THE FOLLOWING OFFERING MEMORANDUM IS POSTED ON THIS WEBSITE FOR INFORMATION PURPOSES ONLY. THE OFFERING DESCRIBED IN THE OFFERING MEMORANDUM IS

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1 THE FOLLOWING OFFERING MEMORANDUM IS POSTED ON THIS WEBSITE FOR INFORMATION PURPOSES ONLY. THE OFFERING DESCRIBED IN THE OFFERING MEMORANDUM IS COMPLETED AND THE POSTING OF SUCH MEMORNDUM IS NEITHER AN OFFER TO SELL NOR A SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES DESCRIBED THEREIN. THE INFORMATION IN THE OFFERING MEMORANDUM HAS NOT BEEN UPDATED SINCE THE DATE OF SUCH MEMORANDUM AND SHOULD NOT BE RELIED UPON AS BEING CURRENT.

2 Offering memorandum Strictly confidential $1,500,000, % Convertible Senior Subordinated Notes due 2025 Interest payable February 15 and August 15 We are offering $1,500,000,000 principal amount of our 1.625% Convertible Senior Subordinated Notes due The notes will bear interest at a rate of 1.625% per year, payable semiannually in arrears on February 15 and August 15 of each year, beginning on August 15, The notes will mature on February 15, 2025, unless earlier repurchased or converted. Holders may convert their notes at their option at any time prior to the close of business on the business day immediately preceding November 15, 2024, only under the following circumstances: (1) during any fiscal quarter commencing after the fiscal quarter ending on June 30, 2015 (and only during such fiscal quarter), if the last reported sale price of the common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding fiscal quarter is greater than or equal to 130% of the base conversion price on each applicable trading day; (2) during the five business day period after any 10 consecutive trading day period (the measurement period ) in which the trading price (as defined below) per $1,000 principal amount of notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of our common stock and the conversion rate on each such trading day; or (3) upon the occurrence of specified corporate events. On or after November 15, 2024 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert their notes at any time, regardless of the foregoing circumstances. Upon conversion, we will pay or deliver, as the case may be, cash, shares of our common stock or a combination of cash and shares of our common stock, at our election, as described in this offering memorandum. The base conversion rate will initially be shares of common stock per $1,000 principal amount of notes (equivalent to an initial base conversion price of approximately $68.66 per share of common stock). If, during the relevant observation period, the daily VWAP of our common stock exceeds the base conversion price, the conversion rate will be determined by a formula resulting in the conversion rate being increased by up to shares per $1,000 principal amount of notes, subject to adjustment in the same manner as the base conversion rate. In no event will the conversion rate exceed shares of common stock per $1,000 principal amount of notes. See Description of notes Conversion rights Settlement upon conversion. The base conversion rate will be subject to adjustment in some events but will not be adjusted for any accrued and unpaid interest. In addition, following certain corporate events that occur prior to the maturity date, we will increase the base conversion rate for a holder who elects to convert its notes in connection with such a corporate event in certain circumstances. We may not redeem the notes prior to the maturity date, and no sinking fund is provided for the notes. If we undergo a fundamental change prior to the maturity date of the notes, holders may require us to repurchase for cash all or any portion of their notes at a fundamental change repurchase price equal to 100% of the principal amount of the notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date. The notes will be our general unsecured obligations and will be subordinated in right of payment to our senior debt. The notes will: rank senior to our indebtedness that is expressly subordinated in right of payment to the notes; rank equal in right of payment to any of our indebtedness that is not so subordinated (other than our senior debt); be effectively junior in right of payment to any of our secured indebtedness to the extent of the value of the assets securing such indebtedness; and be structurally junior to all indebtedness and other liabilities (including trade payables) of our subsidiaries. We do not intend to file a shelf registration statement for resale of the notes or our common stock issuable upon conversion of the notes, if any. We will, however, be required to pay additional interest in respect of the notes under specified circumstances. See Description of notes No registration rights; additional interest for further information. We do not intend to apply to list the notes on any securities exchange or any automated dealer quotation system. Our common stock is listed on The NASDAQ Global Select Market under the symbol MCHP. The last reported sale price of our common stock on The NASDAQ Global Select Market on February 5, 2015 was $49.04 per share. See Risk factors beginning on page 10 for a discussion of certain risks that you should consider in connection with an investment in the notes. We have granted the initial purchasers the right to purchase, exercisable within a 30-day period from the date of this offering memorandum, up to an additional $225,000,000 principal amount of notes, solely to cover over-allotments, if any. The notes and the common stock issuable upon conversion of the notes, if any, have not been registered under the Securities Act of 1933, as amended (the Securities Act ), or any state securities laws. The notes are being offered and sold only to qualified institutional buyers (as defined in Rule 144A under the Securities Act). We expect that delivery of the notes will be made to investors in book-entry form through The Depository Trust Company on or about February 11, Joint Book-Running Managers J.P. Morgan Wells Fargo Securities BofA Merrill Lynch BMO Capital Markets HSBC US Bancorp Senior Co-Managers BBVA DBS Bank Ltd. Fifth Third Securities MUFG SunTrust Robinson Humphrey Co-Manager BB&T Capital Markets Financial Advisor to Microchip Technology Incorporated J. Wood Capital Advisors February 5, 2015

