MICROCHIP TECHNOLOGY INCMCHP

MICROCHIP TECHNOLOGY INC Earnings Per Share Disclosure

10-KFiled May 23, 20253 min read
Net (Loss) Income Per Common Share
The following table sets forth the computation of basic and diluted net (loss) income per common share (in millions, except per share amounts):
Fiscal Year Ended March 31,
202520242023
Net (loss) income$(0.5)$1,906.9 $2,237.7 
Dividends on Series A Preferred Stock(2.2)— — 
Net (loss) income attributable to common stockholders(2.7)1,906.9 2,237.7 
Basic weighted average common shares outstanding537.3 542.0 550.4 
Dilutive effect of RSUs— 5.1 5.2 
Dilutive effect of 2015 Senior Convertible Debt— 0.2 0.6 
Dilutive effect of 2017 Senior Convertible Debt— 0.7 1.0 
Dilutive effect of 2017 Junior Convertible Debt— — 0.1 
Dilutive effect of Series A Preferred Stock— — — 
Diluted weighted average common shares outstanding537.3 548.0 557.3 
Basic net (loss) income per common share$(0.01)$3.52 $4.07 
Diluted net (loss) income per common share$(0.01)$3.48 $4.02 

The Company computed net (loss) income attributable to common stockholders by reducing net (loss) income by the dividends on Series A Preferred Stock accumulated during the period. The Company computed basic net (loss) income per common share based on the net (loss) income attributable to common stockholders divided by the weighted average number of common shares outstanding during the period. The Company computed diluted net (loss) income per common share based on the net (loss) income attributable to common stockholders divided by the weighted average number of common shares outstanding plus potentially dilutive common shares outstanding during the period.

Potentially dilutive common shares from employee equity incentive plans are determined by applying the treasury stock method to the assumed vesting of outstanding RSUs. Potentially dilutive common shares from the Series A Preferred Stock is determined by applying the if-converted method on the outstanding Series A Preferred Stock. Prior to conversion of its Convertible Debt, the Company will include, in the diluted net income per common share calculation, the effect of the additional shares that may be issued when the Company's common stock price exceeds the conversion price using the if-converted method. The Company's Convertible Debt has no impact on diluted net income per common share unless the average price of the Company's common stock exceeds the conversion price because the Company is required to settle the principal amount of the Convertible Debt in cash upon conversion. For the fiscal year ended March 31, 2025, the calculation of diluted net loss per common share excluded 4.0 million common shares from employee equity incentive plans and, 0.1 million and 0.5 million common shares issuable upon the exchange of the Company's 2015 Senior Convertible Debt and the 2017 Senior Convertible Debt, respectively, and 0.6 million common shares issuable upon the exchange of Company's Series A Preferred Stock as the related impact would have been anti-dilutive as the Company generated a net loss.

The following is the weighted average conversion price per share used in calculating the dilutive effect (see Note 6 for details on the Convertible Debt):
Fiscal Year Ended March 31,
202520242023
2015 Senior Convertible Debt(1)
$28.49 $29.02 $29.58 
2017 Senior Convertible Debt$44.27 $45.26 $46.14 
2020 Senior Convertible Debt(2)
$91.08 $91.91 $92.82 
2024 Senior Convertible Debt$121.83 $— $— 
2017 Junior Convertible Debt(3)
$— $44.81 $45.32 
(1) The weighted average conversion price per share for the 2015 Senior Convertible Debt was prior to the settlement of the outstanding principal amount in February 2025.
(2) The weighted average conversion price per share for the 2020 Senior Convertible Debt was prior to the settlement of the outstanding principal amount in November 2024.
(3) The weighted average conversion price per share for the 2017 Junior Convertible Debt was prior to the settlement of the outstanding principal amount in May 2023.
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Historical Timeline

Fiscal YearFiled
2025May 23, 2025Showing above
2024May 23, 2024
2023May 25, 2023
2022May 20, 2022
2021May 18, 2021
2020May 22, 2020
2019May 30, 2019

About Earnings Per Share Disclosures

The earnings per share disclosure breaks down the calculation from net income to both basic and diluted EPS, revealing the full impact of a company's capital structure on per-share economics. The reconciliation between basic and diluted share counts exposes how many stock options, RSUs, convertible securities, and warrants are potentially dilutive to existing shareholders.

Key signals: a widening gap between basic and diluted shares indicates growing dilution from equity compensation or convertible instruments. Anti-dilutive securities excluded from the diluted calculation deserve attention — they represent latent dilution that will materialize if the stock price rises. Watch for the effect of share buybacks on per-share metrics: EPS growth driven primarily by repurchases rather than income growth signals weakening fundamentals. Compare year-over-year changes in the diluted share count against equity compensation expense to assess whether management is effectively managing dilution.

Other Available Disclosures

Income TaxesRevenueFair ValuePP&EGoodwill & IntangiblesLeasesSegmentsDebtCommitmentsStock CompensationNew Standards