Microchip Technology Announces Record Financial Results for the Fourth Quarter of Fiscal Year 2010

    --  FOR THE QUARTER ENDING MARCH 31, 2010:
        o RECORD NET SALES OF $278.0 MILLION, UP 11.2% SEQUENTIALLY AND UP 60.5%
          FROM THE QUARTER ENDED MARCH 31, 2009
        o ON A GAAP BASIS:
          # GROSS MARGIN OF 60.60%; OPERATING PROFIT OF 31.8% AND OPERATING
            INCOME OF $88.5 MILLION; NET INCOME OF $75.7 MILLION AND 27.2% OF
            NET SALES; EPS OF 40 CENTS PER DILUTED SHARE
        o ON A NON-GAAP BASIS:
          # RECORD GROSS MARGINS OF 61.63%; OPERATING PROFIT OF 35.8% AND RECORD
            OPERATING INCOME OF $99.6 MILLION; NET INCOME OF $86.7 MILLION AND
            31.2% OF NET SALES; RECORD EPS OF 46 CENTS PER DILUTED SHARE
        o RECORD REVENUE IN MICROCONTROLLERS, 16-BIT MICROCONTROLLERS, 32-BIT
          MICROCONTROLLERS AND ANALOG PRODUCTS
        o RECORD QUARTERLY SHIPMENTS OF 45,057 DEVELOPMENT TOOLS
        o INCREASED QUARTERLY DIVIDEND TO A RECORD 34.2 CENTS PER SHARE
    --  FOR FISCAL YEAR 2010:
        o NET SALES OF $947.7 MILLION, UP 4.9% YEAR-OVER-YEAR
        o ON A GAAP BASIS:
          # NET INCOME OF $216.0 MILLION AND EPS OF $1.15 PER DILUTED SHARE
        o ON A NON-GAAP BASIS:
          # NET INCOME OF $243.9 MILLION AND EPS OF $1.31 PER DILUTED SHARE
        o RECORD ANNUAL SHIPMENTS OF 160,243 DEVELOPMENT TOOLS, AN INCREASE OF
          17.4% OVER FISCAL YEAR 2009
    --  COMPLETED ACQUISITION OF SILICON STORAGE TECHNOLOGY ON APRIL 8, 2010

CHANDLER, Ariz.--(BUSINESS WIRE)-- Microchip Technology Incorporated (NASDAQ: MCHP), a leading provider of microcontroller and analog semiconductors, today reported results for the three months and fiscal year ended March 31, 2010 as summarized in the following table:



(in millions, except earnings per diluted share)

           Three Months Ended March 31, 2010       Year Ended March 31, 2010

           GAAP       % of     Non-       % of     GAAP       % of     Non-       % of
                      Revenue  GAAP1      Revenue             Revenue  GAAP1      Revenue

Revenue    $ 278.0             $ 278.0             $ 947.7             $ 947.7

Gross      $ 168.5    60.6 %   $ 171.3    61.6 %   $ 534.2    56.4 %   $ 543.8    57.4 %
Margin

Operating  $ 88.5     31.8 %   $ 99.6     35.8 %   $ 245.0    25.9 %   $ 287.4    30.3 %
Income

Other        ($                  ($                  ($                  ($
Income       4.5   )             2.9   )             7.1   )             8.4   )
(Expense)

Income
Tax        $ 8.2               $ 10.0              $ 20.8              $ 35.1
Expense

Net        $ 75.7     27.2 %   $ 86.7     31.2 %   $ 217.0    22.9 %   $ 245.0    25.8 %
Income

Earnings
per          40                  46                $ 1.16              $ 1.32
Diluted      cents               cents
Share

1 See the "Use of Non-GAAP Financial Measures" section of this release.



Net sales for the fourth quarter of fiscal year 2010 were $278.0 million, up 11.2% sequentially from net sales of $250.1 million in the immediately preceding quarter, and up 60.5% from net sales of $173.3 million in the prior year's fourth quarter. GAAP net income for the fourth quarter of fiscal year 2010 was $75.7 million, or 40 cents per diluted share, up 9.1% from GAAP net income of $69.4 million, or 37 cents per diluted share, in the immediately preceding quarter, and up 244.9% from GAAP net income of $22.0 million, or 12 cents per diluted share, in the prior year's fourth quarter.

