Cover Page
Cover Page - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Feb. 22, 2024 | Jun. 30, 2023 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2023 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 000-22418 | ||
Entity Registrant Name | Itron, Inc. | ||
Entity Incorporation, State or Country Code | WA | ||
Entity Tax Identification Number | 91-1011792 | ||
Entity Address, Address Line One | 2111 N Molter Road | ||
Entity Address, City or Town | Liberty Lake | ||
Entity Address, State or Province | WA | ||
Entity Address, Postal Zip Code | 99019 | ||
City Area Code | (509) | ||
Local Phone Number | 924-9900 | ||
Title of 12(b) Security | Common stock, no par value | ||
Trading Symbol | ITRI | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Document Financial Statement Error Correction [Flag] | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 3,247,413,777 | ||
Entity Common Stock, Shares Outstanding | 45,580,163 | ||
Documents Incorporated by Reference | DOCUMENTS INCORPORATED BY REFERENCE The information called for by Part III is incorporated by reference to the definitive Proxy Statement for the Annual Meeting of Shareholders of the Company to be held on May 9, 2024. | ||
Entity Central Index Key | 0000780571 | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2023 | |
Auditor Information [Abstract] | |
Auditor Name | DELOITTE & TOUCHE LLP |
Auditor Location | Seattle, Washington |
Auditor Firm ID | 34 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Total revenues | $ 2,173,633,000 | $ 1,795,564,000 | $ 1,981,572,000 |
Total cost of revenues | 1,459,725,000 | 1,273,375,000 | 1,408,403,000 |
Gross profit | 713,908,000 | 522,189,000 | 573,169,000 |
Operating expenses | |||
Sales, general and administrative | 312,779,000 | 290,453,000 | 300,520,000 |
Research and development | 208,688,000 | 185,098,000 | 197,235,000 |
Amortization of intangible assets | 18,918,000 | 25,717,000 | 35,801,000 |
Restructuring | 43,989,000 | (13,625,000) | 54,623,000 |
Loss on sale of businesses | 667,000 | 3,505,000 | 64,289,000 |
Goodwill impairment | 0 | 38,480,000 | 0 |
Total operating expenses | 585,041,000 | 529,628,000 | 652,468,000 |
Operating income (loss) | 128,867,000 | (7,439,000) | (79,299,000) |
Other income (expense) | |||
Interest income | 9,314,000 | 2,633,000 | 1,557,000 |
Interest expense | (8,349,000) | (6,724,000) | (28,638,000) |
Other income (expense), net | (2,446,000) | (4,213,000) | (17,430,000) |
Total other income (expense) | (1,481,000) | (8,304,000) | (44,511,000) |
Total income (loss) before income taxes | 127,386,000 | (15,743,000) | (123,810,000) |
Income tax benefit (provision) | (29,068,000) | 6,196,000 | 45,512,000 |
Net income (loss) | 98,318,000 | (9,547,000) | (78,298,000) |
Net income attributable to noncontrolling interests | 1,395,000 | 185,000 | 2,957,000 |
Net income (loss) attributable to Itron, Inc. | $ 96,923,000 | $ (9,732,000) | $ (81,255,000) |
Net income (loss) per common share - Basic (in dollars per share) | $ 2.13 | $ (0.22) | $ (1.83) |
Net income (loss) per common share - Diluted (in dollars per share) | $ 2.11 | $ (0.22) | $ (1.83) |
Weighted average common shares outstanding - Basic (in shares) | 45,421 | 45,101 | 44,301 |
Weighted average common shares outstanding - Diluted (in shares) | 45,836 | 45,101 | 44,301 |
Product revenues | |||
Total revenues | $ 1,863,489,000 | $ 1,500,243,000 | $ 1,678,195,000 |
Total cost of revenues | 1,292,170,000 | 1,102,475,000 | 1,231,230,000 |
Service revenues | |||
Total revenues | 310,144,000 | 295,321,000 | 303,377,000 |
Total cost of revenues | $ 167,555,000 | $ 170,900,000 | $ 177,173,000 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Statement of Comprehensive Income [Abstract] | |||
Net income (loss) | $ 98,318 | $ (9,547) | $ (78,298) |
Other comprehensive income (loss), net of tax: | |||
Foreign currency translation adjustments | 15,550 | (28,748) | (26,923) |
Foreign currency translation adjustment reclassified to net income (loss) on sale or disposal of businesses | 0 | 57,321 | 0 |
Net unrealized gain (loss) on derivative instruments, designated as cash flow hedges | 0 | 0 | 1,411 |
Pension benefit obligation adjustment | (2,066) | 24,851 | 15,940 |
Total other comprehensive income (loss), net of tax | 13,484 | 53,424 | (9,572) |
