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v3.23.3

Debt | 6 Months Ended
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Sep. 30, 2023
Debt Disclosure [Abstract] |
Debt | Debt Debt obligations included in the condensed consolidated balance sheets consisted of the following (in millions):
| Coupon Interest Rate |  | Effective Interest Rate |  |  |  |  |
|  |  | September 30, |  | March 31,
|  |  | 2023 |  | 2023
Revolving Credit Facility |  |  |  |  |  | $ | 39.0 |  |  | $ | 100.0 |
2025 Term Loan Facility |  |  |  |  |  | 750.0 |  |  | — |
Commercial Paper |  |  |  |  |  | 1,000.0 |  |  | — |
4.333% 2023 Notes | 4.333% |  | 4.7% |  |  | — |  |  | 1,000.0 |
2.670% 2023 Notes | 2.670% |  | 2.8% |  |  | — |  |  | 1,000.0 |
0.972% 2024 Notes | 0.972% |  | 1.1% |  |  | 1,400.0 |  |  | 1,400.0 |
0.983% 2024 Notes | 0.983% |  | 1.1% |  |  | 1,000.0 |  |  | 1,000.0 |
4.250% 2025 Notes | 4.250% |  | 4.6% |  |  | 1,200.0 |  |  | 1,200.0 |
Total Senior Indebtedness |  |  |  |  |  | 5,389.0 |  |  | 5,700.0 |
Senior Subordinated Convertible Debt - Principal Outstanding |  |  |
2015 Senior Convertible Debt | 1.625% |  | 1.8% |  |  | 6.7 |  |  | 12.4 |
2017 Senior Convertible Debt | 1.625% |  | 1.8% |  |  | 38.0 |  |  | 82.2 |
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 |
Total Convertible Debt |  |  |  |  |  | 710.2 |  |  | 766.6 |
Gross long-term debt including current maturities |  |  |  |  |  | 6,099.2 |  |  | 6,466.6 |
Less: Debt discount(1) |  |  |  |  |  | (10.6) |  |  | (10.4) |
Less: Debt issuance costs(2) |  |  |  |  |  | (12.8) |  |  | (16.3) |
Net long-term debt including current maturities |  |  |  |  |  | 6,075.8 |  |  | 6,439.9 |
Less: Current maturities(3) |  |  |  |  |  | (1,661.1) |  |  | (1,398.2) |
Net long-term debt |  |  |  |  |  | $ | 4,414.7 |  |  | $ | 5,041.7 |
(1) The unamortized discount consists of the following (in millions):
|  |  |  |  | September 30, |  | March 31,
|  |  |  |  | 2023 |  | 2023
Commercial Paper |  |  |  |  | $ | (3.3) |  |  | $ | — |
4.333% 2023 Notes |  |  |  |  | — |  |  | (0.2) |
2.670% 2023 Notes |  |  |  |  | — |  |  | (0.4) |
0.972% 2024 Notes |  |  |  |  | (0.5) |  |  | (1.2) |
0.983% 2024 Notes |  |  |  |  | (0.9) |  |  | (1.3) |
4.250% 2025 Notes |  |  |  |  | (5.9) |  |  | (7.3) |
Total unamortized discount |  |  |  |  | $ | (10.6) |  |  | $ | (10.4) |
(2) Debt issuance costs consist of the following (in millions):
| September 30, |  | March 31, |  |  |  |
| 2023 |  | 2023 |  |  |  |
Revolving Credit Facility | $ | (7.1) |  |  | $ | (8.6) |  |  |  |  |
2025 Term Loan Facility | (0.9) |  |  | — |  |  |  |  |
4.333% 2023 Notes | — |  |  | (0.4) |  |  |  |  |
2.670% 2023 Notes | — |  |  | (0.2) |  |  |  |  |
0.972% 2024 Notes | (0.3) |  |  | (0.6) |  |  |  |  |
0.983% 2024 Notes | (0.4) |  |  | (0.8) |  |  |  |  |
4.250% 2025 Notes | (0.8) |  |  | (0.9) |  |  |  |  |
2017 Senior Convertible Debt | (0.2) |  |  | (0.4) |  |  |  |  |
2020 Senior Convertible Debt | (3.1) |  |  | (4.4) |  |  |  |  |
Total debt issuance costs | $ | (12.8) |  |  | $ | (16.3) |  |  |  |  |