Non-GAAP net income for the fourth quarter of fiscal year 2010 was $86.7 million, or 46 cents per diluted share, up 23.6% from non-GAAP net income of $70.1 million, or 38 cents per diluted share, in the immediately preceding quarter, and up 211.2% from non-GAAP net income of $27.9 million, or 15 cents per diluted share, in the prior year's fourth quarter. For the fourth fiscal quarter of fiscal 2009 and fiscal 2010, our non-GAAP results exclude the effect of share-based compensation, any gain or loss on trading securities, the impact of our acquisition activities, the acquisition of patent licenses and non-cash interest expense on our convertible debentures associated with the adoption of Financial Accounting Standards Board's Accounting for Standards Codification Subtopic 470-20, Debt with Conversion and Other Options - Cash Conversion, which requires us to account separately for the liability and equity components of certain convertible debt instruments in a manner that reflects our nonconvertible debt (unsecured debt) borrowing rate when interest cost is recognized. A reconciliation of our non-GAAP and GAAP results is included in this press release.

Net sales for the fiscal year ended March 31, 2010 were $947.7 million, an increase of 4.9% from net sales of $903.3 million in the prior fiscal year. On a GAAP basis, net income for the fiscal year ended March 31, 2010 was $217.0 million, or $1.16 per diluted share, a decrease of 11.6% from net income of $245.6 million, or $1.31 per diluted share in the prior fiscal year.

On a non-GAAP basis, net income for the fiscal year ended March 31, 2010 was $245.0 million, or $1.32 per diluted share, an increase of 4.2% from net income of $235.1 million, or $1.27 per diluted share, in the prior fiscal year. For fiscal years 2009 and 2010, our non-GAAP results exclude the items mentioned above and non-recurring tax events. A reconciliation of our non-GAAP and GAAP results is included in this press release.

Microchip also announced today that its Board of Directors has declared a quarterly cash dividend on its common stock of 34.2 cents per share. The quarterly dividend is payable on June 2, 2010 to stockholders of record on May 19, 2010.

"The March quarter was another exceptional growth quarter for Microchip across all geographies and product lines, which resulted in us achieving 11.2% sequential revenue growth and exceeding our gross margin, operating profit and earnings per share guidance that we revised positively on March 15, 2010," said Steve Sanghi, Microchip's President and CEO.

"Non-GAAP gross margins were a record 61.63%, up over 260 basis points from the December quarter. Our achievement of this level of gross margin percentage is a full year ahead of our previous expectation. Microchip's factories are running at higher levels of production output than they have ever produced in the history of the company," continued Mr. Sanghi.

"Our Microcontroller business delivered superb results with revenue up a strong 10.3% on a sequential basis and up 58.2% from the year ago quarter, achieving a new record. Our 16-bit microcontroller business achieved another record for quarterly revenue and was up 22.9% sequentially and up 133.3% from the year ago quarter. Our 32-bit microcontroller product line continues to make good progress with 36% sequential growth from a small but rapidly growing base, and building upon the 44% sequential growth it experienced in the December quarter," said Ganesh Moorthy, Chief Operating Officer. "Our analog business had another outstanding quarter with 19.3% sequential growth, and was up 91.6% from the year ago quarter."

Eric Bjornholt, Microchip's Chief Financial Officer, said, "Due to the exceptional revenue growth we experienced in the March quarter, inventory days on Microchip's balance sheet decreased from 99 at the end of the December quarter to 97 at March 31, 2010. Inventory days remain well below our internal target of 115 and with the incremental activities we have deployed to meet customer demand we expect to build a few days of inventory in the June quarter. Days of inventory in the distribution channel were relatively flat in the March 2010 quarter compared to December 31, 2009. Deferred income on shipments to distributors increased only 1.4% sequentially in the March quarter and was actually down 4.4% from the levels of our prior peak earnings quarter of September 2008."

Mr. Bjornholt continued, "In the March quarter, our cash and investments position increased by $31.9 million after payment of our quarterly cash dividend of $63.0 million. We expect our cash generation to continue to be strong in fiscal 2011."

