Stockholders' Equity

12 Months Ended

Dec. 31, 2020

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, 2020 and 2019, the Company had no preferred stock issued and outstanding.

Common Stock

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 $1.2 billion, net of underwriting discounts, commissions and offering expenses. In May 2020, the Company issued and sold 2,587,500 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 $1.7 billion, 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, the Company sold 930,934 shares for approximately $388.2 million, net of payment of commissions to the sales agents and estimated equity offering costs under the 2017 ATM Program. 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 to 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, 2020 and 2019, the Company sold 415,512 shares and 903,555 shares, respectively, for approximately $298.3 million and $447.5 million, respectively, net of payment of commissions to sales agents and other offering expenses, under the 2018 ATM Program. As of December 31, 2020, no shares remained available for sale under the 2018 ATM Program. In October 2020, the Company established another ATM program, under which it may, from time to time, offer and sell up to an aggregate of $1.5 billion of its common stock to or through sales agents in "at the market" transactions (the "2020 ATM Program"). For the year ended December 31, 2020, the Company did not sell any shares under the 2020 ATM Program.

As of December 31, 2020, the Company had reserved the following authorized but unissued shares of common stock for future issuances:


Common stock options and restricted stock units			5,960,946
Common stock employee purchase plans			2,806,672
Total			8,767,618

Accumulated Other Comprehensive Loss

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


	December 31, 2017		Net Change		Cumulative Effect Adjustment		December 31, 2018		Net Change		December 31, 2019		Net Change		December 31, 2020
Foreign currency translation adjustment ("CTA") gain (loss)	$	(576,860)	$	(421,743)	$	—	$	(998,603)	$	(58,315)	$	(1,056,918)	$	548,503	$	(508,415)
Unrealized gain (loss) on cash flow hedges (1)	(24,191)		43,671		—		19,480		(3,842)		15,638		(82,790)		(67,152)
Net investment hedge CTA gain (loss) (1)	(185,303)		219,628		—		34,325		73,294		107,619		(444,553)		(336,934)
Unrealized gain (loss) on available for sale securities (2)	2,124		—		(2,124)		—		—		—		—		—
Net actuarial gain (loss) on defined benefit plans (3)	(959)		55		—		(904)		(48)		(952)		85		(867)
	$	(785,189)	$	(158,389)	$	(2,124)	$	(945,702)	$	11,089	$	(934,613)	$	21,245	$	(913,368)

(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.

(3)The Company has a defined benefit pension plan covering all employees in two countries 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, 2020, the U.S. dollar was generally weaker relative to certain of the currencies of the foreign countries in which the Company operates as compared to December 31, 2019. Because of this, the U.S. dollar had an overall favorable impact on the Company's consolidated financial position because the foreign denominations translated into more U.S. dollars as evidenced by a decrease in foreign currency translation loss for the year ended December 31, 2020 as reflected in the above table. The volatility of the U.S. dollar as compared to the other currencies in which the Company operates 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, 2020, 2019 and 2018, 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 2020
2/12/2020	2/26/2020	3/18/2020	$	2.660000	$	2.660000	$	227,386
5/6/2020	5/20/2020	6/17/2020	2.660000		2.660000		235,449
7/29/2020	8/19/2020	9/23/2020	2.660000		2.660000		236,424
10/28/2020	11/18/2020	12/9/2020	2.660000		2.660000		237,010
Total			$	10.640000	$	10.640000	$	936,269

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

(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, 2020, 2019 and 2018, the Company did not classify any portion of the distributions as qualified ordinary dividend, capital gains or return of capital.

(2)All 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, 2020, for dividends and special distributions attributed to the RSUs, the Company recorded a short term dividend payable of $10.9 million and a long term dividend payable of $7.9 million for the RSUs that have not yet vested. As of December 31, 2019, for dividends and special distributions attributed to the RSUs, the Company recorded a short term dividend payable of $9.0 million and a long term dividend payable of $7.1 million for the RSUs that have not yet vested.