XML 40 R23.htm IDEA: XBRL DOCUMENT v3.25.1
Stockholders' Equity
12 Months Ended
Mar. 31, 2025
Equity [Abstract]  
Stockholders' Equity Stockholders' Equity
Changes in Share Balances

The following table shows the changes in each class of shares (in millions):

Series A Preferred StockCommon StockTreasury Stock
Balance at March 31, 2022— 577.8 23.3 
Repurchase of common stock— — 12.9 
Common stock issued under employee equity incentive plans— 4.9 — 
Common stock withheld for tax withholdings on employee equity awards— (1.0)— 
Treasury stock used for new issuances— (3.9)(3.9)
Balance at March 31, 2023— 577.8 32.3 
Repurchase of common stock— — 11.9 
Common stock issued under employee equity incentive plans— 4.0 — 
Common stock withheld for tax withholdings on employee equity awards— (0.9)— 
Treasury stock used for new issuances— (3.1)(3.1)
Balance at March 31, 2024— 577.8 41.1 
Repurchase of common stock— — 1.0 
Issuance of Series A Preferred Stock1.5 — — 
Common stock issued under employee equity incentive plans— 3.6 — 
Common stock withheld for tax withholdings on employee equity awards— (0.8)— 
Treasury stock used for new issuances— (2.8)(2.8)
Shares issued to settle convertible debt— 0.2 — 
Balance at March 31, 20251.5 578.0 39.3 
Treasury Stock

In November 2021, the Company's Board of Directors approved a stock repurchase program to repurchase up to $4.00 billion of the Company's common stock in the open market or in privately negotiated transactions. There is no expiration date associated with the repurchase program. During the fiscal year ended March 31, 2025, the Company purchased approximately 1.0 million shares of its common stock for a total cost of $89.6 million, including the 1% excise tax on stock repurchases enacted by the Inflation Reduction Act of 2022 (Inflation Reduction Act), compared to approximately 11.9 million shares of its common stock repurchased for a total cost of $988.9 million in the fiscal year ended March 31, 2024, and 12.9 million shares of its common stock repurchased for a total of $945.8 million in the fiscal year ended March 31, 2023. As of March 31, 2025, approximately $1.56 billion remained available for repurchases under the program. Shares repurchased are recorded as treasury shares and are used to fund share issuance requirements under the Company's equity incentive plans. As of March 31, 2025, the Company had approximately 39.3 million treasury shares.

Series A Mandatory Convertible Preferred Stock

In March 2025, the Company issued 29.7 million Depositary Shares, representing approximately 1.5 million shares of its Series A Preferred Stock. The Series A Preferred Stock has a $1,000.00 per share liquidation preference and a $0.001 per share par value. As a result of the transaction, the Company received cash proceeds of $1.45 billion, net of underwriting fees and other issuance costs.

Dividends are cumulative at an annual rate of 7.50% on the liquidation preference of $1,000.00 per share of Series A Preferred Stock and may be paid in cash, shares of the Company's common stock or a combination of cash and shares of common stock. Dividends that are declared will be payable on the 15th of March, June, September and December to holders of record on the 1st of each month of the relevant dividend payment date. Dividends are recorded as a reduction to retained earnings and are reflected in accrued liabilities within the consolidated balance sheets until paid.

Unless earlier converted, each share of Series A Preferred Stock will automatically convert on March 15, 2028, into between 16.0060 shares and 19.6080 shares of the Company's common stock, depending on the applicable market value of the common stock and subject to certain anti-dilution adjustments described in the certificate of designations governing the Series A Preferred Stock (Certificate of Designations). The applicable market value of the Company's common stock will be determined based on the average volume-weighted average price per share of the common stock over the 20 consecutive trading day period beginning on, and including, the 21st scheduled trading day immediately prior to March 15, 2028.

If a fundamental change, as defined in the Certificate of Designations, occurs on or prior to March 15, 2028, then holders of the Series A Preferred Stock will be entitled to convert all or any portion of their shares into shares of the Company's common stock at the fundamental change conversion rate, as defined in the Certificate of Designations, for a specified period of time and also to receive an amount to compensate such holders for unpaid accumulated dividends and any remaining future scheduled dividend payments. Other than during a fundamental change conversion period, at any time prior to March 15, 2028, holders of Series A Preferred Stock may elect to convert all or any portion of their shares at a conversion rate of 16.0060 shares of common stock per share of Series A Preferred Stock, subject to certain anti-dilution and other adjustments as described in the Certificate of Designations.

In connection with the issuance of the 29.7 million Depositary Shares, representing approximately 1.5 million shares of its Series A Preferred Stock, the Company entered into capped call option transactions with several financial institutions at a cost of $55.1 million. Upon conversion of the Series A Preferred Stock, the Company may exercise the capped call options subject to a cap price of $71.40 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 Series A Preferred Stock and/or offset any cash payments the Company is required to make. 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.
Common Stock Dividends

In October 2002, the Company announced that its Board of Directors had approved and instituted a quarterly cash dividend on its common stock. The Company has continued to pay quarterly dividends and has increased the amount of such dividends on a regular basis. Cash dividends paid per share were $1.816, $1.682 and $1.263 during fiscal 2025, 2024 and 2023, respectively. Total dividend payments amounted to $975.7 million, $911.5 million and $695.3 million during fiscal 2025, 2024 and 2023, respectively.

Accumulated Other Comprehensive Loss

The following table presents the changes in the components of accumulated other comprehensive loss, net of tax (in millions):
Minimum Pension LiabilityForeign CurrencyTotal
Balance at March 31, 2024$11.6 $(15.1)$(3.5)
Net other comprehensive income1.8 — 1.8 
Balance at March 31, 2025$13.4 $(15.1)$(1.7)
Balance at March 31, 2023$11.0 $(15.1)$(4.1)
Net other comprehensive income0.6 — 0.6 
Balance at March 31, 2024$11.6 $(15.1)$(3.5)