Debt

12 Months Ended

Mar. 31, 2023

Debt obligations included in the consolidated balance sheets consisted of the following (in millions):


	Coupon Interest Rate	Effective Interest Rate		March 31,

			2023			2022
Revolving Credit Facility				$	100.0		$	1,399.1



4.333% 2023 Notes(1)	4.333%	4.7%		1,000.0			1,000.0
2.670% 2023 Notes(1)	2.670%	2.8%		1,000.0			1,000.0
0.972% 2024 Notes(1)	0.972%	1.1%		1,400.0			1,400.0
0.983% 2024 Notes(1)	0.983%	1.1%		1,000.0			1,000.0
4.250% 2025 Notes(1)	4.250%	4.6%		1,200.0			1,200.0
Total Senior Indebtedness(2)				5,700.0			6,999.1
Senior Subordinated Convertible Debt - Principal Outstanding
2015 Senior Convertible Debt	1.625%	1.8%		12.4			34.4
2017 Senior Convertible Debt	1.625%	1.8%		82.2			128.1
2020 Senior Convertible Debt	0.125%	0.5%		665.5			665.5
Junior Subordinated Convertible Debt - Principal Outstanding
2017 Junior Convertible Debt	2.250%	2.3%		6.5			10.1

Total Convertible Debt				766.6			838.1

Gross long-term debt including current maturities				6,466.6			7,837.2
Less: Debt discount(3)				(10.4)			(124.6)
Less: Debt issuance costs(4)				(16.3)			(25.2)
Net long-term debt including current maturities				6,439.9			7,687.4
Less: Current maturities(5)				(1,398.2)			—
Net long-term debt				$	5,041.7		$	7,687.4

(1) The 4.333% 2023 Notes mature on June 1, 2023 and interest accrues at a rate of 4.333% per annum, payable semi-annually in arrears on June 1 and December 1 of each year. The 2.670% 2023 Notes mature on September 1, 2023 and interest accrues at a rate of 2.670% per annum, payable semi-annually in arrears on March 1 and September 1 of each year. The 0.972% 2024 Notes mature on February 15, 2024 and interest accrues at a rate of 0.972% per annum, payable semi-annually in arrears on February 15 and August 15 of each year. The 0.983% 2024 Notes mature on September 1,

2024, and interest is payable semi-annually in arrears on March 1 and September 1 of each year. The 4.250% 2025 Notes mature on September 1, 2025 and interest accrues at a rate of 4.250% per annum, payable semi-annually in arrears on March 1 and September 1 of each year.

(2) All outstanding Senior Notes and the Revolving Credit Facility are senior unsecured debt. Prior to the December 2021 amendment, these debt obligations, with the exception of the 4.250% 2025 Notes, were senior secured debt.

(3) The unamortized discount consists of the following (in millions):


	March 31,
	2023		2022


4.333% 2023 Notes	(0.2)		(1.3)
2.670% 2023 Notes	(0.4)		(1.3)
0.972% 2024 Notes	(1.2)		(2.5)
0.983% 2024 Notes	(1.3)		(2.2)
4.250% 2025 Notes	(7.3)		(10.2)
2015 Senior Convertible Debt	—		(3.7)
2017 Senior Convertible Debt	—		(23.4)
2020 Senior Convertible Debt	—		(75.3)
2017 Junior Convertible Debt	—		(4.7)
Total unamortized discount	$	(10.4)	$	(124.6)

As of April 1, 2022, the unamortized debt discount of the Convertible Debt was eliminated upon the Company's adoption of ASU 2020-06 (see Note 1 for further information).

(4) Debt issuance costs consist of the following (in millions):


	March 31,
	2023		2022
Revolving Credit Facility	$	(8.6)	$	(10.6)



4.333% 2023 Notes	(0.4)		(2.9)
2.670% 2023 Notes	(0.2)		(0.8)
0.972% 2024 Notes	(0.6)		(1.3)
0.983% 2024 Notes	(0.8)		(1.4)
4.250% 2025 Notes	(0.9)		(1.3)
2015 Senior Convertible Debt	—		(0.1)
2017 Senior Convertible Debt	(0.4)		(0.6)
2020 Senior Convertible Debt	(4.4)		(6.2)

