Good day, everyone, and welcome to this Microchip Technology Third Quarter Fiscal Year 2016 Financial Results Conference Call. As a reminder, today's call is being recorded. At this time, I would like to turn the call over to Microchip's Chairman and CEO, Mr. Steve Sanghi. Please go ahead, sir.

Thank you, and good afternoon everyone, and welcome to our fiscal third quarter 2016 earnings conference call. I would like to begin by saying how proud and pleased I am to be promoting Ganesh Moorthy to President and Chief Operating Officer. I am not going anywhere, and I will remain as Chairman and Chief Executive Officer. I will say more about it later in my comments, and let me know first pass this call to Eric Bjornholt who will walk you through our financial results. Eric?

Good afternoon, everyone. During the course of this conference call, we will be making projections and other forward-looking statements regarding future events or the future financial performance of the company. We wish to caution you that such statements are predictions and that actual events or results may differ materially. We refer you to our press releases of today, as well as our recent filings with the SEC that identify important risk factors that may impact Microchip's business and results of operations. In attendance with me today are Steve Sanghi, Microchip's Chairman and CEO, and Ganesh Moorthy, Microchip's President and COO. I will comment on our third quarter fiscal 2016 financial performance, and Steve and Ganesh will then give their comments on the results, discuss the current business environment as well as our guidance, provide an update on the integration activities associated with the Micrel acquisition, and provide some additional commentary on our announced acquisition of Atmel. We will then be available to respond to specific investor and analyst questions. I want to remind you that we are including information in our press release and this conference call on various GAAP and non-GAAP measures. We have posted a full GAAP to non-GAAP reconciliation on the Investor Relations page of our website at www.microchip.com, which we believe you will find useful when comparing GAAP and non-GAAP results. I will now go through some of the operating results, including net sales, gross margin, and operating expenses. I will be referring to these results on a non-GAAP basis prior to the effects of our acquisition activities and share-based compensation. Non-GAAP net sales in the December quarter were above the midpoint of our guidance at $552 million, and were down 1.3% sequentially from net sales of $559.4 million in the immediately preceding quarter. Non-GAAP net sales were $11.7 million higher than GAAP net sales, as we are reporting non-GAAP net sales on a full sell-through revenue recognition basis while GAAP does not recognize revenue on the sell-through of products sitting in the distribution channel on the date an acquisition occurs and when distributor contracts are changed to the standard Microchip format compared to the sell and revenue recognition contracts that Micrel previously had for certain of those distribution partners. We posted a summary of our revenue by product line and geography on our website for your reference. On a non-GAAP basis, gross margins were 57.9% in the December quarter and at the high end of our guidance. Non-GAAP operating expenses were 28.5% of sales, below the bottom end of our guidance range, and non-GAAP operating income was 29.5% of sales, which was above the high end of our guidance. Non-GAAP net income was $138.4 million resulting in earnings per diluted share of $0.64 which was higher than our pre-announced results from January 19. On a GAAP basis, net sales were $540.3 million, and gross margins, including share-based compensation and acquisitions and related expenses were 54.2% in the December quarter. GAAP gross margins include the impact of $2.3 million of share-based compensation, $6.9 million of gross margin impacts from the distributor revenue adjustment I mentioned earlier, and $17.8 million in acquired inventory evaluation cost and acquisition related restructuring cost. Total operating expenses were $216.6 million or 40.1% of sales and include acquisition intangible amortization of $48.3 million, share-based compensation of $14.7 million, $1.5 million of acquisition related expenses, and special income of $5 million. GAAP net income was $61.2 million or $0.28 per diluted share. In the December quarter, the non-GAAP tax rate was 10% and the GAAP tax benefit rate was 22%. The non-GAAP tax rate reflects the benefit in the December quarter for the R&D tax credit reinstatement but we are including the benefit from R&D tax credit from previous quarters that were reinstated only in the GAAP results to make future periods more comparable. We expect our longer term forward-looking non-GAAP effective tax rate to be between 10% and 11%. Moving on to the balance sheet, consolidated inventory at December 31, 2015 was $319.5 million and includes $11 million of fair value markup on Micrel's inventory required by GAAP purchase accounting. Excluding purchase accounting adjustments, Microchip had 120 days of inventory at December 31, 2015, which is up by five days from the levels at the end of the September quarter. Excluding purchase accounting adjustments, inventory at our distributors was at 34 days, which is down one day from the September quarter levels. I want to remind you that historically Microchip's distribution revenue throughout the world has been recognized on a sell-through basis. Micrel has some distributors that historically recognize revenue on a sell-in basis. Microchip changed substantially all of the contractual relationships with these distributors during the December quarter which has resulted in sell-through revenue recognition in the future. Our non-GAAP revenue guidance provided in our release today is based on sell-through revenue recognition for the Micrel distributors for the entire March quarter in order to continue to provide investors with a view of the true end-market demand for our products. There will be a difference in GAAP revenue recognition as the inventory in the distribution channel at the date of the conversion to sell-through accounting will not be recognized as revenue for GAAP accounting purposes. The cash generation in the December quarter excluding our acquisition activities, our dividend payment, and changes in borrowing levels under our revolving line of credit was $172 million. As of December 31, the consolidated cash and total investment position was $2.398 billion, our borrowings under our revolving line of credit at December 31 were $1.008 billion, $288 million lower than it was on September 30 as we paid down a portion of the revolving line of credit. Excluding dividend payments, changes in borrowing levels and our acquisition activities, we expect our total cash and investment position to grow by approximately $140 million to $160 million in the March quarter. Capital spending was approximately $17.9 million in the December quarter. We expect about $28 million in capital spending in the March quarter and overall capital expenditures for fiscal year 2016 to be about $110 million, well below our previous guidance to the street of $125 million. We are selectively adding capital to support the growth of our production capabilities for our fast growing new products and technologies, and to bring in-house more of the assembly and test operations that are currently outsourced. Depreciation expense in the December quarter was $26.7 million. Over the past several years, Microchip's dividends paid to its shareholders has been treated as return of capital as Microchip did not have earnings and profits in the United States. As indicated in last quarter's earnings call, due to the integration of Micrel into Microchip global tax structure, Microchip will have earnings and profits in the United States in fiscal year 2016. For this transaction Microchip brought back about $250 million of offshore cash to the U.S. and we don't anticipate paying in the U.S. cash taxes on the amount as we will use net operating losses to offset the income. As a result, a portion of Microchip's calendar year 2015 dividends are taxable to shareholders versus the return of capital treatment from the last few years. We have posted a copy of the IRS Form 8937 on the Investor Relations page of our website which indicates the split between taxable dividends and return of capital for each dividend payment made during calendar year 2015. I will now ask Ganesh to give his comments on the performance of the business in the December quarter. Ganesh?

