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v3.24.3

Debt | 6 Months Ended
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Sep. 30, 2024
Debt Disclosure [Abstract] |
Debt | Debt Debt obligations included in the condensed consolidated balance sheets consisted of the following (in millions)(1):
| Coupon Interest Rate |  | Effective Interest Rate |  |  |  |  |
|  |  | September 30, |  | March 31,
|  |  | 2024 |  | 2024
2025 Term Loan Facility |  |  |  |  |  | $ | 750.0 |  |  | $ | 750.0 |
Commercial Paper |  |  |  |  |  | 1,544.0 |  |  | 1,359.0 |
0.983% 2024 Notes | 0.983% |  | 1.1% |  |  | — |  |  | 1,000.0 |
4.250% 2025 Notes | 4.250% |  | 4.6% |  |  | 1,200.0 |  |  | 1,200.0 |
5.050% 2029 Notes | 5.050% |  | 5.2% |  |  | 1,000.0 |  |  | 1,000.0 |
Total Senior Indebtedness |  |  |  |  |  | 4,494.0 |  |  | 5,309.0 |
Senior Subordinated Convertible Debt - Principal Outstanding |  |  |
2015 Senior Convertible Debt | 1.625% |  | 1.8% |  |  | 6.7 |  |  | 6.7 |
2017 Senior Convertible Debt | 1.625% |  | 1.8% |  |  | 38.0 |  |  | 38.0 |
2020 Senior Convertible Debt | 0.125% |  | 0.5% |  |  | 665.5 |  |  | 665.5 |
2024 Senior Convertible Debt | 0.750% |  | 1.0% |  |  | 1,250.0 |  |  | — |
Total Convertible Debt |  |  |  |  |  | 1,960.2 |  |  | 710.2 |
Gross long-term debt including current maturities |  |  |  |  |  | 6,454.2 |  |  | 6,019.2 |
Less: Debt discount(2) |  |  |  |  |  | (12.7) |  |  | (13.9) |
Less: Debt issuance costs(3) |  |  |  |  |  | (18.6) |  |  | (5.5) |
Net long-term debt including current maturities |  |  |  |  |  | 6,422.9 |  |  | 5,999.8 |
Less: Current maturities(4) |  |  |  |  |  | (1,946.3) |  |  | (999.4) |
Net long-term debt |  |  |  |  |  | $ | 4,476.6 |  |  | $ | 5,000.4 |
(1) The Company had no outstanding borrowings under the Revolving Credit Facility at September 30, 2024 and at March 31, 2024. (2) The unamortized discount consists of the following (in millions):
|  |  |  |  | September 30, |  | March 31,
|  |  |  |  | 2024 |  | 2024
Commercial Paper |  |  |  |  | $ | (5.0) |  |  | $ | (3.9) |
0.983% 2024 Notes |  |  |  |  | — |  |  | (0.4) |
4.250% 2025 Notes |  |  |  |  | (2.9) |  |  | (4.4) |
5.050% 2029 Notes |  |  |  |  | (4.8) |  |  | (5.2) |
Total unamortized discount |  |  |  |  | $ | (12.7) |  |  | $ | (13.9) |
(3) Debt issuance costs consist of the following (in millions):
| September 30, |  | March 31, |  |  |  |
| 2024 |  | 2024 |  |  |  |
2025 Term Loan Facility | $ | (0.4) |  |  | $ | (0.7) |  |  |  |  |
0.983% 2024 Notes | — |  |  | (0.2) |  |  |  |  |
4.250% 2025 Notes | (0.4) |  |  | (0.6) |  |  |  |  |
5.050% 2029 Notes | (2.0) |  |  | (2.2) |  |  |  |  |
2017 Senior Convertible Debt | (0.1) |  |  | (0.1) |  |  |  |  |
2020 Senior Convertible Debt | (0.3) |  |  | (1.7) |  |  |  |  |
2024 Senior Convertible Debt | (15.4) |  |  | — |  |  |  |  |
Total debt issuance costs | $ | (18.6) |  |  | $ | (5.5) |  |  |  |  |
(4) As of September 30, 2024, current maturities consisted of the 2025 Term Loan Facility which matures on August 31, 2025 and the 4.250% 2025 Notes which matures on September 1, 2025. As of September 30, 2024, the outstanding Commercial Paper which matures within the three months ending December 31, 2024, and the 2020 Senior Convertible Debt which matures on November 15, 2024, and became 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 September 30, 2024, the 2015 Senior Convertible Debt which matures on February 15, 2025, and the 2017 Senior Convertible Debt which matures on February 15, 2027, 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, 2024, current maturities consisted of the 0.983% 2024 Notes. As of March 31, 2024, the outstanding Commercial Paper which matured within the three months ended June 30, 2024 and the 2020 Senior Convertible Debt 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, 2024, the 2015 Senior Convertible Debt and the 2017 Senior Convertible Debt were convertible and 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 September 30, 2024, are as follows (in millions):
Fiscal year ending March 31, |  | Amount
2025 |  | $ | 2,216.2 |
2026 |  | 1,950.0 |
2027 |  | 38.0 |
2028 |  | — |
2029 |  | 1,000.0 |
Thereafter |  | 1,250.0 |
Total |  | $ | 6,454.2 |
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 and the 2024 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 September 30, 2024
| Conversion Rate |  | Approximate Conversion Price |  | Incremental Share Factor |  | Maximum Conversion Rate
2015 Senior Convertible Debt(1) | 35.0888 |  |  | $ | 28.50 |  |  | 17.5462 |  |  | 49.1234 |
2017 Senior Convertible Debt(1) | 22.5005 |  |  | $ | 44.44 |  |  | 11.2511 |  |  | 32.0632 |
2020 Senior Convertible Debt(1) | 10.9974 |  |  | $ | 90.93 |  |  | — |  |  | 15.3964 |
2024 Senior Convertible Debt(1) | 8.2078 |  |  | $ | 121.84 |  |  | — |  |  | 10.4649 |