Total debt issuance costs	$	(16.3)	$	(25.2)

(5) As of March 31, 2023, current maturities consisted of the 0.972% 2024 Notes which mature on February 15, 2024. As of March 31, 2023, the 2.670% 2023 Notes, which mature on September 1, 2023, and the 4.333% 2023 Notes, which mature on June 1, 2023, were excluded from current maturities as the Company has the intent and ability to utilize proceeds from its Revolving Credit Facility to refinance such notes on a long-term basis. As of March 31, 2023, and March 31, 2022, the 2015 Senior Convertible Debt, the 2017 Senior Convertible Debt and the 2017 Junior Convertible Debt were convertible and were excluded from current maturities as the Company has the intent and ability to utilize proceeds from its Revolving Credit Facility to settle the principal portion of its Convertible Debt upon conversion.

Expected maturities relating to the Company’s debt obligations as of March 31, 2023, are as follows (in millions):


Fiscal year ending March 31,	Amount
2024	$	3,400.0
2025	1,677.9
2026	1,200.0
2027	182.2
2028	—
Thereafter	6.5
Total	$	6,466.6

Ranking of Convertible Debt - Each series of Convertible Debt is an unsecured obligation which is subordinated in right of payment to the amounts outstanding under the Company's Senior Indebtedness. The 2017 Junior Convertible Debt is expressly subordinated in right of payment to any existing and future senior debt of the Company (including the Senior Indebtedness and the Senior Subordinated Convertible Debt) and is structurally subordinated in right of payment to the liabilities of the Company's subsidiaries. The Senior Subordinated Convertible Debt is subordinated to the Senior Indebtedness; ranks senior to the Company's indebtedness that is expressly subordinated in right of payment to it, including the 2017 Junior Convertible Debt; ranks equal in right of payment to any of the Company's unsubordinated indebtedness that does not provide that it is senior to the Senior Subordinated Convertible Debt; ranks junior in right of payment to any of the Company's secured and unsecured unsubordinated indebtedness to the extent of the value of the assets securing such indebtedness; and is structurally subordinated to all indebtedness and other liabilities of the Company's subsidiaries.

Summary of Conversion Features - Each series of Convertible Debt is convertible, subject to certain conditions, into cash, shares of the Company's common stock or a combination thereof, at the Company's election, at specified conversion rates (see table below), adjusted for certain events including the declaration of cash dividends. Except during the three-month period immediately preceding the maturity date of the applicable series of Convertible Debt, each series of Convertible Debt is convertible only upon the occurrence of (i) such time as the closing price of the Company's common stock exceeds the applicable conversion price (see table below) by 130% for 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding fiscal quarter, (ii) during the 5 business day period after any 10 consecutive trading day period, or the measurement period, in which the trading price per $1,000 principal amount of notes of a given series for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the Company's common stock and the applicable conversion rate on each such trading day or (iii) upon the occurrence of certain corporate events specified in the indenture of such series of Convertible Debt. In addition, for each series, with the exception of the 2020 Senior Convertible Debt, if at the time of conversion the applicable price of the Company's common stock exceeds the applicable conversion price at such time, the applicable conversion rate will be increased by up to an additional maximum incremental shares rate, as determined pursuant to a formula specified in the indenture for the applicable series of Convertible Debt, and as adjusted for cash dividends paid since the issuance of such series of Convertible Debt. However, in no event will the applicable conversion rate exceed the applicable maximum conversion rate specified in the indenture for the applicable series of Convertible Debt (see table below). On April 1, 2022, the Company irrevocably elected cash settlement for the principal amount of its Convertible Debt. See Note 1 for further information.

