Stockholders' Equity

12 Months Ended

Dec. 31, 2022

Equity [Abstract]

Stockholders' Equity

Stockholders' Equity

Our 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, 2022 and 2021, we had no preferred stock issued and outstanding.

Common Stock

In May 2020, we 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. We received net proceeds of approximately $1.7 billion, net of underwriting discounts, commissions and offering expenses.

In October 2020, we established an "at the market" equity offering program (the "2020 ATM Program"), under which we could, from time to time, offer and sell shares of our common stock to or through sales agents up to an aggregate of $1.5 billion. In February 2022, we entered into a forward sale amendment to the 2020 ATM Program, under which we could, from time to time, offer and sell shares under the equity distribution agreement pursuant to forward sale transactions (the "Equity Forward Amendment"). In November 2022, we established a successor ATM program, also with substantially the same terms as the Equity Forward Amendment noted above, under which we may, from time to time, offer and sell on a spot or forward basis up to an aggregate of $1.5 billion of our common stock to or through sales agents in "at the market" transactions (the "2022 ATM Program"). The forward sale agreements provide three settlement alternatives to us: physical settlement, cash settlement or net share settlement. In accordance with ASC 815, the forward sale agreements are classified as equity for balance sheet purposes. During the first half of the year, we executed five forward sale agreements under the 2020 ATM Program to sell 579,873 shares of our common stock. On August 3, 2022, we physically settled these forward sale shares for approximately $393.6 million, net of payment of commissions to sales agents and other offering expenses, at an aggregate weighted-average forward sale price of $678.72 per share. In the fourth quarter of 2022, we executed three additional forward sale agreements to sell 458,459 shares of our common stock with maturity dates ranging from February 2023 to November 2023. Of this amount, 308,875 shares were executed under the 2020 ATM Program and the remaining 149,584 shares were executed under the 2022 ATM Program. The future net settlement value for these forward sale agreements is approximately $301.6 million at an aggregate weighted-average forward sale price of $657.75 per share.

For the year ended December 31, 2022, we sold an additional 580,833 shares, excluding the forward sale transactions noted above, for approximately $403.6 million, net of payment of commissions to sales agents and other offering expenses, under the 2020 ATM Program. As of December 31, 2022, after giving effect to the unsettled forward sale transactions noted above, no shares remained available for sale under the 2020 ATM Program. For the year ended December 31, 2021, we sold 637,617 shares for approximately $497.9 million, net of payment of commissions to sales agents and other offering expenses, under the 2020 ATM Program. For the year ended December 31, 2020, we sold 415,512 shares for approximately $298.3 million, net of payment of commissions to sales agents and other offering expenses under the 2018 ATM Program.

As of December 31, 2022, we had $1.4 billion of common stock available for sale under the 2022 ATM Program, which amount gives effect to the unsettled forward sale transaction noted above. For the year ended December 31, 2022, no shares were issued under the 2022 ATM Program.

As of December 31, 2022, we had reserved the following authorized but unissued shares of common stock for future issuances:

Common stock options and restricted stock units	4,658,781
Common stock employee purchase plans	2,497,134
Total	7,155,915

Accumulated Other Comprehensive Loss

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

	December 31, 2019		Net Change		December 31, 2020		Net Change		December 31, 2021		Net Change		December 31, 2022
Foreign currency translation adjustment ("CTA") gain (loss)	$	(1,056,918)	$	548,503	$	(508,415)	$	(559,984)	$	(1,068,399)	$	(769,838)	$	(1,838,237)
Unrealized gain (loss) on cash flow hedges (1)	15,638		(82,790)		(67,152)		60,562		(6,590)		40,543		33,953
Net investment hedge CTA gain (loss) (1)	107,619		(444,553)		(336,934)		326,982		(9,952)		425,701		415,749
Net actuarial gain (loss) on defined benefit plans (2)	(952)		85		(867)		57		(810)		(101)		(911)
	$	(934,613)	$	21,245	$	(913,368)	$	(172,383)	$	(1,085,751)	$	(303,695)	$	(1,389,446)

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

(2)We have a defined benefit pension plan covering all employees in two countries where such plans are mandated by law. We do 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 our consolidated balance sheets (as evidenced above in our 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, 2022, the U.S. dollar was generally stronger relative to certain of the currencies of the foreign countries in which we operate as compared to December 31, 2021. Because of this, the U.S. dollar had an overall unfavorable impact on our consolidated financial position because the foreign denominations translated into fewer U.S. dollars as evidenced by an increase in foreign currency translation loss for the year ended December 31, 2022 as reflected in the above table. The volatility of the U.S. dollar as compared to the other currencies in which we operate could have a significant impact on our consolidated financial position and results of operations including the amount of revenue that we report in future periods.

Dividends

During the years ended December 31, 2022, 2021 and 2020, our 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 2022
2/16/2022	3/7/2022	3/23/2022	$	3.100000	$	3.100000	$	282,031
4/27/2022	5/18/2022	6/15/2022	3.100000		3.100000		282,168
7/27/2022	8/17/2022	9/21/2022	3.100000		3.100000		286,136
11/2/2022	11/16/2022	12/14/2022	3.100000		3.100000		286,868
Total			$	12.400000	$	12.400000	$	1,137,203
Fiscal 2021
2/10/2021	2/24/2021	3/17/2021	$	2.870000	$	2.870000	$	256,321
4/28/2021	5/19/2021	6/16/2021	2.870000		2.870000		257,199
7/28/2021	8/18/2021	9/22/2021	2.870000		2.870000		257,769
11/3/2021	11/17/2021	12/15/2021	2.870000		2.870000		258,716
Total			$	11.480000	$	11.480000	$	1,030,005
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

(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, 2022, 2021 and 2020, we 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, 2022, for dividends and special distributions attributed to the RSUs, we recorded a short-term dividend payable of $12.3 million and a long-term dividend payable of $10.4 million for the RSUs that have not yet vested. As of December 31, 2021, for dividends and special distributions attributed to the RSUs, we recorded a short-term dividend payable of $12.0 million and a long-term dividend payable of $9.7 million for the RSUs that have not yet vested.