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Debt
 12 Months Ended
Mar. 31, 2021
Debt Disclosure [Abstract]  
Debt Debt
Debt obligations included in the consolidated balance sheets consisted of the following (in millions):
Coupon Interest RateEffective Interest Rate
Fair Value of Liability Component at Issuance (1)
March 31,
20212020
Senior Secured Indebtedness
Revolving Credit Facility$2,346.6 $2,388.5 
Term Loan Facility— 1,723.5 
Bridge Loan Facility— 615.0 
3.922% 2021 Notes3.922%4.5%1,000.0 1,000.0 
4.333% 2023 Notes4.333%4.7%1,000.0 1,000.0 
2.670% 2023 Notes2.670%2.8%1,000.0 — 
0.972% 2024 Notes0.972%1.1%1,400.0 — 
Senior Unsecured Indebtedness
4.250% 2025 Notes4.250%4.6%1,200.0 — 
Total Senior Indebtedness7,946.6 6,727.0 
Senior Subordinated Convertible Debt - Principal Outstanding
2015 Senior Convertible Debt1.625%5.9%$120.9 141.4 1,110.0 
2017 Senior Convertible Debt1.625%6.0%$260.9 333.3 2,070.0 
2020 Senior Convertible Debt0.125%5.1%$555.5 665.5 — 
Junior Subordinated Convertible Debt - Principal Outstanding
2017 Junior Convertible Debt2.250%7.4%$64.0 122.6 686.3 
Total Convertible Debt1,262.8 3,866.3 
Gross long-term debt including current maturities9,209.4 10,593.3 
Less: Debt discount (2)
(273.0)(1,043.2)
Less: Debt issuance costs (3)
(32.3)(67.9)
Net long-term debt including current maturities8,904.1 9,482.2 
Less: Current maturities (4)
(1,322.9)(608.8)
Net long-term debt$7,581.2 $8,873.4 

(1) As each of the convertible debt instruments may be settled in cash upon conversion, for accounting purposes, they were bifurcated into a liability component and an equity component.  The amount allocated to the equity component is the difference between the principal value of the instrument and the fair value of the liability component at issuance.  The resulting debt discount is being amortized to interest expense at the respective effective interest rate over the contractual term of the debt.
(2) The unamortized discount consists of the following (in millions):
March 31,
20212020
Bridge Loan Facility$— $(3.1)
3.922% 2021 Notes(0.3)(2.1)
4.333% 2023 Notes(2.4)(3.5)
2.670% 2023 Notes(2.3)— 
0.972% 2024 Notes(3.8)— 
4.250% 2025 Notes(12.8)— 
2015 Senior Convertible Debt(20.1)(192.9)
2017 Senior Convertible Debt(71.3)(504.2)
2020 Senior Convertible Debt(101.6)— 
2017 Junior Convertible Debt(58.4)(337.4)
Total unamortized discount$(273.0)$(1,043.2)

(3) Debt issuance costs consist of the following (in millions):
March 31,
20212020
Revolving Credit Facility$(10.0)$(14.6)
Term Loan Facility— (14.6)
Bridge Loan Facility— (3.1)
3.922% 2021 Notes(0.7)(4.8)
4.333% 2023 Notes(5.3)(7.7)
2.670% 2023 Notes(1.3)— 
0.972% 2024 Notes(2.0)— 
4.250% 2025 Notes(1.7)— 
2015 Senior Convertible Debt(0.7)(7.0)
2017 Senior Convertible Debt(1.8)(13.0)
2020 Senior Convertible Debt(8.3)— 
2017 Junior Convertible Debt(0.5)(3.1)
Total debt issuance costs$(32.3)$(67.9)

(4) As of March 31, 2021, current maturities consist of the liability component of the 2017 Senior Convertible Debt and the 2017 Junior Convertible Debt, and the 3.922% 2021 Notes which are due June 1, 2021. As of March 31, 2020, current maturities included the Bridge Loan Facility.

Expected maturities relating to the Company’s debt obligations as of March 31, 2021 are as follows (in millions):
Fiscal year ending March 31,Expected Maturities
2022$1,000.0 
2023— 
20245,746.6 
2025806.9 
20261,200.0 
Thereafter455.9 
Total$9,209.4 

Ranking of Convertible Debt - The Convertible Debt are unsecured obligations which are 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 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 or (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, 2021
Conversion RateApproximate Conversion PriceIncremental Share FactorMaximum Conversion Rate
2015 Senior Convertible Debt (1)
16.5197 $60.53 8.2599 23.1276 
2017 Senior Convertible Debt (1)
10.5934 $94.40 5.2967 15.0957 
2020 Senior Convertible Debt (1)
5.3521 $186.84 — 7.4929 
2017 Junior Convertible Debt (1)
10.7826 $92.74 5.3914 15.0957 

(1) As of March 31, 2021, the 2020 Senior Convertible Debt was not convertible. As of March 31, 2021, 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, 2021 and June 30, 2021 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, 2021. As of March 31, 2021, the adjusted conversion rate for the 2015 Senior Convertible Debt, 2017 Senior Convertible Debt, and 2017 Junior Convertible Debt would be increased to 21.5583 shares of common stock, 12.6689 shares of common stock, and 12.9527 shares of common stock, respectively, per $1,000 principal amount of notes based on the closing price of $155.22 per share of common stock to include an additional maximum incremental share rate per the terms of the applicable indenture. As of March 31, 2021, 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 $331.9 million, $322.2 million, and $123.9 million, respectively.

