Stockholders’ Equity

The Company’s authorized share capital is 300,000,000 shares of common stock and 100,000,000 shares of preferred stock, of which 25,000,000 is designated Series A, 25,000,000 is designated as Series A-1 and 50,000,000 is undesignated. As of December 31, 2017 and 2016, the Company had no preferred stock issued and outstanding.

Common Stock

In August 2017, the Company entered into an equity distribution agreement with RBC Capital Market, LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc. and J.P. Morgan Securities LLC, establishing an "at the market" equity offering program, under which the Company may offer and sell from time to time up to an aggregate of $750.0 million of its common stock in "at the market" transactions (the "ATM Program"). For the year ended December 31, 2017, the Company sold 763,201 shares under the ATM Program, for approximately $355.1 million, net of payment of commissions to the sales agents and estimated equity offering costs.

In March 2017, the Company issued and sold 6,069,444 shares of its common stock in a public offering pursuant to a registration statement and a related prospectus and prospectus supplement, in each case filed with the Securities and Exchange Commission ("SEC"). The shares issued and sold included the full exercise of the underwriters' option to purchase 791,666 additional shares. The Company received net proceeds of approximately $2,126.3 million, after deducting underwriting discounts and commissions and offering expenses of $58.7 million.

In April and June 2016, upon the maturity of the Company's 4.75% Convertible Subordinated Notes, holders of the Company's 4.75% Convertible Subordinated Notes converted $150.1 million principal amount of the notes into 1,981,662 shares of the Company's common stock. In June 2016, the Company also settled the capped call transaction and received 380,779 shares of common stock, which were placed in treasury and resulted in a credit of $141.7 million to additional paid in capital at the market price of $372.10 on June 15, 2016. See convertible debt in Note 10 for additional information.

In December 2015, certain holders of the Company's 4.75% Convertible Subordinated Notes elected to convert a portion of the notes into 101,947 shares of the Company's common stock. See convertible debt in Note 10 for additional information.

In November 2015, the Company issued and sold 2,994,792 shares of its common stock in a public offering pursuant to a registration statement and a related prospectus and prospectus supplement, in each case filed with the SEC. The shares issued and sold included the full exercise of the underwriters’ option to purchase 390,625 additional shares. The Company received net proceeds of approximately $829.5 million, after deducting underwriting discounts and commissions of $32.3 million and offering expenses of $0.7 million.

As of December 31, 2017, the Company had reserved the following shares of authorized but unissued shares of common stock for future issuances:



Common stock options and restricted stock units	4,499,389
Common stock employee purchase plans	3,265,791
Total	7,765,180

Accumulated Other Comprehensive Loss

The components of the Company’s accumulated other comprehensive loss (OCI) consisted of the following as of December 31, 2017, 2016 and 2015 (in thousands):



	December 31, 2014			Net Change			December 31, 2015			Net Change			December 31, 2016			Net Change			December 31, 2017
Foreign currency translation adjustment ("CTA") loss	$	(336,946	)	$	(186,763	)	$	(523,709	)	$	(507,420	)	$	(1,031,129	)	$	454,269		$	(576,860	)
Unrealized gain (loss) on cash flow hedges⁽¹⁾	6,603			4,550			11,153			19,551			30,704			(54,895		)	(24,191		)
Net investment hedge CTA gain (loss)⁽¹⁾	—			4,484			4,484			45,505			49,989			(235,292		)	(185,303		)
Unrealized gain (loss) on available for sale securities⁽²⁾	(99		)	(40		)	(139		)	2,249			2,110			14			2,124
Net actuarial loss on defined benefit plans⁽³⁾	(2,001		)	1,153			(848		)	32			(816		)	(143		)	(959		)
	$	(332,443	)	$	(176,616	)	$	(509,059	)	$	(440,083	)	$	(949,142	)	$	163,953		$	(785,189	)

__________________________


(1)	Refer to Note 7 for a discussion of the amounts reclassified from accumulated other comprehensive loss to net income (loss).


(2)	The realized gains and losses reclassified from accumulated other comprehensive loss to net income (loss) as a result of sale of available for sale securities were not significant for the years ended December 31, 2017, 2016 and 2015.

(3)

The Company has a defined benefit pension plan covering all employees in one country where such plans are mandated by law. The Company does not have any defined benefit plans in any other countries. The unamortized gain (loss) on defined benefit plans includes gains or losses resulting from a change in the value of either the projected benefit obligation or the plan assets resulting from a change in an actuarial assumption, net of amortization.

Changes in foreign currencies can have a significant impact to the Company’s consolidated balance sheets (as evidenced above in the Company’s foreign currency translation gain or loss), as well as its consolidated results of operations, as amounts in foreign currencies are generally translating into more U.S. dollars when the U.S. dollar weakens or less U.S. dollars when the U.S. dollar strengthens. At December 31, 2017, the U.S. dollar was generally weaker relative to certain of the currencies of the foreign countries in which the Company operates. This overall weakening of the U.S. dollar had an overall positive impact on the Company’s consolidated financial position because the foreign denominations translated into more U.S. dollars as evidenced by the decrease in foreign currency translation loss for the year ended December 31, 2017 compared to the year ended December 31, 2016 as reflected in the above table. In future periods, the volatility of the U.S. dollar as compared to the other currencies in which the Company does business could have a significant impact on its consolidated financial position and results of operations including the amount of revenue that the Company reports in future periods.