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4 Table of Contents Page Forward-looking statements... ii Market and industry data... v Summary... 1 Risk factors Use of proceeds Capitalization Price range of our common stock Dividend policy Description of notes Description of capital stock Page Certain U.S. federal income tax considerations Notice to investors Transfer restrictions Plan of distribution Legal matters Independent registered public accounting firm Available information i

5 Forward-looking statements This offering memorandum and the documents incorporated by reference herein contain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange Act ). We use words such as anticipate, believe, plan, expect, estimate, future, intend and similar expressions to identify forward-looking statements. These forwardlooking statements include, without limitation, statements regarding the following: The effects that adverse global economic conditions and fluctuations in the global credit and equity markets may have on our financial condition and results of operations; The effects and amount of competitive pricing pressure on our product lines; Our ability to moderate future average selling price declines; The effect of product mix, capacity utilization, yields, fixed cost absorption, competition and economic conditions on gross margin; The amount of, and changes in, demand for our products and those of our customers; Our expectation that in the future we will acquire additional businesses that we believe will complement our existing businesses; Our expectation that in the future we will enter into joint development agreements or other business or strategic relationships with other companies; The level of orders that will be received and shipped within a quarter; Our expectation that our inventory levels will be up 3 to 9 days in the March 2015 quarter compared to the December 2014 quarter and that it will allow us to maintain competitive lead times; The effect that distributor and customer inventory holding patterns will have on us; Our belief that customers recognize our products and brand name and use distributors as an effective supply channel; Anticipating increased customer requirements to meet voluntary criteria related to the reduction or elimination of substances in our products; Our belief that deferred cost of sales are recorded at their approximate carrying value and will have low risk of material impairment; Our belief that our direct sales personnel combined with our distributors provide an effective means of reaching our customer base; Our ability to increase the proprietary portion of our analog and interface product lines and the effect of such an increase; Our belief that our processes afford us both cost-effective designs in existing and derivative products and greater functionality in new product designs; The impact of any supply disruption we may experience; Our ability to effectively utilize our facilities at appropriate capacity levels and anticipated costs; That we adjust capacity utilization to respond to actual and anticipated business and industry-related conditions; ii

6 That our existing facilities will provide sufficient capacity to respond to increases in demand with modest incremental capital expenditures; Our ability to consummate this offering, and the anticipated use of proceeds therefrom; The effect of any repurchases of our existing debentures on the market price of our common stock and the value of your notes; That manufacturing costs will be reduced by transition to advanced process technologies; Our ability to maintain manufacturing yields; Continuing our investments in new and enhanced products; The cost effectiveness of using our own assembly and test operations; Our anticipated level of capital expenditures; Continuation and amount of quarterly cash dividends; The sufficiency of our existing sources of liquidity to finance anticipated capital expenditures and otherwise meet our anticipated cash requirements, and the effects that our contractual obligations are expected to have on them; The impact of seasonality on our business; The accuracy of our estimates used in valuing employee equity awards; That the resolution of legal actions will not have a material effect on our business, and the accuracy of our assessment of the probability of loss and range of potential loss; The recoverability of our deferred tax assets; The adequacy of our tax reserves to offset any potential tax liabilities, having the appropriate support for our income tax positions and the accuracy of our estimated tax rate; Our belief that the expiration of any tax holidays will not have a material impact on our overall tax expense or effective tax rate; Our belief that the estimates used in preparing our consolidated financial statements are reasonable; Our belief that recently issued accounting pronouncements listed in this document will not have a significant impact on our consolidated financial statements; Our actions to vigorously and aggressively defend and protect our intellectual property on a worldwide basis; Our ability to obtain patents and intellectual property licenses and minimize the effects of litigation; The level of risk we are exposed to for product liability claims or indemnification claims; The effect of fluctuations in market interest rates on our income and/or cash flows; The effect of fluctuations in currency rates; Our belief that any of the unrealized losses in our investment portfolio represent an other-than-temporary impairment and that recovery is not anticipated to occur in the next year; iii