With the exception of the 2020 Senior Convertible Debt, which may be redeemed by the Company on or 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 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,
202120202019
Debt issuance cost amortization$14.7 $13.2 $12.9 
Debt discount amortization6.6 2.9 2.2 
Interest expense227.4 277.6 291.8 
Total interest expense on Senior Indebtedness248.7 293.7 306.9 
Debt issuance cost amortization2.4 3.9 3.6 
Debt discount amortization64.5 118.8 112.4 
Coupon interest expense37.6 77.2 77.1 
Total interest expense on Convertible Debt104.5 199.9 193.1 
Other interest expense3.7 3.7 2.9 
Total interest expense $356.9 $497.3 $502.9 

The remaining period over which the unamortized debt discount will be recognized as non-cash interest expense is 3.9 years, 5.9 years, 3.6 years, and 15.9 years for the 2015 Senior Convertible Debt, 2017 Senior Convertible Debt, 2020 Senior Convertible Debt, and 2017 Junior Convertible Debt, respectively.  





The Company's settlement transactions consists of the following (in millions)(1):
Principal Amount SettledConsideration
Fair Value Settled(2)
Equity Component(2)
Net Loss on Inducements and Settlements
Cash PaidValue of Shares IssuedDebt IssuedTotal
February 2021(3)
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 
2017 Junior Convertible Debt$156.0 $156.0 $217.9 $— $373.9 $129.8 $243.9 $49.4 
December 2020(4)
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(6)
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 
March 2020(7)
2015 Senior Convertible Debt$615.0 $615.0 $351.8 $— $966.8 $460.4 $461.1 $3.4 
(1) The Company settled portions of its convertible debt in privately negotiated transactions that are accounted for as induced conversions.
(2) 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 borrowings under its Revolving Credit Facility to finance a portion of such settlement.
(4) 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.
(5) The Company used borrowings under its Revolving Credit Facility to finance a portion of such settlement.
(6) 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.
(7) The Company entered into a Bridge Loan Facility (which has since been repaid in full), for an aggregate principal amount of $615.0 million to finance a portion of such settlement.

In December 2020, in connection with the issuance of the 2020 Senior Convertible Debt, the Company incurred issuance costs of $10.8 million, of which $9.0 million was recorded as debt issuance costs and will be amortized using the effective interest method over the term of the debt. The remainder of $1.8 million in fees was recorded to equity. The debt discount on the 2020 Senior Convertible Debt was the difference between the par value and the fair value of the debt resulting in a debt discount of $110.0 million which will be amortized to interest expense using the effective interest method over the term of the debt. 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 $233.58 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 $233.58 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 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 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 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 3.922% 2021 Notes mature on June 1, 2021 and interest accrues at a rate of 3.922% per annum, payable semi-annually in arrears on June 1 and December 1 of each year. 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 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.

The indenture governing each 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, sell or otherwise dispose of any assets constituting collateral securing the Senior Notes, 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.

The 0.972% 2024 Notes, the 2.670% 2023 Notes, the 3.922% 2021 Notes, and the 4.333% 2023 Notes and each of the associated guarantees are secured, on a pari passu first lien basis with the Credit Agreement, by substantially all of the tangible and intangible assets (other than certain excluded assets) of the Company and the guarantors that secure obligations under the
Credit Agreement, in each case subject to certain thresholds, exceptions and permitted liens, as set forth in the respective security agreement, by and among the Company, the subsidiary guarantors party thereto and the collateral agent.

Senior Credit Facilities

In March 2020 and September 2019, the Company amended the Company's Credit Agreement to, among other things, provide the ability to factor receivables and, subject to the satisfaction of specified conditions, to permit the incurrence of secured debt. In addition, the amendments reduce the margin added to the interest rate on revolving loans under the Credit Agreement to 0.0% to 0.75% for base rate loans and 1.0% to 1.75% for the LIBOR rate loans, in each case determined based on the Company's senior leverage ratio. The amendments reduced the commitments for the Revolving Credit Facility thereunder to $3.57 billion from $3.60 billion.

The Company's obligations under the Credit Agreement are guaranteed by certain of its subsidiaries meeting materiality thresholds set forth in the Credit Agreement. To secure the Company's obligations under the Credit Agreement and the subsidiary guarantors’ obligations under the guarantees, the Company and each of the subsidiary guarantors have granted a security interest in substantially all of their assets subject to certain exceptions and limitations.

In May 2018, the Company borrowed $3.00 billion aggregate principal amount of loans under the Term Loan Facility. As of March 31, 2021, the Company has repaid all amounts outstanding under its Term Loan Facility.
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 assets, make investments, make acquisitions, enter into certain transactions with affiliates, pay dividends or make distributions, repurchase stock, enter into restrictive agreements and enter into sale and leaseback transactions, 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 senior leverage ratio, a total leverage ratio and an interest coverage ratio, all measured quarterly and calculated on a consolidated basis. As of March 31, 2021, the Company was in compliance with these financial covenants.