The following table sets forth the applicable conversion rates adjusted for dividends declared since issuance of such series of Convertible Debt and the applicable incremental share factors and maximum conversion rates as adjusted for dividends paid since the applicable issuance date:


	Dividend adjusted rates as of March 31, 2023
	Conversion Rate	Approximate Conversion Price		Incremental Share Factor	Maximum Conversion Rate
2015 Senior Convertible Debt(1)	34.0221	$	29.39	17.0128	47.6300
2017 Senior Convertible Debt(1)	21.8163	$	45.84	10.9089	31.0884
2020 Senior Convertible Debt(1)	10.8048	$	92.55	—	15.1267
2017 Junior Convertible Debt(1)	22.2061	$	45.03	11.1042	31.0884

(1) As of March 31, 2023, the 2020 Senior Convertible Debt was not convertible. As of March 31, 2023, the holders of each of the 2015 Senior Convertible Debt, 2017 Senior Convertible Debt, and 2017 Junior Convertible Debt have the right to convert their notes between April 1, 2023 and June 30, 2023 because the Company's common stock price has exceeded the applicable conversion price for such series by 130% for the specified period of time during the quarter ended March 31, 2023. As of March 31, 2023, the adjusted conversion rate for the 2015 Senior Convertible Debt, 2017 Senior Convertible Debt, and 2017 Junior Convertible Debt would be increased to 45.0663 shares of common stock, 26.7568 shares of common stock, and 27.3417 shares of common stock, respectively, per $1,000 principal amount of notes based on the closing price of $83.78 per share of common stock to include an additional maximum incremental share rate per the terms of the applicable indenture. As of March 31, 2023, each of the 2015 Senior Convertible Debt, 2017 Senior Convertible Debt, and 2017 Junior Convertible Debt had a conversion value in excess of par of $34.5 million, $102.1 million, and $8.4 million, respectively.

With the exception of the 2020 Senior Convertible Debt, which became redeemable by the Company after November 20, 2022, the Company may not redeem any series of Convertible Debt prior to the relevant maturity date and no sinking fund is provided for any series of Convertible Debt. Under the terms of the applicable indenture, the Company may repurchase any

series of Convertible Debt in the open market or through privately negotiated exchange offers. Upon the occurrence of a fundamental change, as defined in the applicable indenture of such series of Convertible Debt, holders of such series may require the Company to purchase all or a portion of their Convertible Debt for cash at a price equal to 100% of the principal amount plus any accrued and unpaid interest.

Interest expense consists of the following (in millions):


	Fiscal Year Ended March 31,
	2023		2022		2021
Debt issuance cost amortization	$	6.8	$	9.1	$	14.7
Debt discount amortization	7.2		7.0		6.6
Interest expense	179.3		187.1		227.4
Total interest expense on Senior Indebtedness	193.3		203.2		248.7
Debt issuance cost amortization	2.7		2.4		2.4
Debt discount amortization	—		37.9		64.5
Coupon interest expense	2.9		8.1		37.6
Total interest expense on Convertible Debt	5.6		48.4		104.5
Other interest expense	5.0		5.4		3.7
Total interest expense	$	203.9	$	257.0	$	356.9

The Company's debt settlement transactions consists of the following (in millions)(1):


	Principal Amount Settled		Consideration							Fair Value Settled(2)		Equity Component(2)		Net Loss on Inducements and Settlements
			Cash Paid		Value of Shares Issued		Debt Issued	Total
August 2022(3)
2015 Senior Convertible Debt	$	22.0	$	67.7	—		—	$	67.7	—		—		$	1.3
2017 Senior Convertible Debt	$	14.9	$	29.2	—		—	$	29.2	—		—		$	0.8
May 2022(3)
2017 Senior Convertible Debt	$	31.0	$	65.3	—		—	$	65.3	—		—		$	5.9
2017 Junior Convertible Debt	$	3.6	$	8.2	—		—	$	8.2	—		—		$	0.3
February 2022(3)
2017 Senior Convertible Debt	$	64.9	$	64.9	$	74.6	—	$	139.5	$	60.0	$	75.5	$	11.8
December 2021
2015 Senior Convertible Debt(3)	$	36.6	$	36.6	$	103.9	—	$	140.5	$	36.2	$	104.2	$	4.1
2017 Senior Convertible Debt(3)	$	39.7	$	39.7	$	61.4	—	$	101.1	$	37.4	$	63.0	$	6.3
2017 Junior Convertible Debt(3)	$	19.9	$	19.9	$	31.6	—	$	51.5	$	15.7	$	35.9	$	5.1
Revolving Credit Facility(4)	—		—		—		—	—		—		—		$	0.6
August 2021(5)
2015 Senior Convertible Debt	$	70.4	$	70.4	$	159.9	—	$	230.3	$	71.0	$	158.9	$	10.6
2017 Senior Convertible Debt	$	100.7	$	100.7	$	123.5	—	$	224.2	$	100.0	$	113.0	$	31.5
2017 Junior Convertible Debt	$	92.5	$	92.5	$	115.8	—	$	208.3	$	87.7	$	116.6	$	43.1
June 2021(6)
3.922% 2021 Notes	$	1,000.0	$	1,000.0	—		—	$	1,000.0	—		—		$	0.3
February 2021(5)
2015 Senior Convertible Debt	$	81.0	$	81.0	$	206.5	—	$	287.5	$	79.2	$	208.1	$	10.7
2017 Senior Convertible Debt	$	122.2	$	122.2	$	166.4	—	$	288.6	$	115.9	$	168.2	$	25.5


