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BANK BORROWINGS AND LONG-TERM DEBT
9 Months Ended
Dec. 31, 2022
Debt Disclosure [Abstract]  
BANK BORROWINGS AND LONG-TERM DEBT BANK BORROWINGS AND LONG-TERM DEBT
Bank borrowings and long-term debt as of December 31, 2022 and March 31, 2022 are as follows:
 As of December 31, 2022As of March 31, 2022
(In millions)
5.000% Notes due February 2023
$— $500 
Term Loan due April 2024 - three-month TIBOR plus 0.436%
250 273 
4.750% Notes due June 2025
599 598 
3.750% Notes due February 2026
687 690 
6.000% Notes due January 2028
396 — 
4.875% Notes due June 2029
658 659 
4.875% Notes due May 2030
687 690 
Euro Term Loans265 389 
Delayed Draw Term Loan150 — 
3.600% HUF Bonds due December 2031
264 301 
India Facilities 79 84 
Other— 31 
Debt issuance costs(19)(18)
4,016 4,197 
Current portion, net of debt issuance costs(494)(949)
Non-current portion$3,522 $3,248 
The weighted-average interest rate for the Company's long-term debt was 4.5% and 4.0% as of December 31, 2022 and March 31, 2022, respectively.
Scheduled repayments of the Company's bank borrowings and long-term debt as of December 31, 2022 are as follows:
Fiscal Year Ending March 31,Amount
(In millions)
2023 (1)$26 
2024468 
2025250 
20261,286 
2027— 
Thereafter2,005 
Total$4,035 
(1)Represents estimated repayments for the remaining fiscal three-month period ending March 31, 2023.
Notes due January 2028
In December 2022, the Company issued $400 million of 6.000% Notes due 2028 (the “Notes”). The Company received proceeds of approximately $396 million, net of discount, from the issuance which were used, together with cash on hand, for general corporate purposes, which includes redeeming its 2023 notes on December 20, 2022 and for working capital requirements. The Company incurred and capitalized as a direct reduction to the carrying amount of the Notes presented on the balance sheet of approximately $4 million of costs in conjunction with the issuance of the Notes.
Interest on the Notes is payable on January 15 and July 15 of each year, beginning on July 15, 2023. The Notes are senior unsecured obligations of the Company and rank equally with all of the Company's other existing and future senior and unsecured debt obligations.
The indenture governing the Notes contains covenants that, among other things, restrict the ability of the Company and certain of the Company's subsidiaries to create liens; enter into sale-leaseback transactions; and consolidate or merge with, or convey, transfer or lease all or substantially all of the Company's assets to, another person, or permit any other person to consolidate, merge, combine or amalgamate with or into the Company. These covenants are subject to a number of significant
limitations and exceptions set forth in the indenture. The indenture also provides for customary events of default, including, but not limited to, cross defaults to certain specified other debt of the Company and its subsidiaries.
In the case of an event of default arising from specified events of bankruptcy or insolvency, all outstanding Notes will become due and payable immediately without further action or notice. If any other event of default under the indenture occurs or is continuing, the trustee or holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare the entire principle of Notes, together with all accrued and unpaid interest, if any, to be due and payable immediately, but upon certain conditions such declaration and its consequences may be rescinded and annulled by the holders of a majority in principal amount of the Notes. As of December 31, 2022, the Company was in compliance with the covenants in the indenture governing the Notes.
Euro Term Loan due December 2023
In December 2022, the Company borrowed €250 million (approximately $265 million as of December 31, 2022), under a 1-year term-loan agreement. The proceeds of the term loan were used to repay outstanding debt of a €250 million Euro term loan due on December 9, 2022. Borrowings under this term loan bear interest at Euro Interbank Offered Rate (EURIBOR) rate plus 0.7% per annum, which is payable in full on the last day of each 3-month interest period. The term loan is repayable upon maturity, and the borrowings have been included as bank borrowings and current portion of long-term debt under the condensed consolidated balance sheet.
The 2027 Credit Facility
In July 2022, the Company entered into a new $2.5 billion credit agreement which matures in July 2027 (the "2027 Credit Facility") and consists of a $2.5 billion revolving credit facility with a sub-limit of $360 million available for swing line loans, and a sub-limit of $175 million available for the issuance of letters of credit. The 2027 Credit Facility replaced the previous $2.0 billion revolving credit facility, which was due to mature in January 2026.
