 31,                      December 31,
                          2012            2011              2012              2011
Research and
development               $ 71,377        $ 44,256          $ 184,285         $ 134,937
expenses, as
reported
Share-based
compensation                (6,172  )       (3,851  )         (16,562   )       (10,820   )
expense
Acquisition-related        -             -               (17       )      -         
costs
Non-GAAP research
and development           $ 65,205       $ 40,405         $ 167,706        $ 124,117   
expenses
Non-GAAP research
and development
expenses as a               15.7    %       12.3    %         14.3      %       11.9      %
percentage of net
sales
                                                                              
                                                                              
RECONCILIATION OF GAAP SELLING, GENERAL AND ADMINISTRATIVE EXPENSES TO NON-GAAP SELLING,
GENERAL AND ADMINISTRATIVE EXPENSES
                          Three Months Ended                Nine Months Ended
                          December 31,                      December 31,
                          2012            2011              2012              2011
Selling, general
and administrative        $ 69,368        $ 51,087          $ 196,727         $ 158,603
expenses, as
reported
Share-based
compensation                (6,114  )       (4,742  )         (22,339   )       (13,274   )
expense
Acquisition-related        (1,035  )      (241    )        (6,054    )      (863      )
costs
Non-GAAP selling,
general and               $ 62,219       $ 46,104         $ 168,334        $ 144,466   
administrative
expenses
Non-GAAP selling,
general and
administrative              15.0    %       14.0    %         14.3      %       13.8      %
expenses as a
percentage of net
sales
                                                                              
                                                                              
RECONCILIATION OF GAAP OPERATING INCOME TO NON-GAAP OPERATING INCOME
                          Three Months Ended                Nine Months Ended
                          December 31,                      December 31,
                          2012            2011              2012              2011
Operating income,         $ 17,413        $ 88,127          $ 121,840         $ 302,607
as reported
Distributor revenue
recognition                 -               -                 15,868            -
adjustment
Share-based
compensation                14,120          9,962             44,659            28,470
expense
Acquisition-related
acquired inventory          31,843          241               61,029            863
valuation and other
costs
Amortization of
acquired intangible         39,711          2,678             71,615            8,161
assets
Special charges            2,559         (660    )        24,953          (660      )
(income)
Non-GAAP operating        $ 105,646      $ 100,348        $ 339,964        $ 339,441   
income
Non-GAAP operating
income as a                 25.4    %       30.5    %         28.9      %       32.5      %
percentage of net
sales
                                                                              
                                                                              
RECONCILIATION OF GAAP OTHER EXPENSE, NET TO NON-GAAP OTHER EXPENSE, NET
                          Three Months Ended                Nine Months Ended
                          December 31,                      December 31,
                          2012            2011              2012              2011
Other expense, net,       $ (7,492  )     $ (4,464  )       $ (18,783   )     $ (14,774   )
as reported
Convertible debt
non-cash interest           2,089           1,909             6,106             5,580
expense
Losses on equity           -             -               -               1,878     
securities
Non-GAAP other            $ (5,403  )     $ (2,555  )       $ (12,677   )     $ (7,316    )
expense, net
Non-GAAP other
expense, net, as a          -1.3    %       -0.8    %         -1.1      %       -0.7      %
percentage of net
sales
                                                                              
                                                                              
RECONCILIATION OF GAAP INCOME TAX (BENEFIT) PROVISION TO NON-GAAP INCOME TAX PROVISION
                          Three Months Ended                Nine Months Ended
                          December 31,                      December 31,
                          2012            2011              2012              2011
Income tax
(benefit)                 $ (481    )     $ 6,188           $ 34,976          $ 31,704
provision, as
reported
Income tax rate, as         -5.0    %       7.4     %         34.1      %       11.0      %
reported
Distributor revenue
recognition                 -               -                 3,404             -
adjustment
Share-based
compensation                2,755           1,261             7,496             3,655
expense
Acquisition-related
acquired inventory
valuation costs,            7,416           143               12,803            464
intangible asset
amortization and
other costs
Special charges             1,367           -                 12,843            -
Convertible debt
non-cash interest           784             716               2,291             2,093
expense
Non-recurring tax           3,645           4,075             (26,071   )       4,075
event
Losses on equity           -             -               -               704       
securities
Non-GAAP income tax       $ 15,486       $ 12,383         $ 47,742         $ 42,695    
provision
Non-GAAP income tax         15.5    %       12.7    %         14.6      %       12.9      %
rate
                                                                              
                                                                              
RECONCILIATION OF GAAP NET INCOME AND GAAP DILUTED NET INCOME PER SHARE TO NON-GAAP NET
INCOME AND NON-GAAP DILUTED NET INCOME PER SHARE
                          Three Months Ended                Nine Months Ended
                          December 31,                      December 31,
                          2012            2011              2012              2011
Net income, as            $ 10,173        $ 77,489          $ 67,699          $ 256,069
reported
Distributor revenue
recognition                 -               -                 12,464            -
adjustment, net of
tax effect
Share-based
compensation                11,365          8,701             37,163            24,815
expense, net of tax
effect
Acquisition-related
acquired inventory
valuation costs,
intangible asset            64,138          2,776             119,841           8,560
amortization and
other costs, net of
tax effect
Special charges
(income), net of            1,192           (660    )         12,110            (660      )
tax effect
Convertible debt
non-cash interest           1,305           1,193             3,815             3,487
expense, net of tax
effect
Non-recurring tax           (3,645  )       (4,075  )         26,071            (4,075    )
events
Losses on equity
securities, net of         -             -               -               1,174     
tax effect
Non-GAAP net income       $ 84,528       $ 85,424         $ 279,163        $ 289,370   
Non-GAAP net income
as a percentage of          20.3    %       26.0    %         23.7      %       27.7      %
net sales
                                                                              
