Stockholders' Equity

12 Months Ended

Dec. 31, 2019

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, 2019 and 2018, the Company had no preferred stock issued and outstanding.

Common Stock

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. The Company received net proceeds of approximately $2,126.3 million, net of underwriting discounts, commissions and offering expenses. In March 2019, the Company issued and sold 2,985,575 shares of common stock in a public offering pursuant to a registration statement and a related prospectus and prospectus supplement. The Company received net proceeds of approximately $1,213.4 million, net of underwriting discounts, commissions and offering expenses.

In August 2017, the Company established an "at the market" equity offering program (the "2017 ATM Program"), under which the Company may, from time to time, offer and sell shares of its common stock to or through sales agents up to an aggregate of $750.0 million. For the year ended December 31, 2018 and 2017, the Company sold 930,934 shares and 763,201 shares, respectively, for approximately $388.2 million and $355.1 million, respectively, net of payment of commissions to the sales agents and estimated equity offering costs. As of December 31, 2018, no shares remained available for sale under the 2017 ATM Program. In December 2018, the Company established another ATM program, under which it may, from time to time, offer and sell up to an aggregate of $750.0 million of its common stock to or through sales agents in "at the market" transactions (the "2018 ATM Program"). For the year ended December 31, 2019, the Company sold 903,555 shares for approximately $447.5 million, net of payment of commissions to sales agents and other offering expenses, under the 2018 ATM Program.

As of December 31, 2019, the Company had reserved the following authorized but unissued shares of common stock for future issuances:



Common stock options and restricted stock units	3,334,130
Common stock employee purchase plans	2,973,785
Total	6,307,915

Accumulated Other Comprehensive Loss

The changes in accumulated other comprehensive loss, net of tax, by components are as follows (in thousands):



	December 31, 2016			Net Change			December 31, 2017			Net Change			Cumulative Effect Adjustment			December 31, 2018			Net Change			December 31, 2019
Foreign currency translation adjustment ("CTA") gain (loss)	$	(1,031,129	)	$	454,269		$	(576,860	)	$	(421,743	)	$	—		$	(998,603	)	$	(58,315	)	$	(1,056,918	)
Unrealized gain (loss) on cash flow hedges ⁽¹⁾	30,704			(54,895		)	(24,191		)	43,671			—			19,480			(3,842		)	15,638
Net investment hedge CTA gain (loss) ⁽¹⁾	49,989			(235,292		)	(185,303		)	219,628			—			34,325			73,294			107,619
Unrealized gain (loss) on available for sale securities ⁽²⁾	2,110			14			2,124			—			(2,124		)	—			—			—
Net actuarial gain (loss) on defined benefit plans ⁽³⁾	(816		)	(143		)	(959		)	55			—			(904		)	(48		)	(952		)
	$	(949,142	)	$	163,953		$	(785,189	)	$	(158,389	)	$	(2,124	)	$	(945,702	)	$	11,089		$	(934,613	)


⁽¹⁾	Refer to Note 8 for a discussion of the amounts reclassified from accumulated other comprehensive loss to net income.

⁽²⁾

Upon adoption of ASU 2016-01 during the three months ended March 31, 2018, the Company recorded a net cumulative effect adjustment of $2.1 million from accumulated other comprehensive loss to retained earnings. The realized gains and losses reclassified from accumulated other comprehensive loss to net income as a result of sale of available for sale securities were not significant for the years ended December 31, 2017 and 2016.

⁽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 loss), as well as its consolidated results of operations, as amounts in foreign currencies are generally translated into more U.S. dollars when the U.S. dollar weakens or less U.S. dollars when the U.S. dollar strengthens. As of December 31, 2019, the U.S. dollar was generally stronger relative to certain of the currencies of the foreign countries in which the Company operates as compared to December 31, 2018. This overall strengthening of the U.S. dollar had an overall negative impact on the Company's consolidated financial position because the foreign denominations translated into less U.S. dollars as evidenced by the increase in foreign currency translation loss for the year ended December 31, 2019 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.

Dividends

During the years ended December 31, 2019, 2018 and 2017, the Company's Board of Directors declared quarterly dividends whose treatment for federal income tax purposes were as follows:



Declaration Date	Record Date	Payment Date	Total Distribution ⁽¹⁾		Nonqualified Ordinary Dividend ⁽²⁾		Total Distribution Amount
			(per share)				(in thousands)
Fiscal 2019
2/13/2019	2/27/2019	3/20/2019	$	2.460000	$	2.460000	$	198,933
5/1/2019	5/22/2019	6/19/2019	2.460000		2.460000		207,949
7/31/2019	8/21/2019	9/18/2019	2.460000		2.460000		209,226
10/30/2019	11/20/2019	12/11/2019	2.460000		2.460000		209,785
Total			$	9.840000	$	9.840000	$	825,893

Fiscal 2018
2/14/2018	2/26/2018	3/21/2018	$	2.280000	$	2.280000	$	180,640
5/2/2018	5/23/2018	6/20/2018	2.280000		2.280000		181,207
8/8/2018	8/22/2018	9/19/2018	2.280000		2.280000		182,304
11/1/2018	11/14/2018	12/12/2018	2.280000		2.280000		183,297
Total			$	9.120000	$	9.120000	$	727,448

Fiscal 2017
2/15/2017	2/27/2017	3/22/2017	$	2.000000	$	2.000000	$	143,275
4/26/2017	5/24/2017	6/21/2017	2.000000		2.000000		155,824
8/2/2017	8/23/2017	9/20/2017	2.000000		2.000000		156,055
11/1/2017	11/15/2017	12/13/2017	2.000000		2.000000		156,931
Total			$	8.000000	$	8.000000	$	612,085


⁽¹⁾	Common stock dividends are characterized for federal income tax purposes as nonqualified ordinary dividend, qualified ordinary dividend, capital gains or return of capital. During the years ended December 31, 2019, 2018 and 2017, the Company did not classify any portion of the distributions as qualified ordinary dividend, capital gains or return of capital.


⁽²⁾	All 2019 and 2018 nonqualified ordinary dividends are eligible for the 20% deduction generally allowable to non-corporate shareholders under Internal Revenue Code Section 199A.

In addition, as of December 31, 2019, for dividends and special distributions attributed to the restricted stock units, the Company recorded a short term dividend payable of $9.0 million and a long term dividend payable of $7.1 million for the restricted stock units that have not yet vested. As of December 31, 2018, for dividends and special distributions attributed to the restricted stock units, the Company recorded a short term dividend payable of $8.8 million and a long term dividend payable of $6.5 million for the restricted stock units that have not yet vested.