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Stockholders' Equity (Tables)

12 Months Ended

Dec. 31, 2024

Schedule of Sale of Stock by Activity Program

Forward sale activity under the 2020, 2022 and 2024 ATM Programs is summarized as follows ($ in millions except per share data; shares in thousands):


	Contractual Maturity Dates	Execution Date	Number of Shares (1)	Weighted Average Price per Share (2)		Settlement Value (2)
Outstanding, December 31, 2022	February 2023 to November 2023		458	$	657.75	$	302
Forward Sale Agreements Executed	February 2024 to December 2024	May 2023 to December 2023	1,208	767.12		926
Forward Sale Shares Physically Settled	February 2023 to March 2024	February 2023 to November 2023	(1,023)	718.59		735


Outstanding, December 31, 2023	November 2024		643	$	776.23	$	499

Forward Sale Shares Physically Settled	November 2024 to December 2024	September 2024	(643)	790.41		509
Outstanding, December 31, 2024	November 2024		—	$	—	$	—

(1)For agreements settled, the amount represents the actual number of shares issued. For agreements executed and outstanding, the amount represents the number of shares that we would issue upon physical settlement.

(2)For agreements settled, the value represents the actual weighted average settlement value, net of commissions and other offering expenses. For agreements executed and outstanding, the value represents the forward amount that we would receive upon physical settlement as of that date and 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.

Schedule of Reserve for Authorized but Unissued Shares of Common Stock

As of December 31, 2024, we had reserved the following authorized, but unissued shares of common stock for future issuances (in thousands):


Common stock options and restricted stock units			3,290
Common stock employee purchase plans			2,197
Total			5,487

Schedule of The Maximum Exposure Losses of VIE Joint Ventures

The following table summarizes our maximum exposure to loss related to the VIE Joint Ventures as of December 31, 2024 (in millions):


	VIE Joint Ventures
Equity Investment	$	374
Outstanding Accounts Receivable	50
Other Receivables	46
Contract Assets	125
Loan Commitment (1)	392
Future Equity Contribution Commitments (2)	66
Maximum Future Payments under Debt Guarantees (3)	246
Total	$	1,299

(1)Concurrent with the closing of the AMER 2 Joint Venture, we entered into a loan agreement with the AMER 2 Joint Venture, as a lender, further discussed in Note 15.

(2)The joint ventures' partners are required to make additional equity contributions proportionately upon certain occurrences, such as a shortfall in capital necessary to complete construction or to make interest payments on their outstanding debt.

(3)In connection with our 20% equity investment in the EMEA 2 Joint Venture, we provided the lenders with our guarantees covering 20% of all payments of principal and interest due under EMEA 2 Joint Venture's credit facility agreements. A portion of the guarantees relates to our AMER 1 Joint Venture. Refer to Note 14.

The following table presents the assets and liabilities of the Indonesian VIE, which were included in other assets and other liabilities on the consolidated balance sheets as of December 31 (in millions):


Balance Sheet	2024		2023
Cash and cash equivalents	$	16	$	20
Property, plant and equipment, net	25		8
Other	5		2
Total assets	$	46	$	30
Total liabilities	$	5	$	3

Schedule of Components of Accumulated Other Comprehensive Loss, net of Tax

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


	December 31, 2021		Net Change		December 31, 2022		Net Change		December 31, 2023		Net Change		December 31, 2024
Foreign currency translation adjustment ("CTA") gain (loss)	$	(1,068)	$	(770)	$	(1,838)	$	250	$	(1,588)	$	(772)	$	(2,360)
Unrealized gain (loss) on cash flow hedges (1)	(6)		40		34		(19)		15		32		47
Net investment hedge CTA gain (loss) (1)	(10)		426		416		(132)		284		295		579
Net actuarial loss on defined benefit plans (2)	(1)		—		(1)		—		(1)		—		(1)
	$	(1,085)	$	(304)	$	(1,389)	$	99	$	(1,290)	$	(445)	$	(1,735)

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

(2)We have two defined benefit pension plans 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.