Mr. Sanghi added, "We are excited to have closed the acquisition of Silicon Storage Technology Inc. (SST) on April 8, 2010. We are working diligently on the integration activities associated with SST which include taking actions to achieve strong financial returns from the continuing businesses, integrating the SST employees into the Microchip culture and actively marketing those assets held for sale. We believe the SST transaction will provide substantial long-term value to our stockholders."

Mr. Sanghi concluded, "We continue to be very pleased with how our business has performed over the past four quarters, during which time we believe we have gained market share in all of our strategic product lines. Our book-to-bill ratio for the March quarter was 1.36, providing us with excellent visibility. We started the June 2010 quarter with a record high opening backlog due to the strength of our business combined with lead times extending in the semiconductor industry in general. In the June 2010 quarter, we expect revenue from Microchip's business excluding SST to be up about 8% sequentially and we expect the continuing operations of SST to add about $18 million in revenue to our overall results."

Microchip's Recent Highlights:

    --  Microchip set a new benchmark for low-power microcontrollers, while
        significantly expanding its enhanced 8-bit PIC(R) microcontroller
        portfolio. Specifically, the new microcontrollers feature less than 50
        A/MHz active current consumption and sleep currents down to 20 nA, along
        with industry-leading peripheral integration.
    --  Google and Microchip partnered to enable the easy development of Google
        PowerMeter designs for the rapidly growing Smart Energy monitoring
        market. As part of this partnership, Microchip created the first
        reference implementation of the Google PowerMeter API to accelerate the
        design of energy-monitoring products.
    --  Microchip is also enabling the easy development of accessories for iPod
        and iPhone, with kits and software. These new development kits speed
        accessory designs for iPod and iPhone using any 8-, 16- or 32-bit PIC
        microcontroller.
    --  To serve the growing Digital Power market, Microchip expanded its
        digital signal controller portfolio with eight new dsPIC(R) DSCs that
        support complex applications via more memory, more PWM channels and
        support for CAN networking.
    --  Microchip has gained numerous recent honors for product and business
        excellence. The PIC24F16KA eXtreme Low Power PIC microcontrollers won
        the prestigious EDN Innovation Award in the Microcontroller category,
        and the MCP651/2/5 operational amplifiers were finalists in the Analog
        Signal Path category. Both of these products were also named finalists
        in the Design News Golden Mousetrap Awards.
    --  Microchip also won the 2010 Arizona Business Leadership Award, and was
        named to the Phoenix Business Journal's "Best Places to Work in the
        Valley" for the third consecutive year.
    --  President and CEO Steve Sanghi won the Executive of the Year award in
        the annual EE Times ACE Awards, and was included in the Phoenix Business
        Journal's annual list of the Most Admired CEOs.
    --  During the quarter, Microchip shipped 45,057 development systems, which
        is its fourth consecutive quarterly record for development tool
        shipments, demonstrating the continued strong interest in Microchip's
        products. The total cumulative number of development systems shipped now
        stands at 929,559.
    --  The most recent addition to Microchip's broad, low-power Analog &
        Interface portfolio included a synchronous boost regulator that enables
        longer-lasting battery applications. Also introduced were digital
        potentiometers that enable engineers to reduce the power consumption and
        footprint of their designs while increasing accuracy and performance.
        Finally, the new USB-to-UART protocol converter makes it easy to add USB
        to existing systems.

First Quarter Fiscal Year 2011 Outlook:

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


                       Guidance for Microchip's Operations without SST

                       GAAP              Non-GAAP            Non-GAAP1
                                         Adjustments

Revenue                $300 million                          $300 million

Gross Margin2,3        60.95% to 61.2%   $2.4 million        61.75% to 62%

Operating Expenses2,3  28.4%             $8.7 million        25.5%

Other Income           ($3.7) to ($4.2)  $1.7 million        ($2.0) to ($2.5)
(Expense)              million                               million

Tax Rate               12% to 12.5%      $2.1 million        12.5% to 13%

Diluted Common Shares  191.7 to 193.5    1.2 million shares  190.5 to 192.3
Outstanding4           million                               million