Thank you, Eric, and good afternoon, everyone. Before I start my prepared remarks, I'd like to take a moment to thank Steve, our Board of Directors, the Microchip Executive Team, and the over 10,000 employees of Microchip worldwide for the high honor and the distinct privilege they have bestowed on me to be the next President of Microchip. It has been the journey of a lifetime to have witnessed and contributed to the growth and success of Microchip, and I look forward to continuing that journey with the Microchip team as we scale new heights and achieve new business milestones in the years to come. Now let's take a closer look at the performance of each of our products lines starting with Microcontrollers. Our microcontroller revenue was down 3.5% in the December quarter as compared to the September quarter as we experienced the same broad-based weakness that the industry experienced. In calendar year 2015 our microcontroller business was down 1.4% as compared to calendar year 2014, and while we're not happy about the decline we are confident that we're gaining market share in every microcontroller segment that we compete in what was a difficult year for the overall industry. The official microcontroller rankings, we expect will be available in time for our next earnings conference call. We are continuing to deliver innovative new 8-bit, 16-bit, and 32-bit microcontrollers, as well as software and development tool solutions to compliment them which we believe will enable us to grow faster than the market and gain further market share. As we mentioned at our January 19 conference call, the addition of Atmel's 8-bit AVR microcontroller family and 32-bit ARM microcontrollers family we expect will enhance Microchip's industry leading 8-bit, 16-bit and 32-bit microcontroller offerings. Microcontrollers represented 58.5% of Microchip's overall revenue in the December quarter. Moving to Analog, our Analog business which includes Micrel results was up 4.1% in the December quarter as compared to the September quarter, and was up 3.6% compared to the year ago quarter. In calendar year 2015, our analog business was up 22.4% as compared to calendar year 2014. The strong growth and increase in market share in 2015 was the result of our organic growth efforts, as well as the Micrel acquisition. Our analog business represented 31.2% of Microchip's overall revenue in the December quarter, the highest percentage of our total revenue it has ever been. To put the size of our analog business in perspective, in the December quarter Microchip's analog business alone was almost the same size as all of Microchip was in the March quarter of 2009, and at an almost $700 million annual revenue run rate it is emerging as one of the larger analog franchises serving the embedded controlled market. We continue to develop and introduce a wide range of innovative and proprietary new products to fuel the future growth of our analog business, complemented by the products added to our portfolio through acquisitions. Now moving to the Memory business, our memory business which is comprised of our Serial E-Squared memory products, as well as our SuperFlash memory products was down 8.3% in the December quarter, as compared to the September quarter. We continue to run our memory business in a disciplined fashion that maintains consistently high profitability, enables our licensing business, and serves our microcontroller customers to complete their solutions. Our memory business represented 5% of Microchip's overall revenue in the December quarter. Now let me pass it to Steve for some general comments about our business, as well as our guidance going forward. Steve?