7 That our offshore earnings are considered to be permanently reinvested offshore and that we could determine to repatriate some of our offshore earnings in future periods to fund stockholder dividends, share repurchases, acquisitions or other corporate activities; That a significant portion of our future cash generation will be in our foreign subsidiaries; Our intention to indefinitely reinvest undistributed earnings of certain non-u.s. subsidiaries in those subsidiaries; Our intent to maintain a high-quality investment portfolio that preserves principal, meets liquidity needs, avoids inappropriate concentrations and delivers an appropriate yield; and Our ability to collect accounts receivable. 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 in the section entitled Risk factors beginning on page 10, and elsewhere in this offering memorandum and the documents incorporated by reference herein. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. We claim the protection of the safe harbor provided by the Private Securities Litigation Reform Act of 1995, as amended, for all such forward-looking statements. You should not place undue reliance on these forward-looking statements. We disclaim any obligation to update information contained in any forward-looking statement. iv

8 Market and industry data Market and industry data throughout this offering memorandum and the documents incorporated herein by reference were obtained from a combination of internal company data, good faith estimates of management, and information from various trade associations and third-party market research firms. While we believe our internal surveys, estimates of management and data from trade associations are reliable, neither we nor the initial purchasers have verified this data with any independent sources. Accordingly, we do not make any representations as to the accuracy or completeness of any third party data, and the initial purchasers do not make any representations as to the accuracy or completeness of any such data. We are not aware of any misstatements regarding market or industry data contained or incorporated by reference in this offering memorandum. However, such market or industry data involves risks and uncertainties and is subject to change based on various factors, including those factors discussed in the Risk factors section in this offering memorandum. v

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10 Summary This summary highlights some basic information contained or incorporated by reference in this offering memorandum. This summary may not contain all of the information that may be important to you and is qualified in its entirety by the more detailed information appearing elsewhere or incorporated by reference in this offering memorandum. You should read the entire offering memorandum and the information incorporated by reference in this offering memorandum before making an investment decision. You should pay special attention to the Risk factors section beginning on page 10 of this offering memorandum to determine whether an investment in the notes and the underlying common stock is appropriate for you. Except as otherwise indicated and unless the context otherwise requires, the terms Microchip, our company, we, us and our refer to Microchip Technology Incorporated and its subsidiaries. Unless otherwise indicated, all information contained in this offering memorandum assumes no exercise of the initial purchasers over-allotment option. Microchip Technology Incorporated Overview We develop, manufacture and sell specialized semiconductor products used by our customers for a wide variety of embedded control applications. Our product portfolio comprises general purpose and specialized 8-bit, 16- bit, and 32-bit microcontrollers, a broad spectrum of high-performance linear, mixed-signal, power management, thermal management, RF, safety, security, wired connectivity and wireless connectivity devices, as well as serial EEPROMs, Serial Flash memories, Parallel Flash memories and serial SRAM memories. We also license Flash-IP solutions that are incorporated in a broad range of products. Our synergistic product portfolio targets thousands of applications worldwide and a growing demand for high-performance designs in the automotive, communications, computing, consumer and industrial control markets. Our quality systems are ISO/TS16949 (2009 version) certified. Our manufacturing operations include wafer fabrication, wafer probe, assembly and test. The ownership of a substantial portion of our manufacturing resources is an important component of our business strategy, enabling us to maintain a high level of manufacturing control, resulting in us being one of the lowest cost producers in the embedded control industry. By owning wafer fabrication facilities and our assembly and test operations, and by employing statistical techniques (statistical process control, designed experiments and wafer level monitoring), we have been able to achieve and maintain high production yields. Direct control over manufacturing resources allows us to shorten our design and production cycles. This control also allows us to capture the wafer manufacturing and a portion of the assembly and testing profit margin. We do outsource a significant portion of our manufacturing requirements to third parties and the amount of our outsourced manufacturing has increased due to our acquisitions of companies that outsource all or substantial portions of their manufacturing. We employ proprietary design and manufacturing processes in developing our embedded control products. We believe our processes allow us to develop both cost-effective designs in existing and derivative products and to achieve greater functionality in new product designs. While many of our competitors develop and optimize separate processes for their logic and memory product lines, we use a common process technology for both microcontroller and non-volatile memory products. This allows us to more fully leverage our process research and development costs and to deliver new products to market more rapidly. Our engineers utilize advanced computer-aided design (CAD) tools and software to perform circuit design, simulation and layout, and our inhouse photomask and wafer fabrication facilities enable us to rapidly verify design techniques by processing test wafers quickly and efficiently. 1