Earnings per Share     43 cents          6 cents             49 cents




Guidance for SST's Operations2,5

                                         Non-GAAP1

Results from Continuing Operations:

Revenue                                  $18 million

Gross Margin3                            89% to 90%

Operating Expenses3                      44% to 45%

Tax Rate                                 22% to 23%

Net Income from Continuing Operations    $6.1 to 6.5 million

Net Income from Discontinued Operations  $0 million

Net Income                               $6.1 to 6.5 million




Microchip and SST Combined Guidance2

                                         Non-GAAP1

Results from Continuing Operations:

Revenue                                  $318 million

Gross Margin3                            63.3% to 63.6%

Operating Expenses3                      26.6%

Other Income (Expense)                   ($2.0) to ($2.5) million

Tax Rate                                 13.2% to 13.7%

Net Income from Continuing Operations    $98.5 to 100.5 million

Net Income from Discontinued Operations  Moderately profitable

Net Income                               $98.5 to 100.5 million

Diluted Common Shares Outstanding4       190.5 to 192.3 million

Earnings per Share                       52 cents



    --  Microchip's inventory at June 30, 2010 excluding SST is expected to be
        about flat from the March 31, 2010 levels, while remaining below our
        internal target of 115 days.
    --  Capital expenditures for the quarter ending June 30, 2010 are expected
        to be approximately $45 million. Capital expenditures for all of fiscal
        year 2011 are anticipated to be approximately $90 million. We are
        continuing to take actions to invest in the needed equipment to support
        the expected revenue growth of our new products and technologies.
    --  We expect net cash generation during the June quarter of approximately
        $80 to $90 million excluding our acquisition of SST and before the
        dividend payment of $63.5 million announced today. The amount of
        expected net cash generation is before the effect of any stock buy back
        activity.
    --  Microchip's Board of Directors authorized a stock buy back of up to 10.0
        million shares in December 2007. At March 31, 2010, approximately 2.5
        million shares remained available for purchase under this program.
        Future purchases will depend upon market conditions, interest rates and
        corporate considerations.

1 Use of Non-GAAP Financial Measures:

Our Non-GAAP adjustments, where applicable, include the effect of share-based compensation, any gain or loss on trading securities, the impact of our acquisition activities, patent portfolio licenses, non-recurring tax events and non-cash interest expense on our convertible debentures and the related income tax implications of these items.

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 trading 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 and a portion of our interest expense related to our convertible debentures are non-cash expenses related to such transactions. Our acquisitions of patent portfolio licenses and tax events related to IRS settlements, changes in tax regulations and the reinstatement of the R&D tax credit are non-recurring events in our business. Accordingly, management excludes all of these items from its internal operating forecasts and models.

We are using non-GAAP gross profit margin, 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 administration expenses, non-GAAP operating income, non-GAAP other income (expense), 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, 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 our trading 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.

2 The GAAP guidance for Microchip's operations without SST for gross margin and operating expenses do not consider any acquisition-related costs or amortization of intangible assets associated with our acquisition of SST as the financial valuation has not been completed as of the date of this press release. We are not able to provide GAAP guidance for SST's operations or for Microchip and SST's combined operations, as the financial valuation has not been completed as of the date of this press release.

3 Generally, gross margin fluctuates over time, driven primarily by the mix of microcontrollers, analog products and memory products sold; variances in manufacturing yields; fixed cost 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 revenue and profit levels.

4 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, and the repurchase or the issuance of stock or the sale of treasury shares.

5 The guidance for SST's operations is for the period of April 8, 2010 (the closing date of our acquisition) through June 30, 2010.