Total comprehensive income (loss), net of tax | 111,802 | 43,877 | (87,870) |
Comprehensive income attributable to noncontrolling interests, net of tax | 1,395 | 185 | 2,957 |
Comprehensive income (loss) attributable to Itron, Inc. | $ 110,407 | $ 43,692 | $ (90,827) |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets | ||
Cash and cash equivalents | $ 302,049 | $ 202,007 |
Accounts receivable, net | 303,821 | 280,435 |
Inventories | 283,686 | 228,701 |
Other current assets | 159,882 | 118,441 |
Total current assets | 1,049,438 | 829,584 |
Property, plant, and equipment, net | 128,806 | 140,123 |
Deferred tax assets, net | 247,211 | 211,982 |
Other long-term assets | 38,836 | 39,901 |
Operating lease right-of-use assets, net | 41,186 | 52,826 |
Intangible assets, net | 46,282 | 64,941 |
Goodwill | 1,052,504 | 1,038,721 |
Total assets | 2,604,263 | 2,378,078 |
Current liabilities | ||
Accounts payable | 199,520 | 237,178 |
Other current liabilities | 54,407 | 42,869 |
Wages and benefits payable | 135,803 | 89,431 |
Taxes payable | 8,636 | 15,324 |
Current portion of warranty | 14,663 | 18,203 |
Unearned revenue | 124,207 | 95,567 |
Total current liabilities | 537,236 | 498,572 |
Long-term debt, net | 454,827 | 452,526 |
Long-term warranty | 7,501 | 7,495 |
Pension benefit obligation | 63,887 | 57,839 |
Deferred tax liabilities, net | 697 | 833 |
Operating lease liabilities | 32,656 | 44,370 |
Other long-term obligations | 176,028 | 124,887 |
Total liabilities | 1,272,832 | 1,186,522 |
Equity | ||
Preferred stock, no par value, 10,000 shares authorized, no shares issued or outstanding | 0 | 0 |
Common stock, no par value, 75,000 shares authorized, 45,512 and 45,186 shares issued and outstanding | 1,820,510 | 1,788,479 |
Accumulated other comprehensive loss, net | (81,190) | (94,674) |
Accumulated deficit | (428,409) | (525,332) |
Total Itron, Inc. shareholders' equity | 1,310,911 | 1,168,473 |
Noncontrolling interests | 20,520 | 23,083 |
Total equity | 1,331,431 | 1,191,556 |
Total liabilities and equity | $ 2,604,263 | $ 2,378,078 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - shares | Dec. 31, 2023 | Dec. 31, 2022 |
Preferred Stock, Number of Shares, Par Value and Other Disclosures [Abstract] | ||
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common Stock, Number of Shares, Par Value and Other Disclosures [Abstract] | ||
Common stock, shares authorized (in shares) | 75,000,000 | 75,000,000 |
Common stock, shares issued (in shares) | 45,512,000 | 45,186,000 |
Common stock, shares outstanding (in shares) | 45,512,000 | 45,186,000 |
Consolidated Statements of Equi
Consolidated Statements of Equity - USD ($) shares in Thousands, $ in Thousands | Total | Total Itron, Inc. Shareholders' Equity | Common Stock | Common Stock | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit | Noncontrolling Interests |
Balance (in shares) at Dec. 31, 2020 | 40,444 | ||||||
Balance (value) at Dec. 31, 2020 | $ 840,273 | $ 816,548 | $ 1,389,419 | $ (138,526) | $ (434,345) | $ 23,725 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income (loss) | (78,298) | (81,255) | (81,255) | 2,957 | |||
Other comprehensive income (loss), net of tax | (9,572) | (9,572) | (9,572) | 0 | |||
Options exercised (in shares) | 30 | ||||||
Options exercised (value) | 1,924 | 1,924 | 1,924 | ||||
Restricted stock awards released (in shares) | 285 | ||||||
Restricted stock awards released (value) | (804) | (804) | (804) | ||||
Issuance of stock-based compensation awards (in shares) | 9 | ||||||
Issuance of stock-based compensation awards (value) | 856 | 856 | 856 | ||||
Employee stock purchase plan (in shares) | 37 | ||||||
Employee stock purchase plan (value) | 3,156 | 3,156 | 3,156 | ||||
Stock-based compensation expense | 22,762 | 22,762 | 22,762 | ||||
Stock issued related to equity offering (in shares) | 4,472 | ||||||
Stock issued related to equity offering | 389,419 | 389,419 | 389,419 | ||||
Proceeds from sale of warrants | 45,349 | 45,349 | 45,349 | ||||
Purchases of convertible note hedge contracts, net of tax | (63,576) | (63,576) | (63,576) | ||||
Registration fee | (359) | (359) | (359) | ||||
Stock repurchased during period, shares | (125) | ||||||
Stock Repurchased During Period, Value | (8,028) | (8,028) | (8,028) | ||||
Stockholders' Equity, Other | (343) | (343) | (343) | ||||
Balance (in shares) at Dec. 31, 2021 | 45,152 | ||||||