Treasury Stock

During the year ended December 31, 2017, the Company re-issued 6,073 shares of its treasury stock with a total value of $2.6 million related to the settlement of restricted stock units. During the year ended December 31, 2016, the Company re-issued 7,099 shares of its treasury stock with a total value of $2.4 million related to the settlement of restricted stock units. During the year ended December 31, 2015, the Company re-issued 7,348 shares of its treasury stock with a total value of $1.8 million related to the settlement of restricted stock units and 11,784 shares of its treasury stock with a total value of $3.5 million related to the exchange and conversion of the 4.75% Convertible Subordinated Notes (see Note 10).

Special Distributions

In September 2015, the Company’s Board of Directors declared a special distribution of $627.0 million, or approximately $10.95 per share (the "2015 Special Distribution"), to its common stockholders. The 2015 Special Distribution represents an amount that includes the sum of: (1) foreign earnings and profits repatriated as dividend income in 2015; (2) taxable income in 2015 from depreciation recapture in respect of accounting method changes commenced in the Company’s pre-REIT period; and (3) certain other items of taxable income.

The 2015 Special Distribution was paid on November 10, 2015 to the Company’s common stockholders of record as of the close of business on October 8, 2015. Common stockholders had the option to elect to receive payment of the 2015 Special Distribution in the form of stock or cash. The number of shares distributed was determined based upon common stockholder elections and the average closing price of the Company’s common stock on the three trading days commencing on November 3, 2015 or $297.03 per share. As such, the Company issued 1,688,411 shares of its common stock and paid $125.5 million in connection with the 2015 Special Distribution.

Shares issued in connection with the 2015 Special Distribution impact weighted average shares outstanding from the date of issuance, thus impacting the Company’s earnings per share data prospectively from the distribution date.

Dividends

During the year ended December 31, 2017, the Company's Board of Directors declared quarterly cash dividends of $2.00 per share on November 1, August 2, April 26, and February 15, 2017, to stockholders of record on November 15, August 23, May 24, and February 27, 2017, respectively, and payment dates of December 13, September 20, June 21, and March 22, 2017, respectively. The Company paid a total of $612.1 million in cash dividends during the year ended December 31, 2017.

During the year ended December 31, 2016, the Company's Board of Directors declared quarterly cash dividends of $1.75 per share on November 2, August 3, May 4, and February 18, 2016, to stockholders of record on November 16, August 24, May 25, and March 9, 2016, respectively, and payment dates of December 14, September 14, June 15, and March 23, 2016, respectively. The Company paid a total of $492.4 million in cash dividends during the year ended December 31, 2016.

During the year ended December 31, 2015, the Company's Board of Directors declared quarterly cash dividends of $1.69 per share on October 28, July 29, May 7 and February 19, 2015, to stockholders of record on December 9, August 26, May 27 and March 11, 2015, respectively, and payment dates of December 16, September 16, June 17 and March 25, 2015, respectively. The Company paid a total of $393.6 million in cash dividends during the year ended December 31, 2015.

In addition, as of December 31, 2017, for dividends and special distributions attributed to the restricted stock units, the Company recorded a short term dividend payable of $11.2 million and a long term dividend payable of $6.7 million for the restricted stock units that have not yet vested. As of December 31, 2016, for dividends and special distributions attributed to the RSU awards, the Company recorded a short term dividend payable of $12.0 million and a long term dividend payable of $8.5 million for the restricted stock units that have not yet vested.

For federal income tax purposes, distributions to stockholders are treated as ordinary income, capital gains, return of capital or a combination thereof. For the years ended December 31, 2017 and 2016, the quarterly dividends were classified as follows:



Record Date	Payment Date	Total Distribution		Nonqualified Ordinary Dividend		Qualified Ordinary Dividend		Return of Capital
		(per share)
Fiscal 2017
2/27/2017	3/22/2017	$	2.000000	$	2.000000	$	—	$	—
5/24/2017	6/21/2017	2.000000		2.000000		—		—
8/23/2017	9/20/2017	2.000000		2.000000		—		—
11/15/2017	12/13/2017	2.000000		2.000000		—		—
Total		$	8.000000	$	8.000000	$	—	$	—

Fiscal 2016
3/9/2016	3/23/2016	$	1.750000	$	1.231334	$	0.518666	$	—
5/25/2016	6/15/2016	1.750000		1.231334		0.518666		—
8/24/2016	9/14/2016	1.750000		1.231334		0.518666		—
11/16/2016	12/14/2016	1.750000		1.231334		0.518666		—
Total		$	7.000000	$	4.925336	$	2.074664	$	—