MICROCHIP TECHNOLOGY INCORPORATED AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(in thousands except per share amounts)

(Unaudited)

                               Three Months Ended       Twelve Months Ended

                               March 31,                March 31,

                               2010         2009 (1)    2010         2009 (1)

Net sales                      $ 278,020    $ 173,253   $ 947,729    $ 903,297

Cost of sales                    109,549      89,286      413,487      386,793

Gross profit                     168,471      83,967      534,242      516,504

Operating expenses:

Research and development         33,287       25,656      120,823      115,524

Selling, general and             46,697       33,336      167,222      161,218
administrative

Special charges                  -            5,934       1,238        6,434

                                 79,984       64,926      289,283      283,176

Operating income                 88,487       19,041      244,959      233,328

Other (expense) income, net      (4,490  )    8,560       (7,146  )    (1,249  )

Income before income taxes       83,997       27,601      237,813      232,079

Income tax provision (benefit)   8,248        5,637       20,808       (13,508 )

Net income                     $ 75,749     $ 21,964    $ 217,005    $ 245,587

Basic net income per share     $ 0.41       $ 0.12      $ 1.18       $ 1.34

Diluted net income per share   $ 0.40       $ 0.12      $ 1.16       $ 1.31

Basic shares used in             184,665      182,392     183,642      183,158
calculation

Diluted shares used in           189,048      184,168     187,339      186,788
calculation




(1)  As adjusted due to the adoption of ASC Subtopic 470-20, Debt with
     Conversion and Other Options - Cash Conversion.




MICROCHIP TECHNOLOGY INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands)

ASSETS

                                                March 31,    March 31,

                                                2010         2009 (1)

                                                (Unaudited)

Cash and short-term investments                 $ 1,214,323  $ 1,389,945

Accounts receivable, net                          137,806      88,525

Inventories                                       116,579      131,510

Other current assets                              142,261      132,809

Total current assets                              1,610,969    1,742,789

Property, plant & equipment, net                  493,039      531,687

Long-term investments                             317,215      50,826

Other assets                                      95,090       80,409

Total assets                                    $ 2,516,313  $ 2,405,711

LIABILITIES AND STOCKHOLDERS' EQUITY

Accounts payable and other accrued liabilities  $ 104,449    $ 71,714

Deferred income on shipments to distributors      98,941       83,931

Total current liabilities                         203,390      155,645

Convertible debentures                            340,672      334,184

Long-term income tax payable                      57,140       70,051

Deferred tax liability                            376,713      351,686

Other long-term liabilities                       5,018        3,834

Stockholders' equity                              1,533,380    1,490,311

Total liabilities and stockholders' equity      $ 2,516,313  $ 2,405,711




(1)  As adjusted due to the adoption of ASC Subtopic 470-20, Debt with
     Conversion and Other Options - Cash Conversion.




MICROCHIP TECHNOLOGY INCORPORATED AND SUBSIDIARIES

RECONCILIATION OF GAAP TO NON-GAAP MEASURES

(in thousands except per share amounts and percentages)

(Unaudited)

RECONCILIATION OF GROSS PROFIT TO NON-GAAP GROSS PROFIT

                              Three Months Ended        Twelve Months Ended

                              March 31,                 March 31,

                              2010         2009         2010         2009

Gross profit, as reported     $ 168,471    $ 83,967     $ 534,242    $ 516,504

Share-based compensation        2,209        1,200        7,054        5,845
expense

Acquisition-related acquired
inventory valuation costs       669          238          2,537        546
and intangible asset
amortization

Non-GAAP gross profit         $ 171,349    $ 85,405     $ 543,833    $ 522,895

Non-GAAP gross profit           61.6    %    49.3    %    57.4    %    57.9    %
percentage

RECONCILIATION OF RESEARCH AND DEVELOPMENT EXPENSES TO NON-GAAP RESEARCH AND
DEVELOPMENT EXPENSES

                              Three Months Ended        Twelve Months Ended

                              March 31,                 March 31,

                              2010         2009         2010         2009

Research and development      $ 33,287     $ 25,656     $ 120,823    $ 115,524
expenses, as reported

Share-based compensation        (2,989  )    (2,843  )    (12,194 )    (10,866 )
expense

Non-GAAP research and         $ 30,298     $ 22,813     $ 108,629    $ 104,658
development expenses

Non-GAAP research and
development expenses as a       10.9    %    13.2    %    11.5    %    11.6    %
percentage of net sales

RECONCILIATION OF SELLING, GENERAL AND ADMINISTRATIVE EXPENSES TO NON-GAAP
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

                              Three Months Ended        Twelve Months Ended

                              March 31,                 March 31,

                              2010         2009         2010         2009

Selling, general and
administrative expenses, as   $ 46,697     $ 33,336     $ 167,222    $ 161,218
reported