Thank you, Ganesh. Today, I would like to first comment on the results of the fiscal third quarter of 2016 and then provide guidance for the fiscal fourth quarter of 2016, including comments on the progress of integration for Micrel. Then I will provide some further commentary on some of the feedback we have received since the conference call about acquisition of Atmel. Our December quarter results were strong amidst a very turbulent macro and semiconductor industry backdrop. The quarterly results in non-GAAP revenue, gross margin percentage, operating expense percentage and operating profit percentage were all better than the midpoint of our guidance. Additionally, our non-GAAP diluted earnings per share came in at $0.64 which is above the $0.62 to $0.63 upwardly revised guidance we provided in the announcement of our preliminary results on January 19, 2016. I will now provide guidance for the March 2016 quarter. We believe that our business has stabilized and that the majority of the inventory correction is behind us. The March quarter is impacted negatively by the Chinese New Year holidays in Asia but it is also the strongest quarter of the year for Microchip in Europe. Based on our analysis of economic and semiconductor industry conditions, as well as our own business indicators, we are guiding the March quarter non-GAAP net sales to be between flat to up 3% sequentially. We expect non-GAAP gross margin to be between 57.9% and 58.1% of sales. We expect non-GAAP operating expenses to be between 27.3% and 27.9% of sales. And we expect the non-GAAP operating profit to be between 30% and 30.8% of sales. We expect non-GAAP earnings per share to be $0.65 to $0.69 per share. Now let me provide you with an update on the integration of Micrel. The integration continues to progress as planned, there were seven main elements of integration we had defined. Five of them are complete which are; number one, financial and business systems consolidation; number two, consolidation of Micrel's wafer fab starts planning; number three, integration of salesforce rep and distribution network; number four, integration of products lines and R&D activities; and number five, integration of human resources systems, equity plans, 401K, medical benefits, bonus plans etcetera. The remaining two areas which are progressing well but are not complete yet are; number one, the closure of Micrel San Jose fab which is on-schedule for August 2016; and number two, the integration of backend operational systems which also remains on-schedule for August of 2016. With this let me know provide guidance for accretion from the acquisition of Micrel. Micrel acquisition was about $0.07 accretive in the September quarter and was $0.038 accretive in the December quarter to non-GAAP EPS. This accretion will continue to increase and we now believe that we will achieve $0.30 of EPS accretion run rate from Micrel by the end of fiscal year 2017. This is up from $0.25 accretion target that we provided in the prior conference calls. These numbers depend upon the speed of integration efforts and the help of the underlying economy in general. Now some update about Atmel. I have visited Atmel's headquarter location in San Jose, and fab location in Colorado Springs and held all employee communication meetings and one meetings with the executive. Ganesh and I are headed to Europe in mid-February to visit Atmel's European locations in France, Germany, Norway and UK. We completed the U.S. Antitrust Filing last week and the filings in Germany and Korea are scheduled for next week. We are also targeting the F4 filing with the Securities & Exchange Commission in about a week. We continue to expect to close this transaction in the second calendar quarter of 2016. Since the announcement of the Atmel transaction and our conference call on January 19, most of the feedback from investors and analysts has been very positive that the deal makes sense. However, there are also areas where either we were not sufficiently clear or investors have further questions. We would like to provide more clarification regarding these concerns today. The general view that we have heard is that the current slow growth environment, that in the current slow growth environment investors like the self-help stories that can continue to generate growth despite the challenging macro environment. We have recently shared with investors Microchip's organic and total growth in the last six years to repeat just under metric from calendar 2009 to calendar year 2015, Microchip's organic compounded annual growth rate has been 8.3% per year and the total compounded annual growth including acquisitions has been 17.3% per year. Investors have commented that our management team has the best chance of turning around Atmel and making them successful. Now let us go into some of the concerns that investors and analysts have raised. First is leverage. Investors have raised a concern that the Atmel acquisition increases Microchip's debt-to-EBITDA leverage quite a bit and understandably have questions about the cash quotient and potential risk to the dividend. We have said in the conference call that after the stock buyback, our senior debt-to-EBITDA leverage will be 2.7 and our total leverage will be 4.5. We would like to point out that these numbers are before synergy. Once you factor in synergies, consistent with what companies like NXP and Avago have done in their coated leverage numbers, we expect our debt-to-EBITDA leverage to drop rapidly as follows. After the first year the senior leverage will drop from 2.7 to 2.3, and the total leverage will drop from 4.5 to 4. After two years the senior leverage drops to 1.9 and the total leverage drops to 3.4. And after three years the senior leverage will drop to 1.7 and the total leverage will drop to 3.1. As you can see -- as you can clearly see our debt-to-EBITDA leverage drops rapidly over the first three years after the close of the Atmel acquisition. Additionally, Microchip's management and the Board is fully committed to the dividend and does not see any risk to the dividend. The second question that has been raised is multiple architectures. We received this question at the last conference call also but we have continued to receive follow-on question about this. The comment from investors has been that Microchip in the past has been dismissive of the ARM architecture, so what has changed now? When Microchip was dismissive of the ARM architecture it was in response to investors question about replacing our PIC32 architecture which is MIPS based. In that regard, nothing has changed. We continue to hear from distributors and our customers that ARM has commoditized this market and Microchip's PIC32 based solutions are differentiated in superior products in the marketplace. Therefore, Microchip has no plans to shell one or the other architecture. We will be the only company that will have ARM architecture when the customer demands an ARM solution, and we will have PIC32 when we can sell a differentiated solution like we have been doing for several years. By the way, Atmel does not consider its ARM based products to be a commodity, nor do any of the other suppliers who are also trying to differentiate their products using different peripherals. This is consistent with what we have been saying for years that it is not about the core, it's about the total solution. Atmel's ARM32 based products and Microchip's PIC32 products are both successful in their own right, and we believe have strong ecosystems and market momentum to continue to be successful. As far as AVR and PIC are concerned, at the 8-bit architecture level these are both very mature solutions with