11 We are committed to continuing our investment in new and enhanced products, including development systems, and in our design and manufacturing process technologies. We believe these investments are significant factors in maintaining our competitive position. Our current research and development activities focus on the design of new microcontrollers, digital signal controllers, memory, analog and mixed-signal products, Flash-IP systems, new development systems, software and application-specific software libraries. We are also developing new design and process technologies to achieve further cost reductions and performance improvements in our products. We market and sell our products worldwide primarily through a network of direct sales personnel and distributors. Our direct sales force focuses on a wide variety of strategic accounts in three geographical markets: the Americas, Europe and Asia. We currently maintain sales and technical support centers in major metropolitan areas in all three geographic markets. We believe that a strong technical service presence is essential to the continued development of the embedded control market. Many of our field sales engineers (FSEs), field application engineers (FAEs), and sales management have technical degrees or backgrounds and have been previously employed in high technology environments. We believe that the technical knowledge of our sales force is a key competitive advantage in the sale of our products. The primary mission of our FAE team is to provide technical assistance to customers and to conduct periodic training sessions for the balance of our sales team. FAEs also frequently conduct technical seminars and workshops in major cities around the world. Our licensing division has dedicated sales, technology, design, product, test and reliability personnel that support the requirements of our licensees. Our distributors focus primarily on servicing the product requirements of a broad base of diverse customers. We believe that distributors provide an effective means of reaching this broad and diverse customer base. Recent developments On February 4, 2015, Microchip entered into an amendment and restatement agreement pursuant to which the Credit Agreement, dated as of June 27, 2013 (the Original Credit Agreement ), by and among Microchip, the lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, was amended and restated in its entirety (as so amended and restated, the Amended Credit Agreement ). The Amended Credit Agreement provides for an approximately $2.5 billion revolving loan facility, with a $125.0 million foreign currency sublimit, a $25.0 million letter of credit sublimit and a $25.0 million swingline loan sublimit. The revolving loan facility is comprised of an approximately $344.4 million tranche of revolving loan commitments that terminate on June 27, 2018 and a $2.16 billion tranche of revolving loan commitments that terminate on February 4, Upon the closing of the Amended Credit Agreement, after giving effect to the borrowings made on the closing date under the Amended Credit Agreement, Microchip had outstanding approximately $963.3 million in revolving loans, a portion of which was used to repay in full the outstanding term loans under the Original Credit Agreement. Among other things, the Amended Credit Agreement amended the financial covenants under the Original Credit Agreement to provide for an increase in the maximum total leverage ratio if certain conditions are met and to add a senior leverage ratio, and amended a covenant to permit Microchip to prepay, repurchase or otherwise acquire for value its 2.125% Junior Subordinated Convertible Debentures due 2037 (the existing debentures ) with the net proceeds of the notes. Company information Microchip was incorporated in Delaware in Our executive offices are located at 2355 West Chandler Boulevard, Chandler, Arizona, and our telephone number is (480) Our website address is Information contained on, or that can be accessed through, our website is not incorporated by reference into this offering memorandum. Our common stock is listed on The NASDAQ Global Select Market under the symbol MCHP. 2

12 The offering The summary below describes the principal terms of the notes. Certain of the terms and conditions described below are subject to important limitations and exceptions. The Description of notes and Transfer restrictions sections of this offering memorandum contain a more detailed description of the terms and conditions of the notes. As used in this section, we, our, and us refer to Microchip Technology Incorporated and not to its consolidated subsidiaries. Issuer... Securities... Maturity... Interest... Microchip Technology Incorporated, a Delaware corporation. $1,500,000,000 principal amount of 1.625% Convertible Senior Subordinated Notes due 2025 (plus up to an additional $225,000,000 principal amount pursuant to the initial purchasers over-allotment option). February 15, 2025, unless earlier repurchased or converted % per year. Interest will accrue from February 11, 2015 and will be payable semiannually in arrears on February 15 and August 15 of each year, beginning on August 15, We will pay additional interest, if any, at our election as the sole remedy relating to the failure to comply with our reporting obligations as described under Description of notes Events of default and under the circumstances described under Description of notes No registration rights; additional interest. Conversion rights... Holders may convert all or any portion of their notes, in multiples of $1,000 principal amount, at their option at any time prior to the close of business on the business day immediately preceding November 15, 2024 only under the following circumstances: during any fiscal quarter commencing after the fiscal quarter ending on June 30, 2015 (and only during such fiscal quarter), if the last reported sale price of the common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding fiscal quarter is greater than or equal to 130% of the base conversion price on each applicable trading day; during the five business day period after any 10 consecutive trading day period (the measurement period ) in which the trading price (as defined under Description of notes Conversion rights Conversion upon satisfaction of trading price condition ) per $1,000 principal amount of notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of our common stock and the conversion rate on each such trading day; or upon the occurrence of specified corporate events described under Description of notes Conversion rights Conversion upon specified corporate events. On or after November 15, 2024 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may 3