Share-based compensation        (4,245  )    (4,081  )    (17,530 )    (15,770 )
expense

Acquisition-related
intangible asset                (1,006  )    (157    )    (1,866  )    (285    )
amortization and other costs

Non-GAAP selling, general     $ 41,446     $ 29,098     $ 147,826    $ 145,163
and administrative expenses

Non-GAAP selling, general
and administrative expenses     14.9    %    16.8    %    15.6    %    16.1    %
as a percentage of net sales

RECONCILIATION OF OPERATING INCOME TO NON-GAAP OPERATING INCOME

                              Three Months Ended        Twelve Months Ended

                              March 31,                 March 31,

                              2010         2009         2010         2009

Operating income, as          $ 88,487     $ 19,041     $ 244,959    $ 233,328
reported

Share-based compensation        9,443        8,124        36,778       32,481
expense

Acquisition-related acquired
inventory valuation costs,      1,675        395          4,403        831
intangible asset
amortization & other costs

Special charge - in-process
research and development        -            360          -            860
expenses

Special charge - patent         -            4,000        1,238        4,000
license

Special charge - abandoned      -            1,574        -            1,574
acquisition related expenses

Non-GAAP operating income     $ 99,605     $ 33,494     $ 287,378    $ 273,074

Non-GAAP operating income as    35.8    %    19.3    %    30.3    %    30.2    %
a percentage of net sales

RECONCILIATION OF OTHER (EXPENSE) INCOME, NET TO NON-GAAP OTHER (EXPENSE)
INCOME, NET

                              Three Months Ended        Twelve Months Ended

                              March 31,                 March 31,

                              2010         2009(1)      2010         2009(1)

Other (expense) income, net,  $ (4,490  )  $ 8,560      $ (7,146  )  $ (1,249  )
as reported

Convertible debt non-cash       1,596        1,321        6,258        5,171
interest expense

(Gain) loss on trading          -            (12,019 )    (7,518  )    7,253
securities

Non-GAAP other (expense)      $ (2,894  )  $ (2,138  )  $ (8,406  )  $ 11,175
income, net

Non-GAAP other (expense)
income, net, as a percentage    -1.0    %    -1.2    %    -0.9    %    1.2     %
of net sales




(1)  As adjusted due to the adoption of ASC Subtopic 470-20, Debt with
     Conversion and Other Options - Cash Conversion.




RECONCILIATION OF INCOME TAX PROVISION (BENEFIT) TO NON-GAAP INCOME TAX
PROVISION

                                 Three Months Ended      Twelve Months Ended

                                 March 31,               March 31,

                                 2010        2009(1)     2010        2009(1)

Income tax provision (benefit),  $ 8,248     $ 5,637     $ 20,808    $ (13,508 )
as reported

Income tax rate, as reported       9.8    %    20.4   %    8.7    %    -5.8    %

Share-based compensation           978         893         4,563       5,277
expense

Acquisition-related acquired
inventory valuation costs,         173         43          530         121
intangible asset amortization
and other costs

Special charge - in-process
research and development           -           40          -           129
expenses

Special charge - patent license    -           400         124         400

Tax benefit related to IRS
settlement and clarification in    -           -           -           49,847
tax regulations

R&D tax credit reinstatement       -           -           -           1,470

Tax benefit on IRS settlement      -           -           8,452       -

Special charge - abandoned         -           606         -           606
acquisition related expenses

Convertible debt non-cash          614         508         2,409       1,990
interest expense

(Gain) loss on trading             -           (4,627 )    (2,894 )    2,793
securities

Non-GAAP income tax provision    $ 10,013    $ 3,500     $ 33,992    $ 49,125

Non-GAAP income tax rate           10.4   %    11.2   %    12.2   %    17.3    %




(1)  As adjusted due to the adoption of ASC Subtopic 470-20, Debt with
     Conversion and Other Options - Cash Conversion.




