FAIR VALUE MEASUREMENT OF ASSETS AND LIABILITIES

12 Months Ended

Mar. 31, 2023

FAIR VALUE MEASUREMENT OF ASSETS AND LIABILITIES

Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact, and it considers assumptions that market participants would use when pricing the asset or liability. The accounting guidance for fair value establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument's categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The fair value hierarchy is as follows:

Level 1 - Applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. There were no balances classified as level 1 in the fair value hierarchy as of March 31, 2023.

Level 2 - Applies to assets or liabilities for which there are inputs other than quoted prices included within level 1 that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets) such as cash and cash equivalents and money market funds; or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

The Company values foreign exchange forward contracts using level 2 observable inputs which primarily consist of an income approach based on the present value of the forward rate less the contract rate multiplied by the notional amount.

The Company's cash equivalents include bank time deposits and money market funds, which are valued using level 2 inputs, such as interest rates and maturity periods. Due to their short-term nature, their carrying amount approximates fair value.

The Company has deferred compensation plans for its officers and certain other employees. Amounts deferred under the plans are invested in hypothetical investments selected by the participant or the participant's investment manager. The Company's deferred compensation plan assets are included in other assets on the consolidated balance sheets and include money market funds, mutual funds, corporate and government bonds and certain convertible securities that are valued using prices obtained from various pricing sources. These sources price these investments using certain market indices and the performance of these investments in relation to these indices. As a result, the Company has classified these investments as level 2 in the fair value hierarchy.

Level 3 - Applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

There were no transfers between levels in the fair value hierarchy during fiscal years 2023 and 2022.

Financial Instruments Measured at Fair Value on a Recurring Basis

The following table presents the Company's assets and liabilities measured at fair value on a recurring basis as of March 31, 2023 and 2022:


	Fair Value Measurements as of March 31, 2023
	Level 1		Level 2		Level 3		Total
	(In millions)
Assets:
Money market funds and time deposits (Note 2)	$	—	$	2,324	$	—	$	2,324
Foreign currency contracts (Note 10)	—		72		—		72
Deferred compensation plan assets:
Mutual funds, money market accounts and equity securities	—		37		—		37
Liabilities:
Foreign currency contracts (Note 10)	$	—	$	(129)	$	—	$	(129)


	Fair Value Measurements as of March 31, 2022
	Level 1		Level 2		Level 3		Total
	(In millions)
Assets:
Money market funds and time deposits (Note 2)	$	—	$	2,285	$	—	$	2,285
Foreign currency contracts (Note 10)	—		43		—		43
Deferred compensation plan assets:
Mutual funds, money market accounts and equity securities	—		39		—		39
Liabilities:
Foreign currency contracts (Note 10)	$	—	$	(122)	$	—	$	(122)

Other financial instruments

The following table presents the Company's major debts not carried at fair value as of March 31, 2023 and 2022:


	As of March 31, 2023				As of March 31, 2022
	Carrying Amount		Fair Value		Carrying Amount		Fair Value		Fair Value Hierarchy
	(In millions)				(In millions)

5.000% Notes due February 2023	$	—	$	—	$	500	$	511	Level 1
JPY Term Loan due April 2024 - three-month TIBOR plus 0.430%	253		253		273		273		Level 2
4.750% Notes due June 2025	599		590		598		615		Level 1
3.750% Notes due February 2026	686		657		690		690		Level 1
6.000% Notes due January 2028	396		399		—		—		Level 1
4.875% Notes due June 2029	658		631		659		687		Level 1
4.875% Notes due May 2030	685		661		690		713		Level 1
Euro Term Loans	—		—		389		389		Level 2
Delayed Draw Term Loan	150		150		—		—		Level 2
Nextracker Term Loan	150		150		—		—		Level 2
3.600% HUF Bonds due December 2031	284		196		301		301		Level 2
India Facilities	—		—		84		84		Level 2

The Notes due June 2025, February 2026, January 2028, June 2029 and May 2030 are valued based on broker trading prices in active markets. HUF Bonds are valued based on the broker trading prices in an inactive market.

The JPY Term Loan due April 2024, Delayed Draw Term Loan, and Nextracker Term Loan bear interest at floating interest rates, and therefore, as of March 31, 2023, the carrying amounts approximate fair values.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

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