	Principal Amount Settled		Consideration								Fair Value Settled(2)		Equity Component(2)		Net Loss on Inducements and Settlements
			Cash Paid		Value of Shares Issued		Debt Issued		Total
2017 Junior Convertible Debt	$	156.0	$	156.0	$	217.9	—		$	373.9	$	129.8	$	243.9	$	49.4
December 2020(7)
2015 Senior Convertible Debt	$	90.0	$	48.5	$	221.0	—		$	269.5	$	79.4	$	184.5	$	9.4
2017 Senior Convertible Debt	$	588.8	$	155.4	$	408.7	$	601.5	$	1,165.6	$	486.7	$	655.3	$	57.0
2017 Junior Convertible Debt	$	407.7	$	225.0	$	530.4	$	64.0	$	819.4	$	246.3	$	547.1	$	62.8
Term Loan Facility	$	1,705.7	$	1,705.7	—		—		$	1,705.7	—		—		$	12.9
August 2020(5)
2015 Senior Convertible Debt	$	414.3	$	414.3	$	547.6	—		$	961.9	$	351.7	$	592.3	$	25.0
2017 Senior Convertible Debt	$	381.8	$	381.8	$	221.1	—		$	602.9	$	299.0	$	292.2	$	20.1
June 2020(8)
2015 Senior Convertible Debt	$	383.3	$	383.3	$	405.1	—		$	788.4	$	314.4	$	464.4	$	7.8
2017 Senior Convertible Debt	$	643.9	$	643.9	$	246.4	—		$	890.3	$	481.0	$	390.9	$	13.7
Term Loan Facility	$	17.8	$	17.8	$	—	—		$	17.8	—		—		—
Bridge Loan Facility	$	615.0	$	615.0	$	—	—		$	615.0	—		—		$	5.3

(1) The Company settled portions of its convertible debt in privately negotiated transactions that are accounted for as induced conversions.

(2) Prior to adoption of ASU 2020-06, the total consideration for the convertible debt settlements was allocated to the liability and equity components using the equivalent rate that reflected the borrowing rate for a similar non-convertible debt instrument prior to the settlement.

(3) The Company used cash generated from operations to finance a portion of such settlement.

(4) In connection with the amendment and restatement of its Credit Agreement, the Company recognized a loss on settlement of debt of $0.6 million.

(5) The Company used borrowings under its Revolving Credit Facility to finance a portion of such settlement.

(6) The Company used proceeds from the issuance of the 0.983% 2024 Notes to finance a portion of such settlement.

(7) The Company used proceeds from the issuance of $665.5 million principal amount of 2020 Senior Convertible Debt and used borrowings under its Revolving Credit Facility to finance a portion of such settlement. The Company also issued $1.40 billion aggregate principal amount of 0.972% 2024 Notes and used the proceeds in addition to $213.0 million in borrowings under its Revolving Credit Facility, and cash on hand to repay all amounts outstanding under its Term Loan Facility.

(8) The Company used a portion of the proceeds from the issuance of the 2.670% 2023 Notes and the 4.250% 2025 Notes to (i) finance a portion of such settlement, and (ii) repay a portion of the amount outstanding under the Company's existing Revolving Credit Facility as well as for general corporate purposes.