Schedule of Quarterly Dividend and Special Distributions

During the years ended December 31, 2024, 2023 and 2022, 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 millions)
Fiscal 2024
2/14/2024	2/28/2024	3/20/2024	$	4.260000	$	4.260000	$	402
5/8/2024	5/22/2024	6/19/2024	4.260000		4.260000		405
8/7/2024	8/21/2024	9/18/2024	4.260000		4.260000		405
10/30/2024	11/13/2024	12/11/2024	4.260000		4.260000		412
Total			$	17.040000	$	17.040000	$	1,624


Fiscal 2023
2/15/2023	3/7/2023	3/22/2023	$	3.410000	$	3.410000	$	319
5/3/2023	5/24/2023	6/21/2023	3.410000		3.410000		319
8/2/2023	8/23/2023	9/20/2023	3.410000		3.410000		319
10/25/2023	11/15/2023	12/13/2023	4.260000		4.260000		402
Total			$	14.490000	$	14.490000	$	1,359

Fiscal 2022
2/16/2022	3/7/2022	3/23/2022	$	3.100000	$	3.100000	$	282
4/27/2022	5/18/2022	6/15/2022	3.100000		3.100000		282
7/27/2022	8/17/2022	9/21/2022	3.100000		3.100000		286
11/2/2022	11/16/2022	12/14/2022	3.100000		3.100000		287
Total			$	12.400000	$	12.400000	$	1,137

(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, 2024, 2023 and 2022, 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.

- Definition

Tabular disclosure of an entity's stock, including par or stated value per share, number and dollar amount of share subscriptions, shares authorized, shares issued, shares outstanding, number and dollar amount of shares held in an employee trust, dividend per share, total dividends, share conversion features, par value plus additional paid in capital, the value of treasury stock and other information necessary to a fair presentation, and EPS information. Stock by class includes common, convertible, and preferred stocks which are not redeemable or redeemable solely at the option of the issuer. Includes preferred stock with redemption features that are solely within the control of the issuer and mandatorily redeemable stock if redemption is required to occur only upon liquidation or termination of the reporting entity. If more than one issue is outstanding, state the title of each issue and the corresponding dollar amount; dollar amount of any shares subscribed but unissued and the deduction of subscriptions receivable there from; number of shares authorized, issued, and outstanding.

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+ Details

- Definition

Tabular disclosure of the significant judgments and assumptions made in determining whether a variable interest (as defined) held by the entity requires the variable interest entity (VIE) (as defined) to be consolidated and (or) disclose information about its involvement with the VIE, individually or in aggregate (as applicable); the nature of restrictions, if any, on the consolidated VIE's assets and on the settlement of its liabilities reported by an entity in its statement of financial position, including the carrying amounts of such assets and liabilities; the nature of, and changes in, the risks associated with involvement in the VIE; how involvement with the VIE affects the entity's financial position, financial performance, and cash flows; the lack of recourse if creditors (or beneficial interest holders) of the consolidated VIE have no recourse to the general credit of the primary beneficiary (if applicable); the terms of arrangements, giving consideration to both explicit arrangements and implicit variable interests, if any, that could require the entity to provide financial support to the VIE, including events or circumstances that could expose the entity to a loss; the methodology used by the entity for determining whether or not it is the primary beneficiary of the variable interest entity; the significant factors considered and judgments made in determining that the power to direct the activities of a VIE that most significantly impact the VIE's economic performance are shared (as defined); the carrying amounts and classification of assets and liabilities of the VIE included in the statement of financial position; the entity's maximum exposure to loss, if any, as a result of its involvement with the VIE, including how the maximum exposure is determined and significant sources of the entity's exposure to the VIE; a comparison of the carrying amounts of the assets and liabilities and the entity's maximum exposure to loss; information about any liquidity arrangements, guarantees, and (or) other commitments by third parties that may affect the fair value or risk of the entity's variable interest in the VIE; whether or not the entity has provided financial support or other support (explicitly or implicitly) to the VIE that it was not previously contractually required to provide or whether the entity intends to provide that support, including the type and amount of the support and the primary reasons for providing the support; and supplemental information the entity determines necessary to provide.

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