fully developed product portfolios, development tools and ecosystems, and they can continue to coexist. There are PIC head engineers who like PICs and there are AVR freaks, a group on the web who like AVR. We cannot disappoint either and will continue to support both of these groups. But as we mentioned during our conference call, we do expect to find synergies by not having to duplicate the investment in IP building blocks that make up our microcontrollers. We believe that the investors are making the same mistakes that they made when they believed that SMSC's vertical products lines and automotive and personal computer business was an issue for us because we were based on horizontal market and sales. Investors have routinely underestimated Microchip's management's ability to transform the company's organization and resources to take on the challenge at hand. The third question raised has been revenue dis-synergies. Investors believe that not all of Atmel's products lines will meet Microchip's margin criteria and some segments will be exited or divested. Investors have pointed to our attempt to purchase Atmel in 2008 when we were going to divest a couple of segments to ON Semiconductors. While in 2008 Microchip was planning to sell the memory business and automotive business to ON Semiconductor, I must point out that while the memory business was a lower margin business for Atmel at that time, the primary reason for Microchip to divest those two businesses was affordability, not the margin. ON Semiconductor was going to bring $1 billion of cash into the deal. Without that Microchip could not afford to buy Atmel at the size Microchip was then. Since then Microchip has grown tremendously, and with a large market capitalization. Today we can afford the entire Atmel business ourselves. Secondly, Atmel has divested many of the low margins businesses, namely Smart Card, CDL Flash Memory business and some others. Today we see only 5% of Atmel business that is in mobile consumer electronics touch segment that is very low gross margin. We believe that there are significant positive synergies in this acquisition to easily override any potential negative synergy out of that 5% business which has declined very significantly already under Atmel's clock. Fourth question raised has been dis-synergy through multi-sourcing. There seems to be a misconception that both Microchip and Atmel microcontrollers are designed into the same circuit and therefore there will be some dis-synergy. We do not understand this concern due to different architectures Microchip and Atmel microcontrollers are never designed into the same circuit. There is also a concern that distributors will not sell a broad portfolio, we don't understand that either. If that line of thinking was to be true, then distributors should give all of Texas instruments business to me as they have a much broader portfolio than we do. Microchip and Atmel combined will do approximately $2 billion through their distribution channel. The combined product lines of Microchip and Atmel will be one of the most sought after broad-based product line with multiple opportunities for distribution for attaching Analog, Wi-Fi, Bluetooth, Memory, USB, Ethernet, timing products and others. The fifth concern raised has been -- our target is $0.33 accretion in fiscal year '17 and then $0.90 in fiscal year '19, this bridge is somewhat misunderstood. So let me clarify that. Let me first remind you about the accretion numbers again. They are $0.33 in fiscal year '17, $0.67 in fiscal year '18 and $0.90 in fiscal year '19. The accretion is coming from three factors. First, the operating expense reduction. Second, the gross margin improvement. And third, the revenue growth. The operating expense reduction is not a one year job, because of the size of the transaction we believe it will be a continuous effort over a three-year period to rationalize the R&D, as well as SG&A expenses and bring them into Microchip's cost structure. The gross margin improvement is also gradual through improvement of manufacturing efficiency, as well as higher or lower emphasis on products lines based on their gross margin. And then there will be revenue synergy also contributing to the EPS synergy. Atmel's revenue has been declining for the last five years as they have restructured out of the very large touch business, and they also sold the serial flash business with company called Adesto. We are confident that Atmel's revenue will widen [ph] in the first half of 2016 and then grow afterwards. We also see a significant opportunity to attach analog and other connectivity products to Atmel's microcontrollers like we have been successful with Microchip's microcontrollers. In fact, I see the analog attached opportunities with Atmel's microcontrollers to be a bonanza for our analog business. A combination of all these factors builds the accretion from $0.33 in fiscal '17 to $0.67 in fiscal year '18 to $0.90 in fiscal year '19. The final concern we have heard about is the size of the deal. Microchip has been successful in smaller deals, can we duplicate that success with this larger deal. Now I must say that we heard this concern when we bought SMSC also. SMSC was 4X larger than any deal we had done prior to that. Microchip today is a $2.2 billion company and is capable of taking on a larger acquisition compared to what we could do a few years ago. Atmel's business is also quite familiar to us which was unlike the case with SFT, SMSC etcetera. As I said before, Microchip management is capable of transforming its organization, resources and strategy to meet the challenges of a given time. Just today we announced the promotion of Ganesh Moorthy to President and COO. In addition to Ganesh deserving of the promotion, it is also a recognition of the fact that we are taking on an acquisition that's about 47% of our own size and it will require Ganesh and I both to manage this enterprise with all of the travel involved worldwide. We're also adjusting the organization below us to adapt to this new reality. Microchip is an incredible executive development machine. You may not know this but Microchip has not hired a VP level person from outside the company for over 15 years, although we have gained some VPs through our acquisitions. Through training, mentoring, and developing we have groomed our own executives that have replaced some of the retirements that have taken place, as well as provided the leadership bandwidth required to effectively manage the growth that we have experienced. You cannot imagine the familiarity, understanding, cohesiveness, speed of execution and constancy of purpose that it builds in the organization. This culture has been one of the hallmarks of our success. We have been able to extend this culture to our many acquisitions and we believe that we will be able to achieve the same with Atmel. I hope that it alleviates some of your concerns. In closing, I would like to say that the December quarter marks the bottom for us for this correction and we are expecting a low single-digit sequential growth in the March quarter. Beyond the March quarter we get into two back-to-back seasonally stronger quarters for Microchip. These quarters beyond organic growth will also have incremental accretion from the restructuring of Micrel and these quarters will begin to have accretion from the closing of the Atmel transaction. This triple effect coming from organic growth, accretion from Micrel and accretion from Atmel will set up the earnings growth momentum that we expect will lead us to a 23% non-GAAP EPS growth from fiscal year 2016 to fiscal year 2017. With this operator, will you please poll for questions.