(3) As of September 30, 2023, current maturities consisted of the 2020 Senior Convertible Debt which will be convertible on August 15, 2024, and the 0.983% 2024 Notes which mature on September 1, 2024. As of September 30, 2023, the outstanding Commercial Paper, and the 0.972% 2024 Notes which mature on February 15, 2024 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 September 30, 2023, the 2015 Senior Convertible Debt and the 2017 Senior Convertible Debt were convertible and are 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. 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 matured on September 1, 2023, and the 4.333% 2023 Notes, which matured on June 1, 2023 were excluded from current maturities as the Company had 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, the 2015 Senior Convertible Debt, the 2017 Senior Convertible Debt and the 2017 Junior Convertible Debt were excluded from current maturities as the Company had 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 September 30, 2023, are as follows (in millions):
Fiscal year ending March 31, |  | Amount
2024 |  | $ | 2,400.0 |
2025 |  | 1,672.2 |
2026 |  | 1,950.0 |
2027 |  | 77.0 |
Total |  | $ | 6,099.2 |
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 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; 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. 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 September 30, 2023
| Conversion Rate |  | Approximate Conversion Price |  | Incremental Share Factor |  | Maximum Conversion Rate
2015 Senior Convertible Debt(1) | 34.3667 |  |  | $ | 29.10 |  |  | 17.1851 |  |  | 48.1125 |
2017 Senior Convertible Debt(1) | 22.0373 |  |  | $ | 45.38 |  |  | 11.0194 |  |  | 31.4033 |
2020 Senior Convertible Debt(1) | 10.8633 |  |  | $ | 92.05 |  |  | — |  |  | 15.2086 |
(1) As of September 30, 2023, the 2020 Senior Convertible Debt was not convertible. As of September 30, 2023, the holders of each of the 2015 Senior Convertible Debt and 2017 Senior Convertible Debt have the right to convert their notes between October 1, 2023 and December 31, 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 September 30, 2023. As of September 30, 2023, the adjusted conversion rate for the 2015 Senior Convertible Debt and the 2017 Senior Convertible Debt would be increased to 45.1450 shares of common stock and 26.6501 shares of common stock, respectively, per $1,000 principal amount of notes based on the closing price of $78.05 per share of common stock to include an additional maximum incremental share rate per the terms of the applicable indenture. As of September 30, 2023, each of the 2015 Senior Convertible Debt and 2017 Senior Convertible Debt had a conversion value in excess of par of $17.0 million and $41.1 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):
|  |  | Three Months Ended September 30, |  | Six Months Ended September 30,
|  |  |  |  |  |  | 2023 |  | 2022 |  | 2023 |  | 2022
Debt issuance cost amortization |  |  |  |  |  |  | $ | 1.1 |  |  | $ | 1.7 |  |  | $ | 2.6 |  |  | $ | 3.4 |
Debt discount amortization |  |  |  |  |  |  | 3.1 |  |  | 1.8 |  |  | 4.8 |  |  | 3.6 |
Interest expense |  |  |  |  |  |  | 40.4 |  |  | 47.2 |  |  | 81.9 |  |  | 91.0 |
Total interest expense on Senior Indebtedness |  |  |  |  |  |  | 44.6 |  |  | 50.7 |  |  | 89.3 |  |  | 98.0 |
Debt issuance cost amortization |  |  |  |  |  |  | 0.7 |  |  | 0.7 |  |  | 1.4 |  |  | 1.3 |
Coupon interest expense |  |  |  |  |  |  | 0.4 |  |  | 0.7 |  |  | 0.9 |  |  | 1.7 |
Total interest expense on Convertible Debt |  |  |  |  |  |  | 1.1 |  |  | 1.4 |  |  | 2.3 |  |  | 3.0 |
Other interest expense |  |  |  |  |  |  | 1.1 |  |  | 1.2 |  |  | 2.4 |  |  | 2.6 |
Total interest expense |  |  |  |  |  |  | $ | 46.8 |  |  | $ | 53.3 |  |  | $ | 94.0 |  |  | $ | 103.6 |