In December 2020, in connection with the issuance of the 2020 Senior Convertible Debt, the Company incurred issuance costs of $10.8 million. Interest on the 2020 Senior Convertible Debt is payable semi-annually in arrears on May 15 and November 15 of each year. In connection with the issuance of the 2020 Senior Convertible Debt, the Company entered into capped call option transactions with several financial institutions at a cost of $35.8 million. The capped call options cover, subject to anti-dilution adjustments, the number of shares of the Company’s common stock initially underlying the 2020 Senior Convertible Debt. Upon conversion of the 2020 Senior Convertible Debt, the Company may exercise the capped call options subject to a cap strike price of $116.79 per share which would reduce the potential dilution to the Company’s common stock or offset any cash payments the Company is required to make in excess of the principal amount of converted notes. Upon conversion of the 2020 Senior Convertible Debt, there will be no economic dilution from the notes until the average market price of the Company’s common stock exceeds the cap price of $116.79 per share, as the exercise of the capped call options will offset any dilution from the 2020 Senior Convertible Debt from the conversion price up to the cap price. As these transactions meet certain accounting criteria, the capped call options are recorded as a reduction of stockholders' equity and are not accounted for as derivatives.

Senior Notes

The Company may, at its option, redeem some or all of the applicable series of Senior Notes in the manner set forth in the indenture governing the applicable series of Senior Notes. If the Company experiences a specified change of control triggering event set forth in the indenture governing the applicable series of Senior Notes, the Company must offer to repurchase each of the notes of such series at a price equal to 101% of the principal amount of each note of such series repurchased, plus accrued and unpaid interest, if any, to, but excluding, the applicable redemption date.

Each indenture governing the applicable series of Senior Notes contains certain customary affirmative and negative covenants, including covenants that limit or restrict the Company and its subsidiaries' ability to, among other things, create or incur certain liens, and enter into sale and leaseback transactions, and consolidate with or merge with or into, or convey, transfer or lease all or substantially all of its assets, to another person. These covenants are subject to a number of limitations and exceptions set forth in the indenture governing the applicable series of Senior Notes.

Each series of Senior Notes is guaranteed by certain of the Company's subsidiaries that have also guaranteed the obligations under the Credit Agreement and under the Company’s existing Senior Indebtedness. In the future, each subsidiary of the Company that is a guarantor or other obligor of the Credit Agreement is required to guarantee each series of Senior Notes.

Senior Credit Facilities

In December 2021, the Company amended and restated the Credit Agreement in its entirety. In connection therewith, the collateral securing the Credit Agreement prior to such amendment and restatement was released. The amended and restated Credit Agreement provides for an unsecured revolving loan facility up to $2.75 billion that terminates on December 16, 2026. The Credit Agreement also permits the Company, subject to certain conditions, to add one or more incremental term loan facilities or increase the revolving loan commitments up to $750.0 million.

The revolving loans bear interest, at the Company’s option, at the base rate plus a spread of 0.125% to 0.50%, an adjusted daily simple SOFR rate (or SONIA rate in the case of loans denominated in pounds sterling) plus a spread of 1.125% to 1.50%, or an adjusted term SOFR or adjusted EURIBOR rate (based on one, three or six-month interest periods) plus a spread of 1.125% to 1.50%, in each case, with such spread being determined based on the credit ratings for certain of the Company’s senior, unsecured debt. The base rate means the highest of the prime rate, the federal funds rate plus a margin equal to 0.50% and the adjusted term SOFR rate for a one-month interest period plus a margin equal to 1.00%. Interest is due and payable in arrears quarterly for loans bearing interest at the base rate and at the end of an interest period (or at each three-month interval in the case of loans with interest periods greater than three months) in the case of loans bearing interest at the adjusted term SOFR or adjusted EURIBOR rates.

The Company's obligations under the Credit Agreement are guaranteed by certain of its subsidiaries meeting materiality thresholds. The Credit Agreement contains customary affirmative and negative covenants, including covenants that limit or restrict the Company and its subsidiaries' ability to, among other things, incur subsidiary indebtedness, grant liens, merge or consolidate, dispose of substantially all assets, make investments, make acquisitions, enter into certain transactions with affiliates, pay dividends or make distributions, repurchase stock, enter into restrictive agreements, in each case subject to customary exceptions for a credit facility of this size and type. The Company is also required to maintain compliance with a total leverage ratio and an interest coverage ratio, all measured quarterly and calculated on a consolidated basis. As of March 31, 2023, the Company was in compliance with these financial covenants.