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Stockholders' Equity | 12 Months Ended
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Dec. 31, 2024
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, 2024 and 2023, 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"). In October 2024, we established a program to succeed the 2022 ATM Program, under which we may, from time to time, offer and sell on a spot or forward basis up to an aggregate of $2.0 billion of our common stock to or through sales agents in "at the market" transactions (the "2024 ATM Program"). The forward sale agreements provide three settlement alternatives to us: physical settlement, cash settlement or net share settlement. In accordance with ASC 815, the forward sale agreements are classified as equity for balance sheet purposes. Forward sale activity under the 2020, 2022 and 2024 ATM Programs is summarized as follows ($ 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. During the year ended December 31, 2024, we sold 569,382 shares on a spot basis under the 2022 ATM Program for approximately $467 million, net of commissions and other offering expenses, and we sold 755,298 shares on a spot basis under the 2024 ATM Program for approximately $697 million, net of commissions and other offering expenses. As of December 31, 2024, we fully utilized the remaining common stock available for sale under the 2020 and 2022 ATM Programs and had approximately $1.3 billion of common stock available for sale under the 2024 ATM Program. 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 |
Redeemable Non-controlling Interest On April 3, 2023, we issued additional shares in our Indonesian operating entity to a third party investor for $25 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 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 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, 2024. 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 |
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, 2024 and 2023. Accumulated Other Comprehensive Loss 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. Changes in foreign currencies can have a significant impact to our consolidated balance sheets (as evidenced above in our cumulative 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, 2024, 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, 2023. 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, 2024 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, 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. In addition, as of December 31, 2024, we recorded a short-term dividend payable of $16 million and a long-term dividend payable of $13 million related to RSUs that have not yet vested. As of December 31, 2023, we recorded a short-term dividend payable of $14 million and a long-term dividend payable of $12 million related to RSUs that have not yet vested.

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