[Operator Instructions] We'll go first question to Vivek Arora [ph] at Bank of America.

Thank you for taking my question and congratulations on the good execution. Steve you mentioned March as seasonal, and I think you said China down and I believe Europe and perhaps U.S. up. Given that you have exposure to such a large range of customers, what are you hearing from your customers just in terms of your specific demand environment? Do you think it appears normal or do you think there are ways versus what you would have thought entering this year? Thank you.

The demand environment in U.S. and Europe is about normal. The demand environment in China has been weaker than normal but we were the first ones to call the weakness in China which the industry has been experiencing for some time now. And we have modeled that weakness of China and especially also because of the Chinese New Year into our guidance that we have provided today.

Got it. And the fact that probably squeezing just a quick follow-up on just microcontroller segment growth in calendar '15, I think you mentioned you gained share and assume that there were likely tailwinds from IoT and autos and other area. But then how do we explain the sales actually being down somewhat year-on-year? Was it an inventory issue? Was it geographic issue? Like one should have expected your sales to grow if you were gaining share and you had tailwinds from a number of these new secular road [ph] segment? Thank you.

Well, that depends on what the total number were for microcontrollers. As we have monitored the numbers and earnings report coming out from various other companies, the microcontrollers have been down significantly. So I think once the Dataquest numbers come out, Gartner data come out, you can see what has happened to the market share. We have tracked our performance against the SIA which come out more routinely and we have shown it to you at certain conferences and the grass has looked up into the right where we have been gaining share. Now gaining share doesn't necessarily mean that the numbers are up year-over-year, you could gain share with flat or 1% down business if the business shrunk more than that.

Thank you.

The next question comes from Harlan Sur at JPMorgan.

Good afternoon, thanks for taking my question and Ganesh, congratulations on the promotion. On the $0.05 more of accretion you're targeting on an annualized basis exiting fiscal year '17, just wondering is that better synergies on the COG side or OpEx side or combination of both?

It's combination of three factors; better synergies on the OpEx, better synergies on the gross margin that we can now anticipate as we are getting closer to closing the fab, and we're also seeing significant revenue synergies as we have really taken their product line to our distribution and broad-based direct customers. We're seeing -- we are modelling some revenue synergies also. So $0.05 is a small difference but not that small either, $0.05 would be $11 million to $12 million on an annualized basis and that's how much better we are seeing Micrel today than we saw just a quarter ago.

Great, thanks for the insight there, Steve. And then automotive, was there a relative and bright spot in the December quarter, I think we saw the -- number had a pretty strong snap out. I think you called it a relatively bright spot in your business last quarter. How do you see your broad automotive end markets trending here in the March quarter?

Ganesh?

Automotive was strong as you noted in the December quarter and continues to be a stronger segment than some of the other ones. It's consistent with what you've seen and in the other reports about automotive. It remains one of the more resilient market segments even in the broad-based weakness.

Thank you.

The next question comes from John Pitzer at Credit Suisse.

Yes, good afternoon guys, thanks for letting me ask the question. Ganesh, congratulations as well. You did a good job in the December quarter taking inventory down. In the press release you talked about growing inventory in the March quarter, and Steve, I'm wondering if you could just help me understand is that kind of normal seasonal or is that sort of a habitué [ph] of kind of your expectations for demand as you look beyond March. Give me the explanation behind the inventory going back up in the March quarter?

John, this is Eric. So we had some extended shutdowns in the December quarter in our wafer fab that aren't going to repeat in the March quarter and that's the biggest change that's happened quarter-on-quarter.

That's helpful. Maybe I could sneak another one in. I guess Steve, the farm [ph] what you assumed Micrel did in the December quarter is going to do in the March quarter. It does look if you back that out as if the year-over-year growth for the core business is down, anywhere from 6% to 8% in December and down again 6% to 8% year-over-year at March which does seem to be lagging the peers. Now I know in your prepared remarks you said you feel confident that you're gaining share, I'm just hoping maybe you can help elaborate on that. And I think you also put the qualifier in there, in the markets that you address. And so help me understand, do you think that your served addressable market is growing slower than the overall addressable market for market controllers and that's one of the reasons for the disconnect?

I think in trying to calculate those percentages you are probably highly off on the Micrel revenue. Our numbers are in front of me where we could follow it offline. I don't believe your calculations are correct.

Okay. Could you just talk to in general why you're so confident that you're not losing share, that you're actually gaining share Steve?

Well, when we look at -- compare our 8-bit, 16-bit, 32-bit against SIA numbers we're confident that we gained share in 8-bit, we gained share in 16-bit, we gained share in 32-bit, and we clearly gained share in analog because there has been a significant growth in analog. We have declined some in the memory business; we declined in some of the other miscellaneous. When we have acquired these companies, these companies already did some of the foundry business. Supertex had some foundry business where any companies with this six inch fabs, they under loaded and they attempt to take odds and ends of foundry business doing some work for other people which goes on for years because nobody wants to move it, it's going to be small amount of work. When you close the fab that part of the business atrophies because nobody wants to transfer it to another fab. Atmel has some foundry business, also Supertex had it, Micrel had it. We put that all in the other, so I think when you look at all that our core businesses have all done well. You can compare our core business to Atmel, you can compare it to Renaissance [ph], you can compare it to anybody else and when the numbers come out from Gartner we can share that with you.