Borrowings under the 2027 Credit Facility bear interest, at the Company’s option, either at (i) the Base Rate, which is defined as the greatest of (a) the Administrative Agent’s prime rate, (b) the federal funds effective rate, plus 0.50% and (c) the Term Secured Overnight Financing Rate (Term SOFR) rate plus 1.0%; plus, in the case of each of clauses (a) through (c), an applicable margin ranging from 0.125% to 0.750% per annum, based on the Company’s credit ratings or (ii) Term SOFR (or (x) the “Alternative Currency Term Rate”, which is defined as, depending on the applicable currency at issue, either the Euro Interbank Offered Rate, Tokyo Interbank Offer Rate, or such other term rate per annum as designated with respect to such alternative currency or (y) the “Alternative Currency Daily Rate”, which is defined as, in the case of Sterling, the rate per annum equal to Sterling Overnight Index Average, and for any other alternative currency, such other term rate per annum as designated with respect to such alternative currency) plus the applicable margin for Term SOFR rate (or the Alternative Currency Term Rate) loans ranging between 1.125% and 1.750% per annum, based on the Company’s credit ratings, plus an adjustment for Term SOFR loans of 0.10% per annum and an adjustment for Sterling Overnight Index Average loans of 0.0326% per annum. Interest on the outstanding borrowings is payable, (i) in the case of borrowings at the Base Rate, on the last business day of March, June, September and December of each calendar year and the maturity date, (ii) in the case of borrowings at the Term SOFR rate (or the Alternative Currency Term Rate), on the last day of the applicable interest period selected by the Company, which date shall be no later than the last day of every third month and the maturity date and (iii) in the case of borrowings at the Alternative Currency Daily Rate, on the last day of each calendar month and the maturity date. The Company is required to pay a quarterly commitment fee on the unutilized portion of the revolving credit commitments under the 2027 Credit Facility ranging from 0.125% to 0.275% per annum, based on the Company’s credit ratings. The Company is also required to pay letter of credit usage fees ranging from 1.125% to 1.750% per annum (based on the Company’s credit ratings) on the amount of the daily average outstanding letters of credit and a fronting fee of 0.125% per annum on the undrawn and unexpired amount of each letter of credit.
Under the 2027 Credit Facility, the interest rate margins, commitment fee and letter of credit usage fee are subject to upward or downward adjustments if the Company achieves, or fails to achieve, certain specified sustainability targets with respect to workplace safety and greenhouse gas emissions. Such upward or downward sustainability adjustments may be up to 0.05% per annum in the case of the interest rate margins and letter of credit usage fee and up to 0.01% per annum in the case of the commitment fee.
Delayed Draw Term Loan
In September 2022, the Company entered into a $450 million delayed draw term loan agreement. Borrowings under the delayed draw term loan may be used for working capital, capital expenditures, refinancing of current debt, and other general corporate purposes. All borrowings under the delayed draw term loan will become due on the date that is 364 days after the initial borrowing. Interest is based on either (a) a Term SOFR-based formula plus a margin of 100.0 basis points to 162.5 basis points, depending on the Company’s credit ratings, or (b) a Base Rate formula plus a margin of 0.0 basis point to 62.5 basis
points, depending on the Company's credit ratings. On November 30, 2022, the Company borrowed $450 million under the delayed draw term loan. Of this amount, $300 million was repaid in December 2022. As of December 31, 2022, the Company had $150 million in borrowings outstanding under the delayed draw term loan agreement, which amount is due on November 29, 2023.
The Euro term loan, the 2027 Credit Facility, and delayed draw term loan are unsecured, and contain customary restrictions on the ability of the Company and its subsidiaries to (i) incur liens, (ii) dispose of assets and (iii) make certain acquisitions of other entities. The Euro term loan also contains a restriction on the ability of the Company and its subsidiaries to change its line of business. The 2027 Credit Facility and delayed draw term loan also contain a restriction on the ability of the Company and its subsidiaries to engage in transaction with affiliates. These covenants are subject to a number of significant exceptions and limitations. The Euro term loan, the 2027 Credit Facility, and delayed draw term loan agreement also require that the Company maintain a maximum ratio of total indebtedness to EBITDA (earnings before interest expense, taxes, depreciation and amortization), and a minimum interest coverage ratio. As of December 31, 2022, the Company was in compliance with the covenants under the Euro term loan, the 2027 Credit Facility, and delayed draw term loan agreement.