13 convert all or any portion of their notes, in multiples of $1,000 principal amount, at the option of the holder regardless of the foregoing circumstances. The base conversion rate for the notes is initially shares of common stock per $1,000 principal amount of notes (equivalent to an initial base conversion price of approximately $68.66 per share of common stock), subject to adjustment as described in this offering memorandum. Upon conversion of a note, we will pay or deliver, as the case may be, cash, shares of our common stock or a combination of cash and shares of our common stock, at our election, based on a daily conversion rate fraction calculated on a proportionate basis for each trading day in the applicable 50 trading day observation period. If, on any trading day during the applicable 50 trading day observation period, the daily VWAP (as defined in this offering memorandum under Description of notes Conversion rights Settlement upon conversion ) of our common stock is less than or equal to the base conversion price, the conversion rate for such day will equal the base conversion rate, subject to adjustment if certain events occur. If, on any trading day during the relevant observation period, the daily VWAP of our common stock exceeds the base conversion price, the conversion rate for such trading day will be determined by a formula resulting in the conversion rate for such day being increased, provided that it does not exceed 2.0% of shares of common stock per $1,000 principal amount of notes, subject to adjustment in the same manner as the base conversion rate. In addition, following certain corporate events that occur prior to the maturity date, we will increase the base conversion rate for a holder who elects to convert its notes in connection with such a corporate event in certain circumstances as described under Description of notes Conversion rights Increase in base conversion rate upon conversion upon a make-whole fundamental change. For the avoidance of doubt, solely with respect to any adjustment to the base conversion rate for notes converted in connection with a make-whole fundamental change, the base conversion price shall not be adjusted for purposes of the formula used to determine the conversion rate described in the immediately preceding paragraph. In no event will the conversion rate per $1,000 principal amount of notes exceed shares of common stock (subject to certain adjustments in the base conversion rate) for holders who convert their notes following certain corporate events as described in the immediately preceding paragraph and/or due to the application of the increase to the base conversion rate described above if the daily VWAP of our common stock exceeds the base conversion price. You will not receive any additional cash payment or additional shares representing accrued and unpaid interest, if any, upon conversion of a note, except in limited circumstances. Instead, interest will be deemed to be paid by the cash, shares of our common stock or a combination of cash and shares of our common stock paid or delivered, as the case may be, to you upon conversion of a note. 4

14 No redemption... Fundamental change... Subordination... We may not redeem the notes prior to the maturity date and no sinking fund is provided for the notes, which means that we are not required to redeem or retire the notes periodically. If we undergo a fundamental change (as defined in this offering memorandum under Description of notes Fundamental change permits holders to require us to repurchase notes ), subject to certain conditions, holders may require us to repurchase for cash all or part of their notes in principal amounts of $1,000 or a multiple thereof. The fundamental change repurchase price will be equal to 100% of the principal amount of the notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date. See Description of notes Fundamental change permits holders to require us to repurchase notes. The notes will be our general unsecured obligations and will be subordinated in right of payment to our senior debt, which will include all amounts under our Amended Credit Agreement. The notes will: rank senior to our indebtedness that is expressly subordinated in right of payment to the notes (such as our outstanding existing debentures); rank equal in right of payment to any of our indebtedness that is not so subordinated (other than our senior debt); be effectively junior in right of payment to any of our secured indebtedness to the extent of the value of the assets securing such indebtedness; and be structurally junior to all indebtedness and other liabilities (including trade payables) of our subsidiaries. As of December 31, 2014, after giving effect to the Amended Credit Agreement, we would have had $2,131.3 million of indebtedness outstanding, and the aggregate amount of indebtedness and other liabilities of our subsidiaries was approximately $210.6 million, excluding intercompany liabilities and liabilities of a type not required to be reflected on the balance sheet of such subsidiaries in accordance with GAAP. After giving effect to the Amended Credit Agreement, we would have had $981.3 million of indebtedness that would have been designated as senior debt outstanding as of December 31, Use of proceeds... We estimate that the net proceeds from this offering will be approximately $1.47 billion (or $1.69 billion if the initial purchasers exercise their overallotment option in full), after deducting fees and estimated offering expenses payable by us. We intend to use approximately $1,136.5 million of the net proceeds from this offering to repurchase approximately $575.0 million aggregate principal amount of our existing debentures concurrently with this offering through one of the initial purchasers as our agent. The remaining net proceeds will be used to reduce borrowings under our Amended Credit Agreement. See Use of proceeds. No registration rights; additional amounts... We do not intend to file a shelf registration statement for the resale of the notes or the common stock issuable upon conversion of the notes, if any. As a result, holders may only resell the notes or shares of common stock issued upon 5