Helpful, thanks guys.

I think other thing John I would say is that we had largely broken out the organic versus inorganic numbers based on your request, you may recall. And I don't think it has helped us. You know the thing the investors and analysts have to recognize is that these acquisitions are an enormous amount of work, we take an enormous amount of Microchip executives and our people and our energy to bring these acquisitions which were underperforming, really doing nothing. Micrel had done 6.7% operating profit in the quarter we bought them. And now their operating profits are approaching 20% and will be 30% or higher by the time we are done. All that effort would have gone into our business. In many cases -- take the case of Micrel for example, we terminated one of our product, a Gigabit Ethernet and we decided to take a Gigabit Ethernet from Micrel and market it further because they were further along in the development of that product. So when you look at it year, two years, three years down the line -- when you guys, the way you interpret organic versus inorganic, you basically take all the earnings that we have produced, all the revenue that we have produced, all the work that we have done to take these acquisitions which were essentially making new -- no money, and make hundreds of millions of dollars from these acquisitions to bring them into 30% plus operating profit, and you take them out from the cap and saying our core business isn't doing well, thank you very much. Operator, next question.

We'll go next to Craig Hettenbach at Morgan Stanley.

Yes, thank you. Steve, just question on Atmel, you mentioned that you will be doing some visits and you meet with some of the executives into Colorado, just -- I just start to do these meetings, any additional color you'd provide in terms of kind of what you're learning incrementally about the business and how that fits into the deal?

Well, we're not learning much about the business at this point in time. Atmel is essentially not shedding anything about the business. We still see that Antitrust hasn't cleared and we still see the businesses as competitive. We're largely getting through the people, we tour the facility, we're learning where people are located, we're starting to formulate some initial thoughts about how we will go about the integration. We have done enough of these that we know what burdens we have to push and what we have to do so we can get there quite quickly. But in the two weeks that have passed, they are not letting us into the business yet.

Understood. Just other follow-up in terms of kind of being at the bottom here and then you guys have seen some of this first and then been out in front of it. That said are there still any kind of variations by different geographies or end markets or from a bookings perspective at this point is that kind of stable and seasonal?

I don't have any end market commentary but from a geography standpoint it is clearly a distinction, I mean the world knows at this point in time that China is weaker than normal and we're finding that U.S. and Europe to be normal.

Okay, thank you.

The next question comes from Chris Daily [ph] at Citi.

Thanks guys. Steve, just a question on the China weakness, you said you're baking it into the guidance this quarter. When you talk about the 23% EPS growth in fiscal '17 do you think the China weakness last beyond this quarter? And then if you could just share us your insights as to why or why not, that would be great. Thanks.

Chris, I'm not going to comment what the industry would do beyond this quarter but whatever our assessment is of that is baked into when they are talking about 23% EPS growth.

Got it, okay. And then Ganesh, you commented on the automotive end market. To the extent you can -- can you just give us your comments on the other -- sort of main end markets, how they have been? How they are looking this quarter perhaps industrial consumer etcetera?

It is hard to predict exactly what segments are going to do and how they are going to do in the quarter. Clearly, we can see where the strength is. There is other softness we've seen in some of the China related -- many of China has consumer content that goes with it. Our PC segment is doing reasonably well, even though I know the macro PC has other issues because we play in some of the more value-added segments in the office computing, in the server side, some of the PC peripherals, all of that. And -- so there is nothing that stands out, I think automotive stands out because it's relatively strong compared to others.

Got it. Thanks a lot guys.

We'll go next to William Stein at SunTrust.

Great, thanks for taking my question. First, I'm hoping Steve you can talk a little bit about when you highlight the very strong accretion you expect from Atmel, can you talk a bit about how much you expect to come from revenue synergies and perhaps highlight how front end or back end loaded you anticipate that be?

Well, we did not break the synergies into OpEx growth margin and revenue growth and we're not going to. Some of the work has been done by our knowledge and assessment and experience and applying cycles of learning or the previous acquisitions. As I said earlier, Atmel management hasn't let us into the business to really do a bottoms up on product line by product line, cost by cost, wafer by wafer, ASP by ASP. So the analysis is not done at that level, it's done at a more higher level but our experience shows just look at Micrel, I mean this is the second or third time we have increased the accretion guidance on Micrel, we did the same thing with SMSC. So, we think the numbers we have given you are good but we are not going to break it down further by the three pieces.

Understood. Maybe one for Eric, I think you mentioned there was a special income of $5 million in the quarter, did I hear that right? And can you elaborate as to what that is and whether it repeats?

Yes, so it does not repeat so we had a couple of things happen in the quarter. On the legal front we had a settlements that brought some income in the Microchip and there was a couple of settlements that went out and the net of those were essentially the $5 million.

Great, thank you.

Then not in the non-GAAP. Are they in the non-GAAP?

Yes, they are not in the non-GAAP.

They are not in the non-GAAP; they are only in the GAAP.

Understood, thank you.