The Company's debt settlement transactions consists of the following (in millions):
| Principal Amount Settled |  |  |  |  |  |  |  | Total Cash Consideration |  |  |  |  |  |  | Net Loss on Inducements and Settlements
September 2023(1) |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
2.670% 2023 Notes | $ | 1,000.0 |  |  |  |  |  |  |  |  | $ | 1,000.0 |  |  |  |  |  |  |  | $ | — |
August 2023(2) |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
2017 Senior Convertible Debt | $ | 18.2 |  |  |  |  |  |  |  |  | $ | 42.7 |  |  |  |  |  |  |  | $ | 3.1 |
June 2023(3) |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
4.333% 2023 Notes | $ | 1,000.0 |  |  |  |  |  |  |  |  | $ | 1,000.0 |  |  |  |  |  |  |  | $ | — |
May 2023(4) |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
2015 Senior Convertible Debt | $ | 5.6 |  |  |  |  |  |  |  |  | $ | 18.9 |  |  |  |  |  |  |  | $ | 0.4 |
2017 Senior Convertible Debt | $ | 25.9 |  |  |  |  |  |  |  |  | $ | 56.3 |  |  |  |  |  |  |  | $ | 6.6 |
2017 Junior Convertible Debt | $ | 6.5 |  |  |  |  |  |  |  |  | $ | 14.9 |  |  |  |  |  |  |  | $ | 2.1 |
(1) The Company used borrowings under its 2025 Term Loan Facility and its Revolving Credit Facility to finance the settlement. (2) The Company settled portions of its 2017 Senior Convertible Debt in privately negotiated transactions that are accounted for as induced conversions. (3) The Company used borrowings under its Revolving Credit Facility to finance a portion of such settlement. (4) The Company settled portions of its 2015 Senior Convertible Debt and 2017 Senior Convertible Debt, and the outstanding principal amount of its 2017 Junior Convertible Debt in privately negotiated transactions that are accounted for as induced conversions. Senior Credit Facilities In August 2023, the amended and restated Credit Agreement, dated as of December 16, 2021, was amended by the first incremental term loan amendment, dated as of August 31, 2023. Pursuant to this amendment, the Company borrowed an aggregate principal amount of $750.0 million under the new 2025 Term Loan Facility bearing interest at the Adjusted Term SOFR Rate, plus a margin of 1.125% to 1.5%, or Alternate Base Rate, plus a margin of 0.125% to 0.5%, with a maturity date of August 31, 2025. The interest rate margins are determined based on the Company's credit rating. Commercial Paper In September 2023, the Company established a commercial paper program under which the Company may issue short-term unsecured promissory notes up to a maximum principal amount outstanding at any time of $2.75 billion with a maturity of up to 397 days from the date of issue. The Company's obligations with respect to the payment of the Commercial Paper are guaranteed by certain of its subsidiaries. The Commercial Paper will be sold at a discount from par or alternatively, will be sold at par and bear interest rates that will vary based on market conditions and the time of issuance. Outstanding Commercial Paper reduces the amounts that would otherwise be available to borrow under the Company's Revolving Credit Facility. As of September 30, 2023, the Company had $1.00 billion of principal amount of Commercial Paper outstanding. The weighted-average interest rate of the Company's outstanding Commercial Paper was 5.64% as of September 30, 2023.

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