15 conversion of the notes, if any, pursuant to an exemption from the registration requirements of the Securities Act, and other applicable securities laws. If, at any time during the six-month period beginning on, and including, the date that is six months after the last date of original issuance of the notes, we fail to timely file any document or report that we are required to file with the Securities and Exchange Commission pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the Exchange Act ), as applicable (after giving effect to all applicable grace periods thereunder and other than reports on Form 8-K), or the notes are not otherwise freely tradable by holders other than our affiliates or holders that were our affiliates at any time during the three months immediately preceding (as a result of restrictions pursuant to U.S. securities laws or the terms of the indenture or the notes), we will pay additional interest on the notes at a rate equal to 0.50% per annum of the principal amount of the notes outstanding for each day during such period for which our failure to file has occurred and is continuing or the notes are not otherwise freely tradable by holders other than our affiliates (or holders that have been our affiliates at any time during the three months immediately preceding) without restrictions pursuant to U.S. securities laws or the terms of the indenture or the notes. Further, if, and for so long as, the restrictive legend on the notes has not been removed, the notes are assigned a restricted CUSIP number or the notes are not otherwise freely tradable by holders other than our affiliates or holders that were our affiliates at any time during the three months immediately preceding (without restrictions pursuant to U.S. securities laws or the terms of the indenture or the notes) as of the 375th day after the last date of original issuance of the notes, we will pay additional interest on the notes at a rate equal to 0.50% per annum of the principal amount of notes outstanding until the restrictive legend has been removed from the notes, the notes are assigned an unrestricted CUSIP number and the notes are freely tradable as described above by holders other than our affiliates (or holders that were our affiliates at any time during the three months immediately preceding). Any additional interest that we are required to pay pursuant to the two immediately preceding paragraphs will be payable in arrears on each interest payment date following accrual in the same manner as regular interest on the notes. See Description of notes No registration rights; additional interest. Book-entry form... The notes will be issued in book-entry form and will be represented by permanent global certificates deposited with, or on behalf of, The Depository Trust Company ( DTC ) and registered in the name of a nominee of DTC. Beneficial interests in any of the notes will be shown on, and transfers will be effected only through, records maintained by DTC or its nominee and any such interest may not be exchanged for certificated securities, except in limited circumstances. 6

16 Transfer restrictions; absence of a public market for the notes... We have not registered the notes or the shares of common stock issuable upon the conversion of the notes, if any, under the Securities Act and these notes and shares are subject to restrictions on transferability and resale. See Transfer restrictions. The notes are new securities and there is currently no established market for the notes. Accordingly, we cannot assure you as to the development or liquidity of any market for the notes. The initial purchasers have advised us that they currently intend to make a market in the notes. However, they are not obligated to do so, and they may discontinue any market making with respect to the notes without notice. We do not intend to apply for a listing of the notes on any securities exchange or any automated dealer quotation system. U.S. federal income tax consequences... NASDAQ Global Select market symbol for our common stock... Trustee, paying agent and conversion agent... For the U.S. federal income tax consequences of the holding, disposition and conversion of the notes, and the holding and disposition of shares of our common stock, see Certain U.S. federal income tax considerations. Our common stock is listed on The NASDAQ Global Select Market under the symbol MCHP. Wells Fargo Bank, National Association. 7