We'll go next to Chris Caso at Susquehanna Financial Group.

Thank you. With respect to Atmel and just some of the comments that you had made regarding the amount of business I guess you'd essentially look to keep from that. You talked about, about 95% of the business -- I guess essentially meeting your margins criteria. Should we gather from that that as we go forward those 95% of the business lines you would continue them and eventually the goal would be to get those up to Microchip margin targets. Is that the right interpretation of what you said there?

Well, look at the history of what we have done. The same kind of concerns were raised with SMSC. Did we sell a product line from SMSC? Did we discontinue the PC business? Did we discontinue the other parts of the business? This question is raised every time. When we go in we assess the situation, we look at all the product lines, we see how it maps to our product line, what the margins are, we put higher focus on the product lines which we can grow faster at higher margin, we put less focus on the product lines that have lower margin and we change the model mix, we change the factory strategy, we shutdown factories, we move things around. In every acquisition we have gotten those results. Two weeks after announcing the acquisition and the one in which basically we got very little insight into the company because of competitive factors compared to any of our acquisitions. Why do you guys always assume that the gross margin improvement has to happen only from discontinuing the product lines, those pieces have been there before and they will always run? We didn't do that in the prior acquisition and yes, we got them into last quarter, the December quarter. Supertex gross margin was 17%, actual data.

Chris, if you look at the January 19 presentation that we put up and we announced the transaction I think you will see what our top process was relative to gross margin overtime and expenses overtime as we combined the two companies. And you will see that there is improvement in all areas that we're planning on.

Right, okay. Just addressing one of the other things you had brought up with Atmel as well, and the leverage. Maybe you could speak to how you have looked at this perhaps under different macro conditions and obviously neither you nor I can predict what the macro does over the next two or three years. But how have you looked at this through a bunch of different market conditions? I know in the past when we've hit downturns, you've been able to ramp back OpEx for Microchip in order to protect EPS. Do you feel the same confidence in the ability to do that on the Microchip with some leverage as you're in the process of paying down at leverage from the deal?

Yes, I think the answer of that is yes. And I think I spoke about it in the last conference call. I mean do you really think conservative management like Microchip will take on this acquisition and leverage without doing a real heavyweight downside analysis and seeing in there where the leverage gets to -- is there any threat to the dividend, what happens to the cash flow, what happens to the capital, do you think we really would do that? So, trust us that we did a real bottoms up analysis and what happens in every downside is our capital needs dry up. Then we have shared with you before in graphs that our capital needs are self-sustaining but a small amount of capital is sustaining but then the rest of the capital is kind of growth in new technologies and all that. And what we find is in a down environment the capital needs dry up. When the capital needs dry up, there is a huge cash flow that comes up because you don't have to really spend all that money on capital. So, we did a downside analysis and the total leverage metric is 5 and the senior leverage hurdle is 3 and we don't really get close to those by taking all those factors into account.

Alright, thank you.

The next question comes from Harsh Kumar at Stephens Investment Banking.

Steve, I wanted to ask you about analog, you talked about it being a bonanza. Could you just tell us about -- I know that the Microchip analog attach rate is very high for its own microcontroller. What is your expectation with Atmel? Do you think you can get a similar level of attach rate with some of their products? Is there anything that Atmel makes that you can leverage through your salesforce? Any color would be great.

Harsh, the answer to that is yes. Where it works is, a customer sits down to lay out the board and when they choose a microcontroller they start to write the code and the analog is fit in later. I need a supervisor, I need an LDO, I think I need an A to D converter, I think I need this and that. So those are things that you can attach it on the microcontroller and many time those selections are made many months later. But when a microcontroller manufacturer like us has its own analog, so one of the advantage we have is we can sample all the things that customer needs in their application, right away. So when the customer is ready, it's handy already, it's available in front of his eyes. And the attach rate to the Atmel's microcontroller would be very similar, that's the first thing we would do to take all of their black diagrams worldwide that exists out to customers and really see whose analog is around.

Got it, very helpful Steve. And then as a follow-up if I can ask you, I've seen you acquire a bunch of companies here in the last seven/eight years, and most of them have been successful, some underway to that track. When you buy a company Steve, when you look at a new acquisition, what kind of up margin goals do you have for them? We have seen some of the older ones that are done well into the 30s but is there a number or hurdle rate that you can share with us or perhaps even arrange or qualitatively even?

I think Harsh I rather not because that becomes a model for the next acquisition regarding what I could pay.

That's fair, appreciate it.

We'll take the next question from Raj Bindra Gill [ph] at Needham & Company.

Yes, thanks for taking my questions. Steve, I was wondering if you could talk a little bit about the IoT strategy going forward now that you've acquired Atmel's assets. And can you talk a little bit about what they bring to the table and what you have with your existing portfolio and how you think you would be able to get -- generate competitive advantage with respect to that market?

As just in the last call, that -- IoT is very hard to define, what you put in IoT and a lot of people put the entire microcontrollers in IoT and if you do that we've been well over a $1 billion of business but very strict definition of IoT would be really not counting the microcontroller but when really the application is really connected on the internet wirelessly through Wi-Fi, Bluetooth or whatever. So, I mean our IoT business is approximately twice the size of Atmel's IoT business, I mean somebody could count it differently how you define it but counting apples-to-apples. So it grows that business by 50%. We had all the functionality; we had the Wi-Fi, the Bluetooth, the BLE. So we had all the functionality, from that standpoint we don't really get something new but when you get a scale -- 50% larger scale, and secondly when you get into individual specs and products, people could argue my product is better than, mine is lower power and mine is larger range, and this and that and that and the combination of those we're going to get in some cases way better and in some cases they are better. Together we will cover more of the market with 50% larger scale.

