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Debt | 12 Months Ended
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Mar. 31, 2024
Debt Disclosure [Abstract] |
Debt | Debt Debt obligations included in the consolidated balance sheets consisted of the following (in millions):
| Coupon Interest Rate |  | Effective Interest Rate |  |  |  |  |
|  |  | March 31,
|  |  | 2024 |  | 2023
Revolving Credit Facility |  |  |  |  |  | $ | — |  |  | $ | 100.0 |
2025 Term Loan Facility |  |  |  |  |  | 750.0 |  |  | — |
Commercial Paper |  |  |  |  |  | 1,359.0 |  |  | — |
4.333% 2023 Notes(1) | 4.333% |  | 4.7% |  |  | — |  |  | 1,000.0 |
2.670% 2023 Notes(1) | 2.670% |  | 2.8% |  |  | — |  |  | 1,000.0 |
0.972% 2024 Notes(1) | 0.972% |  | 1.1% |  |  | — |  |  | 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 |
5.050% 2029 Notes(1) | 5.050% |  | 5.2% |  |  | 1,000.0 |  |  | — |
Total Senior Indebtedness(2) |  |  |  |  |  | 5,309.0 |  |  | 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 |  |  |  |  |  | 6,019.2 |  |  | 6,466.6 |
Less: Debt discount(3) |  |  |  |  |  | (13.9) |  |  | (10.4) |
Less: Debt issuance costs(4) |  |  |  |  |  | (5.5) |  |  | (16.3) |
Net long-term debt including current maturities |  |  |  |  |  | 5,999.8 |  |  | 6,439.9 |
Less: Current maturities(5) |  |  |  |  |  | (999.4) |  |  | (1,398.2) |
Net long-term debt |  |  |  |  |  | $ | 5,000.4 |  |  | $ | 5,041.7 |
(1) The 4.333% 2023 Notes matured on June 1, 2023 and prior to maturity interest accrued 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 matured on September 1, 2023 and prior to maturity interest accrued 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 matured on February 15, 2024 and prior to maturity interest accrued 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. The 5.050% 2029 Notes mature on March 15, 2029 and interest accrues at a rate of 5.050% per annum, payable semi-annually in arrears on March 15 and September 15 of each year. (2) All outstanding Senior Notes and the Revolving Credit Facility are senior unsecured debt. (3) The unamortized discount consists of the following (in millions):
|  |  |  |  | March 31,
|  |  |  |  | 2024 |  | 2023
Commercial Paper |  |  |  |  | $ | (3.9) |  |  | $ | — |
4.333% 2023 Notes |  |  |  |  | — |  |  | (0.2) |
2.670% 2023 Notes |  |  |  |  | — |  |  | (0.4) |
0.972% 2024 Notes |  |  |  |  | — |  |  | (1.2) |
0.983% 2024 Notes |  |  |  |  | (0.4) |  |  | (1.3) |
4.250% 2025 Notes |  |  |  |  | (4.4) |  |  | (7.3) |
5.050% 2029 Notes |  |  |  |  | (5.2) |  |  | — |
Total unamortized discount |  |  |  |  | $ | (13.9) |  |  | $ | (10.4) |
(4) Debt issuance costs consist of the following (in millions):
| March 31, |  |  |  |
| 2024 |  | 2023 |  |  |  |
Revolving Credit Facility | $ | — |  |  | $ | (8.6) |  |  |  |  |
2025 Term Loan Facility | (0.7) |  |  | — |  |  |  |  |
4.333% 2023 Notes | — |  |  | (0.4) |  |  |  |  |
2.670% 2023 Notes | — |  |  | (0.2) |  |  |  |  |
0.972% 2024 Notes | — |  |  | (0.6) |  |  |  |  |
0.983% 2024 Notes | (0.2) |  |  | (0.8) |  |  |  |  |
4.250% 2025 Notes | (0.6) |  |  | (0.9) |  |  |  |  |
5.050% 2029 Notes | (2.2) |  |  | — |  |  |  |  |
2017 Senior Convertible Debt | (0.1) |  |  | (0.4) |  |  |  |  |
2020 Senior Convertible Debt | (1.7) |  |  | (4.4) |  |  |  |  |
Total debt issuance costs | $ | (5.5) |  |  | $ | (16.3) |  |  |  |  |
(5) As of March 31, 2024, current maturities consisted of the 0.983% 2024 Notes, which mature on September 1, 2024. As of March 31, 2024, the outstanding Commercial Paper which matures within the three months ending June 30, 2024, and the 2020 Senior Convertible Debt which matures on November 15, 2024, and will be convertible on August 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 March 31, 2024, the 2015 Senior Convertible Debt which mature on February 15, 2025, 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 matured 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 based on the contractual maturity dates as of March 31, 2024, are as follows (in millions):
Fiscal year ending March 31, |  | Amount
2025 |  | $ | 3,031.2 |
2026 |  | 1,950.0 |
2027 |  | 38.0 |
2028 |  | — |
2029 |  | 1,000.0 |
Total |  | $ | 6,019.2 |
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 - On April 1, 2022, the Company irrevocably elected cash settlement for the principal amount of its Convertible Debt. 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). 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, 2024
| Conversion Rate |  | Approximate Conversion Price |  | Incremental Share Factor |  | Maximum Conversion Rate
2015 Senior Convertible Debt(1) | 34.7329 |  |  | $ | 28.79 |  |  | 17.3682 |  |  | 48.6252 |
