Stockholders' Equity

12 Months Ended

Dec. 31, 2023

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, 2023 and 2022, we had no preferred stock issued and outstanding.

Common Stock

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 2022, 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. On February 28, 2023, we physically settled these forward sale shares for approximately $301.6 million, net of payment of commissions to sales agents and other offering expenses, at an aggregate weighted-average forward sale price of $657.75 per share.

In 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, no shares remained available for sale under the 2020 ATM Program.

In the second quarter of 2023, we executed two forward sale agreements to sell 269,547 shares of our common stock with maturity dates ranging from February 2024 to March 2024. In the third quarter of 2023, we executed three additional forward sale agreements to sell 294,579 shares of our common stock with maturity dates ranging from February 2024 to March 2024. On November 1, 2023, we physically settled 564,126 forward sale shares for approximately $433.3 million, net of payment of commissions to sales agents and other offering expenses, at an aggregate weighted-average forward sale price of $768.03 per share.

In the fourth quarter of 2023, we executed seven forward sale agreements to sell 643,428 shares of our common stock with maturity dates ranging from November 2024 to December 2024. As of December 31, 2023, the estimated net settlement value for the forward sale agreements was approximately $499.4 million at an aggregate weighted-average forward sale price of $776.23 per share. The weighted-average forward sale price that we expect to receive upon physical settlement will be subject to adjustments for a discount rate factor equal to a specified benchmark rate less a spread minus scheduled dividends during the terms of the agreements.

As of December 31, 2023, we had approximately $469.7 million of common stock available for sale under the 2022 ATM Program, which amount gives effect to the unsettled forward sale transactions noted above. For the year ended December 31, 2023, other than as noted above, we sold no additional shares under the 2022 ATM Program.

As of December 31, 2023, we had reserved the following authorized but unissued shares of common stock for future issuances:

Common stock options and restricted stock units	3,978,009
Common stock employee purchase plans	2,345,263
Total	6,323,272

Redeemable Non-controlling Interest

On April 3, 2023, we issued additional shares in our Indonesian operating entity to a third party investor for $25.0 million, which resulted in the third party investor owning a 25% interest in the entity.

The Indonesian operating entity is a VIE because it does not have sufficient funds from its operations to be self-sustaining. We provide certain management services to the entity and earn fees for the performance of such services. We have the power to direct the activities that most significantly impact the economic performance of the entity and have concluded that we are its primary beneficiary.

Under the terms of the shareholders’ agreement, the investor may put its 25% ownership stake in the entity to us for a maximum exercise price of $25.0 million, subject to certain contingent conditions. Accordingly, we present the investor’s contingently redeemable non-controlling interest ("NCI") outside of permanent equity at the higher of its maximum redemption amount of $25.0 million and its balance after attribution of gains and losses in the consolidated balance sheets. There were no changes in the carrying value of the redeemable NCI for the year ended December 31, 2023.

As of December 31, 2023, the carrying value of the assets and liabilities of the Indonesian VIE, which were included in other assets and other liabilities on the consolidated balance sheets were $30.4 million and $2.9 million, respectively.

The income and losses attributable to us as well as to the redeemable NCI from the Indonesian VIE were insignificant for the year ended December 31, 2023.

Accumulated Other Comprehensive Loss

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

	December 31, 2020		Net Change		December 31, 2021		Net Change		December 31, 2022		Net Change		December 31, 2023
Foreign currency translation adjustment ("CTA") gain (loss)	$	(508,415)	$	(559,984)	$	(1,068,399)	$	(769,838)	$	(1,838,237)	$	250,044	$	(1,588,193)
Unrealized gain (loss) on cash flow hedges (1)	(67,152)		60,562		(6,590)		40,543		33,953		(18,370)		15,583
Net investment hedge CTA gain (loss) (1)	(336,934)		326,982		(9,952)		425,701		415,749		(131,883)		283,866
Net actuarial gain (loss) on defined benefit plans (2)	(867)		57		(810)		(101)		(911)		(462)		(1,373)
	$	(913,368)	$	(172,383)	$	(1,085,751)	$	(303,695)	$	(1,389,446)	$	99,329	$	(1,290,117)

(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 our 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, 2023, the U.S. dollar was generally weaker relative to certain of the currencies of the foreign countries in which we operate as compared to December 31, 2022. Because of this, the U.S. dollar had an overall favorable impact on our 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, 2023 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, 2023, 2022 and 2021, 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 2023
2/15/2023	3/7/2023	3/22/2023	$	3.410000	$	3.410000	$	318,736
5/3/2023	5/24/2023	6/21/2023	3.410000		3.410000		318,914
8/2/2023	8/23/2023	9/20/2023	3.410000		3.410000		319,308
10/25/2023	11/15/2023	12/13/2023	4.260000		4.260000		402,347
Total			$	14.490000	$	14.490000	$	1,359,305
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

(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, 2023, 2022 and 2021, 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, 2023, for dividends and special distributions attributed to the RSUs, we recorded a short-term dividend payable of $13.6 million and a long-term dividend payable of $12.1 million for the RSUs that have not yet vested. 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.