Diluted net income
per share, as             $ 0.05         $ 0.38           $ 0.33           $ 1.26      
reported
Non-GAAP diluted
net income per            $ 0.41         $ 0.42           $ 1.37           $ 1.43      
share
Diluted common
shares outstanding,        204,123       202,749         204,231         202,090   
non-GAAP
                                                                              

Microchip will host a conference call today, February 7, 2013 at 5:00 p.m.
(Eastern Time) to discuss this release. This call will be simulcast over the
Internet at www.microchip.com. The webcast will be available for replay until
February 14, 2013.

A telephonic replay of the conference call will be available at approximately
8:00 p.m. (Eastern Time) February 7, 2013 and will remain available until 8:00
p.m. (Eastern Time) on February 14, 2013. Interested parties may listen to the
replay by dialing 719-457-0820 and entering access code 4879987.

Cautionary Statement:

The statements in this release relating to continued strength in our 16- and
32-bit microcontroller market, continuing to expand the breadth of our 16-bit
solutions and customers that we are serving, continuing to gain share in the
16-bit market, continuing to win new 32-bit designs, expanding into new
applications and enabling further revenue and market share growth in our
32-bit business, our analog business continuing to perform exceptionally well,
bringing inventory levels down and expecting to make further progress in the
March quarter, exceptionally strong bookings and expedite activity in our
business, solid demand and robust design win pipeline, our expectation that
the December quarter marked the bottom of this cycle for Microchip, expecting
total net sales in the March 2013 quarter to be up between one and four
percent sequentially, our fourth quarter fiscal 2013 guidance (GAAP and
Non-GAAP as applicable) including net sales, gross margin, operating expenses,
other expense, income tax expense, net income, diluted common shares
outstanding, earnings per diluted share, inventory days, capital expenditures
for the March quarter and for fiscal 2013, inventory position enabling us to
service our customers with very short lead times while allowing us to control
future capital expenditures, expected growth of our new products and
technologies, net cash generation and assumed average stock price in the March
2013 quarter are forward-looking statements made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995. These
statements involve risks and uncertainties that could cause our actual results
to differ materially, including, but not limited to: the continued economic
uncertainty or any unexpected fluctuations or further weakness in the U.S. and
global economies, changes in demand or market acceptance of our products and
the products of our customers; the mix of inventory we hold and our ability to
satisfy short-term orders from our inventory; changes in utilization of our
manufacturing capacity and our ability to effectively manage our production
levels; competitive developments including pricing pressures; the level of
orders that are received and can be shipped in a quarter; the level of
sell-through of our products through distribution; changes or fluctuations in
customer order patterns and seasonality; foreign currency effects on our
business; our ability to continue to realize the expected benefits of our SMSC
acquisition; the impact of any other significant acquisitions that we may
make; costs and outcome of any current or future tax audit or any litigation
involving intellectual property, customers or other issues; our actual average
stock price in the March 2013 quarter and the impact such price will have on
our share count; disruptions in our business or the businesses of our
customers or suppliers due to natural disasters (including any floods in
Thailand), terrorist activity, armed conflict, war, worldwide oil prices and
supply, public health concerns or disruptions in the transportation system;
and general economic, industry or political conditions in the United States or
internationally.

For a detailed discussion of these and other risk factors, please refer to
Microchip's filings on Forms 10-K and 10-Q. You can obtain copies of Forms
10-K and 10-Q and other relevant documents for free at Microchip’s website
(www.microchip.com) or the SEC's website (www.sec.gov) or from commercial
document retrieval services.

Stockholders of Microchip are cautioned not to place undue reliance on our
forward-looking statements, which speak only as of the date such statements
are made. Microchip does not undertake any obligation to publicly update any
forward-looking statements to reflect events, circumstances or new information
after this February 7, 2013 press release, or to reflect the occurrence of
unanticipated events.

About Microchip:

Microchip Technology Incorporated is a leading provider of microcontroller,
mixed-signal, analog and Flash-IP solutions, providing low-risk product
development, lower total system cost and faster time to market for thousands
of diverse customer applications worldwide. Headquartered in Chandler,
Arizona, Microchip offers outstanding technical support along with dependable
delivery and quality. For more information, visit the Microchip website at
www.microchip.com.

 Note: The Microchip name and logo, GestIC, JukeBlox, SuperFlash, and PIC are
   registered trademarks of Microchip Technology Inc. in the USA and other
 countries. mTouch is a trademark of Microchip Technology Inc. in the U.S.A.
and other countries. All other trademarks mentioned herein are the property of
                         their respective companies.

Contact:

Microchip Technology Incorporated
INVESTOR RELATIONS CONTACTS:
J. Eric Bjornholt, 480-792-7804
CFO
Gordon Parnell, 480-792-7374
Vice President of Business Development
and Investor Relations
 
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