(1) As of September 30, 2024, the 2024 Senior Convertible Debt was not convertible. The 2020 Senior Convertible Debt became convertible on August 15, 2024. As of September 30, 2024, 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, 2024 and December 31, 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 September 30, 2024. With the exception of the 2020 Senior Convertible Debt, which became redeemable by the Company after November 20, 2022, and the 2024 Senior Convertible Debt, which may be redeemed by the Company on or after June 5, 2027, 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,
|  |  |  |  |  |  | 2024 |  | 2023 |  | 2024 |  | 2023
Debt issuance cost amortization |  |  |  |  |  |  | $ | 0.9 |  |  | $ | 1.1 |  |  | $ | 1.8 |  |  | $ | 2.6 |
Debt discount amortization |  |  |  |  |  |  | 11.5 |  |  | 3.1 |  |  | 28.1 |  |  | 4.8 |
Interest expense |  |  |  |  |  |  | 40.4 |  |  | 40.4 |  |  | 81.7 |  |  | 81.9 |
Total interest expense on Senior Indebtedness |  |  |  |  |  |  | 52.8 |  |  | 44.6 |  |  | 111.6 |  |  | 89.3 |
Debt issuance cost amortization |  |  |  |  |  |  | 1.4 |  |  | 0.7 |  |  | 2.5 |  |  | 1.4 |
Coupon interest expense |  |  |  |  |  |  | 2.7 |  |  | 0.4 |  |  | 3.8 |  |  | 0.9 |
Total interest expense on Convertible Debt |  |  |  |  |  |  | 4.1 |  |  | 1.1 |  |  | 6.3 |  |  | 2.3 |
Other interest expense |  |  |  |  |  |  | 2.2 |  |  | 1.1 |  |  | 3.0 |  |  | 2.4 |
Total interest expense |  |  |  |  |  |  | $ | 59.1 |  |  | $ | 46.8 |  |  | $ | 120.9 |  |  | $ | 94.0 |
The Company's debt settlement transactions consist of the following (in millions):
| Principal Amount Settled |  | Total Cash Consideration |  |  |  |  |  |  |  |  |  |  |  |  | Net Loss on Inducements and Settlements
September 2024(1) |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
0.983% 2024 Notes | $ | 1,000.0 |  |  | $ | 1,000.0 |  |  |  |  |  |  |  |  |  |  |  |  |  | $ | — |
(1) The Company used proceeds from the issuance of Commercial Paper to finance such settlement. Convertible Debt In May 2024, the Company issued $1.25 billion aggregate principal amount of 2024 Senior Convertible Debt and incurred issuance costs of $16.5 million. Interest on the 2024 Senior Convertible Debt is payable semi-annually in arrears on June 1 and December 1. The 2024 Senior Convertible Debt will mature on June 1, 2030 unless redeemed, repurchased or converted. In connection with the issuance of the 2024 Senior Convertible Debt, the Company entered into capped call option transactions with several financial institutions at a cost of $105.0 million. The capped call options cover, subject to anti-dilution adjustments, the number of shares of the Company's common stock initially underlying the 2024 Senior Convertible Debt. Upon conversion of the 2024 Senior Convertible Debt, the Company may exercise the capped call options subject to a cap price of $167.23 per share, subject to certain adjustments under the terms of the capped call options, which are generally expected to reduce the potential dilution to the Company's common stock upon conversion of the 2024 Senior Convertible Debt and/or offset any cash payments the Company is required to make in excess of the principal amount of converted 2024 Senior Convertible Debt. Upon conversion of the 2024 Senior Convertible Debt, there will be no economic dilution from the 2024 Senior Convertible Debt until the average market price of the Company's common stock exceeds the cap price of $167.23 per share as the exercise of the capped call options will offset any dilution from the 2024 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. 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 September 30, 2024, the Company had $1.54 billion of principal amount of Commercial Paper outstanding. The weighted-average interest rate of the Company's outstanding Commercial Paper was 5.32% as of September 30, 2024.

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- Definition The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1B -Subparagraph (h) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 235 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(c)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1 Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 470 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//470/tableOfContent Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1B -Publisher FASB -URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1B -Subparagraph (g) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1B -Subparagraph (i) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1C -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1C -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1C -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1E -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481139/470-20-50-1E Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1I -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1I -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I Reference 13: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1I -Subparagraph (d) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I + Details
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