RECONCILIATION OF NET INCOME AND DILUTED NET INCOME PER SHARE TO NON-GAAP NET
INCOME AND NON-GAAP DILUTED NET INCOME PER SHARE

                               Three Months Ended      Twelve Months Ended

                               March 31,               March 31,

                               2010        2009(1)     2010         2009(1)

Net income, as reported        $ 75,749    $ 21,964    $ 217,005    $ 245,587

Share-based compensation         8,465       7,231       32,215       27,204
expense, net of tax effect

Acquisition-related acquired
inventory valuation costs,
intangible asset amortization    1,502       352         3,873        710
and other costs, net of tax
effect

Special charge - in-process
research and development         -           320         -            731
expenses, net of tax effect

Special charge - patent          -           3,600       1,114        3,600
license, net of tax effect

Tax benefit related to IRS
settlement and clarification     -           -           -            (49,847 )
in tax regulations

R&D tax credit reinstatement     -           -           -            (1,470  )

Tax benefit on IRS settlement    -           -           (8,452  )    -

Special charge - abandoned
acquisition related expenses,    -           968         -            968
net of tax effect

Convertible debt non-cash
interest expense, net of tax     982         813         3,849        3,181
effect

(Gain) loss on trading           -           (7,392 )    (4,624  )    4,460
securities, net of tax effect

Non-GAAP net income            $ 86,698    $ 27,856    $ 244,980    $ 235,124

Non-GAAP net income as a         31.2   %    16.1   %    25.8    %    26.0    %
percentage of net sales

Diluted net income per share,  $ 0.40      $ 0.12      $ 1.16       $ 1.31
as reported

Non-GAAP diluted net income    $ 0.46      $ 0.15      $ 1.32       $ 1.27
per share




(1)  As adjusted due to the adoption of ASC Subtopic 470-20, Debt with
     Conversion and Other Options - Cash Conversion.



Conference Call and Updates:

Microchip will host a conference call today, May 5, 2010 at 6:00 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 May 12, 2010.

A telephonic replay of the conference call will be available at approximately 7:00 p.m. (Eastern Time) May 5, 2010 and will remain available until 5:00 p.m. (Eastern Time) on May 12, 2010. Interested parties may listen to the replay by dialing 719-457-0820 and entering access code 5248280.

Cautionary Statement:

The statements in this release relating to our factories running at higher levels of production output, our 32-bit microcontroller product line continuing to make good progress, our expectation to build a few days of inventory in the June quarter, our cash generation to continue to be strong in fiscal 2011, integration activities associated with SST, including achieving strong financial returns, integrating employees, and actively marketing assets held for sale, the SST transaction providing substantial long-term value to our stockholders, our book-to-bill ratio providing us excellent visibility, expecting revenue from Microchip's business excluding SST to be up about 8% sequentially, expecting continuing operations of SST to add about $18 million in revenue to our overall results, continued strong interest in our products, our first quarter fiscal 2011 guidance for Microchip without SST, for SST and for Microchip combined with SST (in each case including GAAP and Non-GAAP as applicable) for revenue, gross margin, operating expenses, other income (expense), tax rate, diluted common shares outstanding, net income, earnings per share, inventory, capital expenditures for the June quarter and for fiscal 2011 and net cash generation, and taking actions to invest in needed equipment to support our expected growth 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 strength of the economic recovery or any unexpected fluctuations or 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 ramp 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; the impact of any significant acquisitions that we make; costs and outcome of any current or future tax audit or any litigation involving intellectual property, customers or other issues; difficulties associated with successfully integrating SST's business with our business and technologies; unexpected costs related to the acquisition and integration of SST; the risk that our customers may fail to accept the SST product offerings; disruptions in our business or the businesses of our customers or suppliers due to natural disasters, terrorist activity, armed conflict, war, worldwide oil prices and supply, public health concerns or disruptions in the transportation system including the recent volcanic activity in Iceland; 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 Web site (www.microchip.com) or the SEC's Web site (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 May 5, 2010 press release, or to reflect the occurrence of unanticipated events.

About Microchip:

Microchip Technology Incorporated is a leading provider of microcontroller and analog semiconductors, 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 Web site at www.microchip.com.

The Microchip name and logo, PIC and dsPIC are registered trademarks of Microchip Technology Inc. in the USA and other countries.

All other trademarks mentioned herein are the property of their respective companies.


    Source: Microchip Technology Incorporated