17 Summary consolidated financial information The summary consolidated statement of operations data below for the fiscal years ended March 31, 2014, 2013 and 2012, and the summary consolidated balance sheet data as of March 31, 2014 and 2013, have been derived from our audited consolidated financial statements that are incorporated by reference in this offering memorandum, and are qualified by reference to such financial statements. The summary consolidated statement of operations data below for the nine month periods ended December 31, 2014 and 2013, and the summary consolidated balance sheet data as of December 31, 2014, have been derived from our unaudited consolidated financial statements that are incorporated by reference in this offering memorandum. In the opinion of management, such unaudited interim financial data contains all adjustments necessary for the fair statement of our financial position and results of operations as of and for such periods. Our historical results, including our operating results for the nine months ended December 31, 2014, are not necessarily indicative of results that may be expected for the full fiscal year ending March 31, 2015 or any future period. The data should be read in conjunction with Management s Discussion and Analysis of Financial Condition and Results of Operations and the consolidated financial statements, related notes and other financial information incorporated by reference in this offering memorandum. Nine months ended Fiscal year ended March 31, December 31, (In thousands, except per share data) Consolidated Statement of Operations Data: Net sales... $1,931,217 $1,581,623 $1,383,176 $1,603,829 $1,437,833 Cost of sales(1) , , , , ,676 Gross profit... 1,128, , , , ,157 Operating expenses: Research and development(1) , , , , ,680 Selling, general and administrative(1) , , , , ,934 Amortization of acquired intangible assets... 94, ,537 10, ,659 73,225 Special charges... 3,024 32, ,082 2, , , , , ,330 Operating income , , , , ,827 Losses on equity method investments... (177) (617) (195) (129) (211) Other income (expense): Interest income... 16,485 15,560 17,992 14,197 12,176 Interest expense... (48,716) (40,915) (34,266) (41,920) (36,755) Other income (expense), net... 5,898 (404) (352) (3,535) 6,093 Income before income taxes , , , , ,130 Income tax provision... 37,073 24,788 42,990 17,141 30,344 Net income... $ 395,281 $ 127,389 $ 336,705 $ 266,745 $ 283,786 Basic net income per common share... $ 1.99 $ 0.65 $ 1.76 $ 1.34 $ 1.43 Diluted net income per common share... $ 1.82 $ 0.62 $ 1.65 $ 1.20 $ 1.31 Dividends declared per common share... $ $ $ $ $ Basic common shares outstanding , , , , ,845 Diluted common shares outstanding , , , , ,943 (1) Includes share-based compensation expense as follows: Cost of sales... $ 7,340 $ 8,234 $ 5,648 $ 6,985 $ 5,674 Research and development... 24,554 22,178 14,719 20,645 18,762 Selling, general and administrative... 21,893 27,603 17,922 15,783 16,939 8

18 March 31, 2014 March 31, 2013 As of December 31, 2014 (In thousands) Consolidated Balance Sheet Data: Cash, cash equivalents and short-term investments... $1,344,785 $1,578,597 $1,122,458 Other current assets... 20,238 67,358 42,697 Total assets... 4,067,630 3,851,405 4,628,917 Total long-term liabilities... 1,596,090 1,576,324 1,993,553 Stockholders equity... 2,135,461 1,933,470 2,256,289 9

19 Risk factors Investing in the notes and our common stock involves risks. You should carefully consider the risks described below and the other information contained or incorporated by reference in this offering memorandum before making an investment decision. The risks and uncertainties described below and in our other filings with the SEC incorporated by reference herein are not the only ones facing us. Additional risks and uncertainties not presently known to us or that we currently consider immaterial may also adversely affect us. If any of the following risks occur, our business, financial condition or results of operations could be materially harmed. Risks related to our business Our operating results are impacted by global economic conditions and may fluctuate in the future due to a number of factors that could reduce our net sales and profitability. Our operating results are affected by a wide variety of factors that could reduce our net sales and profitability, many of which are beyond our control. Some of the factors that may affect our operating results include: general economic, industry or political conditions in the U.S. or internationally; changes in demand or market acceptance of our products and products of our customers, and market fluctuations in the industries into which such products are sold; changes in utilization of our manufacturing capacity and fluctuations in manufacturing yields; changes or fluctuations in customer order patterns and seasonality; our ability to secure sufficient wafer foundry, assembly and testing capacity; our ability to ramp our factory capacity to meet customer demand; the mix of inventory we hold and our ability to satisfy orders from our inventory; levels of inventories held by our customers; risk of excess and obsolete inventories; our ability to realize the expected benefits of our acquisitions; changes in tax regulations and policies in the U.S. and other countries in which we do business; competitive developments including pricing pressures; unauthorized copying of our products resulting in pricing pressure and loss of sales; availability of raw materials and equipment; the level of orders that are received and can be shipped in a quarter; the level of sell-through of our products through distribution; fluctuations in our mix of product sales; announcements of significant acquisitions by us or our competitors; disruptions in our business or our customers businesses due to terrorist activity, armed conflict, war, worldwide oil prices and supply, public health concerns, natural disasters or disruptions in the transportation system; 10