And if I can add to that, I think the other part of IoT which is growing is the security of the nodes themselves and Atmel does have awesome good products line that address that. So you put the two together, it's a more powerful combination than what we had individually.

And as my follow-up, in terms of the consolidation that's occurring in the semiconductor industry, how do you look at your competitors are positioning now with the acquisition of Atmel, say vis-à-vis NXP/Freescale who are also going to have a large portfolio of 8-bit to 32-bit microcontroller assets. Thank you.

The way we look at it is, we don't look at any of the acquisition that is a must for us. We have not preceded any of the past acquisitions we have done with the eye towards that it's an acquisition that we must do. We have done them because we found them, we were able to get them either at a reasonable price or we're able to build a model where it would make sense but you've seen us walk away from acquisition, like we've walked away from CSL, we walked away from many, many other that did not come in the public domain. We competed with Freescale when there were multi-billion dollar revenue company, $4 billion to $5 billion revenue company, and Microchip was just a $100 million, $200 million then $500 million and then $1 billion. And we have constantly competed being a much smaller company with assets, with TI, with Freescale, and with ST-Micro and others. Scale is important but just scale for the sake of scale with not good products lines and not good execution and all that -- lot of larger companies have terrible business model. Still Atmel to compete with NXP and Freescale we could compete with both of them individually and together ourselves fine. We did Atmel for the reasons we have described earlier.

Thanks for that.

The next question comes from Kevin Cassidy at Stifel.

Thanks for taking my questions and congratulations Ganesh. What are the strengths that Microchip has had with your microcontrollers if you have a consistent development tool for 8-bit, 16-bit and 32-bit? Do you plan on bringing the Atmel products under that same development tool umbrella, is that possible or will you be running two separate tools?

It's early days, Atmel also has a very good development tool environment that they run for their products and as we move forward, we'll look at other ways for Atmel products to work under the Microchip development tools, other way is for Microchip products to work under the Atmel development tools. There is a lot more to be discovered and done and when we get to the stage where we can engage in more detail with them. Development tools to the engineers are a very touchy subject and it's one that it's important for them to feel comfortable designing with our entire portfolio, we thought they've gotten used to. And I think that our ways to slowly overtime building the ability for each other's products to be fit underneath the development tools that are available. So, more to come on that but I think both companies have strong development tools, Microchip obviously has had them over the entire 8-bit, 16-bit, 32-bit portfolio and Atmel has one for the AVR products and one for the ARM products. And we'll look for ways to make it so that design engineers find it sticky using our development tools.

Alright. Okay, great.

Let me add little bit to it. I just kind of get the feeling here that Investor Analysts have made too much of it. For years, yes, we have had a common development tool because we could. All these things were developed internally at 8-bit and 16-bit was an internal architecture and one of the thing – reason, part of the reason we also choose MIPS was because we were able to work with them in a way that we could bring them into a common development environment and Microchip tool set we want to extend to MIPS architecture. But no other company has it. Freescale has number of development environments for Power to PC, for ARM architecture, for the 8-bit product line, 16-bit product line. Atmel has them, AVR, they have -- number of other companies have the similar. Silica [ph] have 8051 for 8-bit and then it's ARM for 32-bit, so no other company has it, those companies aren't dead. Now true if we had bought a company with the same architecture, it will be incrementally better but I think Street is looking at like it's dead, like it breaks that tool and then therefore it is the end of the world. These are highly successful product lines in their own right. At other companies they have existed with multiple architectures, they can exist under multiple architectures at Microchip. We already have -- we have a on-development tool that sells products from SMSC, Rob [ph] Networks had it. So we use other architecture, we use 8051, we use ARP, we use ARM but it's predominantly our own architecture, we would agree with it but we have already in the last few years with other smaller acquisitions already introduced ARM-based products. And if you were taking an ARM-based product that had no momentum, that was nowhere then that would be promotable challenge to develop it but it's a successful product line, and so is the AVR 8-bit. So I just think -- look at it in that light. And on the ARM itself for eight years you guys have hounded us for not having ARM that was a negative. Now we have ARM and somehow it's negative again. You can't have it both ways.

Okay. I wasn't taking that as a negative but what about as we look out there, your automotive business, where are you getting more attraction? Is it with microcontrollers or analog?

It's both. Again, as Steve mentioned earlier on, we don't go into a socket trying to win a single product in it. We obviously get in early because the microcontrollers are some of the earlier decisions that people have to make but it's microcontrollers, it's analog, it's memory, it's the clocks. And as we broaden the portfolio it gives us more opportunities to attach in a given application, automotive or otherwise.

Okay, thank you.

That is all the time we have for this call. Mr. Sanghi, at this time I will turn the conference back to you for any additional or closing remarks.

Well, I just wanted to say that thanks for attending the call today. And there are number of conferences we'll be going to in the month of February and early March and we'll see you on the road. Thank you very much.

That concludes today's call. Thank you for your participation. You may now disconnect.