2017 Senior Convertible Debt(1) | 22.2722 |  |  | $ | 44.90 |  |  | 11.1369 |  |  | 31.7380 |
2020 Senior Convertible Debt(1) | 10.9310 |  |  | $ | 91.48 |  |  | — |  |  | 15.3034 |
(1) As of March 31, 2024, the 2020 Senior Convertible Debt was not convertible. As of March 31, 2024, the holders of each of the 2015 Senior Convertible Debt and 2017 Senior Convertible Debt have the right to convert their notes between April 1, 2024 and June 30, 2024 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, 2024. As of March 31, 2024, the adjusted conversion rate for the 2015 Senior Convertible Debt and the 2017 Senior Convertible Debt would be increased to 46.5270 shares of common stock and 27.8352 shares of common stock, respectively, per $1,000 principal amount of notes based on the closing price of $89.71 per share of common stock to include an additional maximum incremental share rate per the terms of the applicable indenture. As of March 31, 2024, each of the 2015 Senior Convertible Debt and 2017 Senior Convertible Debt had a conversion value in excess of par of $21.4 million and $56.9 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, |  |  |  |
| 2024 |  | 2023 |  | 2022 |  |  |  |  |  |  |  |
Debt issuance cost amortization | $ | 4.5 |  |  | $ | 6.8 |  |  | $ | 9.1 |  |  |  |  |  |  |  |  |
Debt discount amortization | 37.5 |  |  | 7.2 |  |  | 7.0 |  |  |  |  |  |  |  |  |
Interest expense | 147.3 |  |  | 179.3 |  |  | 187.1 |  |  |  |  |  |  |  |  |
Total interest expense on Senior Indebtedness | 189.3 |  |  | 193.3 |  |  | 203.2 |  |  |  |  |  |  |  |  |
Debt issuance cost amortization | 2.8 |  |  | 2.7 |  |  | 2.4 |  |  |  |  |  |  |  |  |
Debt discount amortization | — |  |  | — |  |  | 37.9 |  |  |  |  |  |  |  |  |
Coupon interest expense | 1.7 |  |  | 2.9 |  |  | 8.1 |  |  |  |  |  |  |  |  |
Total interest expense on Convertible Debt | 4.5 |  |  | 5.6 |  |  | 48.4 |  |  |  |  |  |  |  |  |
Other interest expense | 4.5 |  |  | 5.0 |  |  | 5.4 |  |  |  |  |  |  |  |  |
Total interest expense | $ | 198.3 |  |  | $ | 203.9 |  |  | $ | 257.0 |  |  |  |  |  |  |  |  |
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 |  |  |  |
February 2024(3) |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
0.972% 2024 Notes | $ | 1,400.0 |  |  | $ | 1,400.0 |  |  | $ | — |  |  | $ | — |  |  | $ | 1,400.0 |  |  | $ | — |  |  | $ | — |  |  |  | $ | — |
September 2023(4) |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
2.670% 2023 Notes | $ | 1,000.0 |  |  | $ | 1,000.0 |  |  | $ | — |  |  | $ | — |  |  | $ | 1,000.0 |  |  | $ | — |  |  | $ | — |  |  |  | $ | — |
August 2023(1) |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
2017 Senior Convertible Debt | $ | 18.2 |  |  | $ | 42.7 |  |  | $ | — |  |  | $ | — |  |  | $ | 42.7 |  |  | $ | — |  |  | $ | — |  |  |  | $ | 3.1 |
June 2023(5) |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
4.333% 2023 Notes | $ | 1,000.0 |  |  | $ | 1,000.0 |  |  | $ | — |  |  | $ | — |  |  | $ | 1,000.0 |  |  | $ | — |  |  | $ | — |  |  |  | $ | — |
May 2023(1) |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
2015 Senior Convertible Debt | $ | 5.6 |  |  | $ | 18.9 |  |  | $ | — |  |  | $ | — |  |  | $ | 18.9 |  |  | $ | — |  |  | $ | — |  |  |  | $ | 0.4 |
2017 Senior Convertible Debt | $ | 25.9 |  |  | $ | 56.3 |  |  | $ | — |  |  | $ | — |  |  | $ | 56.3 |  |  | $ | — |  |  | $ | — |  |  |  | $ | 6.6 |
2017 Junior Convertible Debt | $ | 6.5 |  |  | $ | 14.9 |  |  | $ | — |  |  | $ | — |  |  | $ | 14.9 |  |  | $ | — |  |  | $ | — |  |  |  | $ | 2.1 |
August 2022(6) |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
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(6) |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
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(6) |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
2017 Senior Convertible Debt | $ | 64.9 |  |  | $ | 64.9 |  |  | $ | 74.6 |  |  | $ | — |  |  | $ | 139.5 |  |  | $ | 60.0 |  |  | $ | 75.5 |  |  |  | $ | 11.8 |
December 2021 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
2015 Senior Convertible Debt(6) | $ | 36.6 |  |  | $ | 36.6 |  |  | $ | 103.9 |  |  | $ | — |  |  | $ | 140.5 |  |  | $ | 36.2 |  |  | $ | 104.2 |  |  |  | $ | 4.1 |
2017 Senior Convertible Debt(6) | $ | 39.7 |  |  | $ | 39.7 |  |  | $ | 61.4 |  |  | $ | — |  |  | $ | 101.1 |  |  | $ | 37.4 |  |  | $ | 63.0 |  |  |  | $ | 6.3 |
2017 Junior Convertible Debt(6) | $ | 19.9 |  |  | $ | 19.9 |  |  | $ | 31.6 |  |  | $ | — |  |  | $ | 51.5 |  |  | $ | 15.7 |  |  | $ | 35.9 |  |  |  | $ | 5.1 |
Revolving Credit Facility(7) | $ | — |  |  | $ | — |  |  | $ | — |  |  | $ | — |  |  | $ | — |  |  | $ | — |  |  | $ | — |  |  |  | $ | 0.6 |