20 constrained availability from other electronic suppliers impacting our customers ability to ship their products, which in turn may adversely impact our sales to those customers; costs and outcomes of any current or future tax audits or any litigation involving intellectual property, customers or other issues; fluctuations in commodity prices; and property damage or other losses, whether or not covered by insurance. We believe that period-to-period comparisons of our operating results are not necessarily meaningful and that you should not rely upon any such comparisons as indications of our future performance. In future periods, our operating results may fall below our public guidance or the expectations of public market analysts and investors, which would likely have a negative effect on the price of our common stock and the value of your notes. Adverse global economic conditions, the subsequent economic recovery and uncertainty surrounding the strength and duration of such recovery have caused our operating results to fluctuate significantly and make comparability between periods less meaningful. Our operating results will suffer if we ineffectively utilize our manufacturing capacity or fail to maintain manufacturing yields. The manufacture and assembly of integrated circuits, particularly non-volatile, erasable CMOS memory and logic devices such as those that we produce, are complex processes. These processes are sensitive to a wide variety of factors, including the level of contaminants in the manufacturing environment, impurities in the materials used, the performance of our wafer fabrication and assembly and test personnel and equipment, and other quality issues. As is typical in the semiconductor industry, we have from time to time experienced lower than anticipated manufacturing yields. Our operating results will suffer if we are unable to maintain yields at approximately the current levels. This could include delays in the recognition of revenue, loss of revenue or future orders, and customer-imposed penalties for our failure to meet contractual shipment deadlines. Our operating results are also adversely affected when we operate at less than optimal capacity. For example, in the third quarter of fiscal 2012, we reduced wafer starts in both Fab 2 and Fab 4 to help control inventory balances in response to a slowdown in global economic conditions. We continued with the reduced level of wafer starts through the first quarter of fiscal These actions had a negative impact on our gross profit. We further reduced the wafer starts in our fabs in late September 2012 and again during the quarter ended December 31, 2012 which continued to negatively impact our gross profit through the March 2013 quarter. We increased wafer starts modestly throughout fiscal 2014 and the first nine months of fiscal We operated at normal capacity levels in the December 2014 quarter. We are dependent on orders that are received and shipped in the same quarter and therefore have limited visibility to future product shipments. Our net sales in any given quarter depend upon a combination of shipments from backlog, and customer orders that are both received and shipped in that same quarter, which we refer to as turns orders. We measure turns orders at the beginning of a quarter based on the orders needed to meet the shipment targets that we set entering the quarter. Historically, we have relied on our ability to respond quickly to customer orders as part of our competitive strategy, resulting in customers placing orders with relatively short delivery schedules. Shorter lead times generally mean that turns orders as a percentage of our business are relatively high in any particular quarter and reduce our backlog visibility on future product shipments. Turns orders correlate to overall semiconductor industry conditions and product lead times. Because turns orders are difficult to predict, varying levels of turns orders make it more difficult to forecast net sales. As a significant portion of our products are manufactured at foundries, foundry lead times may affect our ability to satisfy certain turns orders. If we do not achieve a sufficient level of turns orders in a particular quarter relative to our revenue targets, our revenue and operating results will likely suffer. 11

21 Intense competition in the markets we serve may lead to pricing pressures, reduced sales of our products or reduced market share. The semiconductor industry is intensely competitive and has been characterized by price erosion and rapid technological change. We compete with major domestic and international semiconductor companies, many of which have greater market recognition and substantially greater financial, technical, marketing, distribution and other resources than we do. We may be unable to compete successfully in the future, which could harm our business. Our ability to compete successfully depends on a number of factors both within and outside our control, including, but not limited to: the quality, performance, reliability, features, ease of use, pricing and diversity of our products; our success in designing and manufacturing new products including those implementing new technologies; the rate at which customers incorporate our products into their own applications and the success of such applications; the rate at which the markets that we serve redesign and change their own products; changes in demand in the markets that we serve and the overall rate of growth or contraction of such markets, including but not limited to the automotive, personal computing and consumer electronics markets; product introductions by our competitors; the number, nature and success of our competitors in a given market; our ability to obtain adequate foundry and assembly and test capacity and supplies of raw materials and other supplies at acceptable prices; our ability to protect our products and processes by effective utilization of intellectual property rights; our ability to remain price competitive against companies that have copied our proprietary product lines, especially in countries where intellectual property rights protection is difficult to achieve and maintain; our ability to address the needs of our customers; and general market and economic conditions. Historically, average selling prices in the semiconductor industry decrease over the life of any particular product. The overall average selling prices of our microcontroller and proprietary analog, interface and mixed signal products have remained relatively constant, while average selling prices of our memory and nonproprietary analog, interface and mixed signal products have declined over time. We have experienced, and expect to continue to experience, modest pricing declines in certain of our more mature proprietary product lines, primarily due to competitive conditions. We have been able to moderate average selling price declines in many of our proprietary product lines by continuing to introduce new products with more features and higher prices. However, there can be no assurance that we will be able to do so in the future. We have experienced in the past, and expect to continue to experience in the future, varying degrees of competitive pricing pressures in our memory and non-proprietary analog, interface and mixed signal products. We may be unable to maintain average selling prices for our products as a result of increased pricing pressure in the future, which could adversely impact our operating results. We are dependent on wafer foundries and other contractors to perform key manufacturing functions for us, and our licensees of our SuperFlash and other technologies also rely on foundries and other contractors. We rely on outside wafer foundries for a significant portion of our wafer fabrication needs. Specifically, in the nine months ended December 31, 2014, approximately 40% of our net sales came from products that were 12