August 2021(8) |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| 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 |  |  |  |
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(9) |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
3.922% 2021 Notes | $ | 1,000.0 |  |  | $ | 1,000.0 |  |  | $ | — |  |  | $ | — |  |  | $ | 1,000.0 |  |  | $ | — |  |  | $ | — |  |  |  | $ | 0.3 |
(1) The Company settled portions of its convertible debt in privately negotiated transactions that are accounted for as induced conversions. (2) Prior to the 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 proceeds from the issuance of Commercial Paper and borrowings under its Revolving Credit Facility to finance such settlement. (4) The Company used borrowings under its 2025 Term Loan Facility and its Revolving Credit Facility to finance the settlement. (5) The Company used borrowings under its Revolving Credit Facility to finance a portion of such settlement. (6) The Company used cash generated from operations to finance a portion of such settlement. (7) In connection with the amendment and restatement of its Credit Agreement, the Company recognized a loss on settlement of debt of $0.6 million. (8) The Company used borrowings under its Revolving Credit Facility to finance a portion of such settlement. (9) The Company used proceeds from the issuance of the 0.983% 2024 Notes to finance a portion of such settlement. In December 2020, 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 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, 2024, the Company was in compliance with these financial covenants. 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. The Company's intention is to reduce the amounts that would otherwise be available to borrow under the Company's Revolving Credit Facility by the outstanding amount of Commercial Paper. As of March 31, 2024, the Company had $1.36 billion of principal amount of Commercial Paper outstanding. The weighted-average interest rate of the Company's outstanding Commercial Paper was 5.58% as of March 31, 2024. 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 specific 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 of the notes of such series repurchased, plus accrued and unpaid interest, if any, but excluding, the repurchase date. Each indenture governing the applicable series of Senior Notes contain 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 obligation under the Credit Agreement, the 2025 Term Loan Facility and 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. 5.050% 2029 Notes In March 2024, the Company issued $1.00 billion aggregate principal amount of 5.050% 2029 Notes in a public offering. In connection with the issuance of the 5.050% 2029 Notes, the Company incurred issuance costs of $2.3 million and recorded a debt discount of $5.3 million which includes fees deducted from the proceeds, which will both be amortized using the effective interest method over the term of the debt. Prior to March 15, 2029 (Par Call Date) the Company may, at its option, redeem some or all of the 5.050% 2029 Notes prior to March 15, 2029 at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of: (i)(x) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the Notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate, as defined in the indenture governing the terms of the 5.050% 2029 Notes (the 5.050% 2029 Notes Indenture), plus 15 basis points less (y) interest accrued to the date of redemption, and (ii) 100% of the principal amount of the 5.050% 2029 Notes to be redeemed, plus, in either case, accrued and unpaid interest thereon to, but excluding, the redemption date. On or after the Par Call Date, the Company may redeem the 5.050% 2029 Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the 5.050% 2029 Notes being redeemed, plus any accrued and unpaid interest thereon to, but excluding, the redemption date. If the Company experiences a specific change of control triggering event, the Company must offer to repurchase the 5.050% 2029 Notes at a price equal to 101% of the principal amount of the Notes repurchased, plus any accrued and unpaid interest, to, but excluding, the repurchase date. The 5.050% 2029 Notes Indenture 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, 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. These covenants are subject to a number of limitations and exceptions set forth in the 5.050% 2029 Notes Indenture. The 5.050% 2029 Notes are guaranteed by certain of the Company's subsidiaries that have also guaranteed the obligation under the Credit Agreement, 2025 Term Loan Facility and under the Company's existing Senior Indebtedness.

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