Balance (value) at Dec. 31, 2021 | 1,142,759 | 1,116,077 | 1,779,775 | (148,098) | (515,600) | 26,682 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income (loss) | (9,547) | (9,732) | (9,732) | 185 | |||
Other comprehensive income (loss), net of tax | 53,424 | 53,424 | 53,424 | 0 | |||
Distributions to noncontrolling interests | (3,784) | 0 | (3,784) | ||||
Options exercised (in shares) | 1 | ||||||
Options exercised (value) | 30 | 30 | 30 | ||||
Restricted stock awards released (in shares) | 227 | ||||||
Restricted stock awards released (value) | 0 | 0 | 0 | ||||
Issuance of stock-based compensation awards (in shares) | 16 | ||||||
Issuance of stock-based compensation awards (value) | 952 | 952 | 952 | ||||
Employee stock purchase plan (in shares) | 70 | ||||||
Employee stock purchase plan (value) | 3,422 | 3,422 | 3,422 | ||||
Stock-based compensation expense | 20,929 | 20,929 | 20,929 | ||||
Proceeds from sale of warrants | 0 | ||||||
Stock repurchased during period, shares | (280) | ||||||
Stock Repurchased During Period, Value | $ (16,629) | (16,629) | (16,629) | ||||
Balance (in shares) at Dec. 31, 2022 | 45,186 | 45,186 | |||||
Balance (value) at Dec. 31, 2022 | $ 1,191,556 | 1,168,473 | 1,788,479 | (94,674) | (525,332) | 23,083 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income (loss) | 98,318 | 96,923 | 96,923 | 1,395 | |||
Other comprehensive income (loss), net of tax | 13,484 | 13,484 | 13,484 | 0 | |||
Distributions to noncontrolling interests | (3,958) | 0 | (3,958) | ||||
Options exercised (in shares) | 18 | ||||||
Options exercised (value) | 830 | 830 | 830 | ||||
Restricted stock awards released (in shares) | 242 | ||||||
Restricted stock awards released (value) | 0 | 0 | 0 | ||||
Issuance of stock-based compensation awards (in shares) | 15 | ||||||
Issuance of stock-based compensation awards (value) | 1,065 | 1,065 | 1,065 | ||||
Employee stock purchase plan (in shares) | 51 | ||||||
Employee stock purchase plan (value) | 2,844 | 2,844 | 2,844 | ||||
Stock-based compensation expense | 27,292 | 27,292 | 27,292 | ||||
Proceeds from sale of warrants | $ 0 | ||||||
Balance (in shares) at Dec. 31, 2023 | 45,512 | 45,512 | |||||
Balance (value) at Dec. 31, 2023 | $ 1,331,431 | $ 1,310,911 | $ 1,820,510 | $ (81,190) | $ (428,409) | $ 20,520 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Operating activities | |||
Net income (loss) | $ 98,318 | $ (9,547) | $ (78,298) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||
Depreciation and amortization of intangible assets | 55,763 | 66,763 | 84,153 |
Non-cash operating lease expense | 16,454 | 16,257 | 17,107 |
Stock-based compensation | 28,357 | 21,881 | 23,618 |
Amortization of prepaid debt fees | 3,664 | 3,499 | 18,253 |
Deferred taxes, net | (34,646) | (32,635) | (85,574) |
Loss on sale of businesses | 667 | 3,505 | 64,289 |
Loss on extinguishment of debt, net | 0 | 0 | 10,000 |
Goodwill impairment | 0 | 38,480 | 0 |
Restructuring, non-cash | 385 | (624) | 8,744 |
Other adjustments, net | (169) | 11,678 | 2,930 |
Increase (Decrease) in Operating Capital [Abstract] | |||
Accounts receivable | (19,494) | 5,064 | 60,242 |
Inventories | (52,118) | (68,124) | (3,721) |
Other current assets | (42,410) | (16,695) | 41,461 |
Other long-term assets | 2,317 | (5,436) | 4,515 |
Accounts payable, other current liabilities, and taxes payable | (43,657) | 45,085 | (23,330) |
Wages and benefits payable | 44,700 | (21,749) | 30,915 |
Unearned revenue | 28,329 | 18,466 | (29,366) |
Warranty | (3,778) | (5,497) | (8,169) |
Restructuring | 29,866 | (40,981) | 15,967 |
Other operating, net | 12,423 | (4,890) | 1,058 |
Net cash provided by operating activities | 124,971 | 24,500 | 154,794 |
Investing activities | |||
Net proceeds (payments) related to the sale of businesses | (772) | 55,933 | 3,142 |
Acquisitions of property, plant, and equipment | (26,884) | (19,747) | (34,682) |
Business acquisitions, net of cash and cash equivalents acquired | 0 | 23 | (8,670) |
Other investing, net | 4,348 | 4,307 | 5,326 |
Net cash provided by (used in) investing activities | (23,308) | 40,516 | (34,884) |
Financing activities | |||
Proceeds from borrowings | 0 | 0 | 460,000 |
Payments on debt | 0 | 0 | (946,094) |
Issuance of common stock | 3,674 | 3,452 | 5,080 |
Proceeds from common stock offering | 0 | 0 | 389,419 |
Proceeds from sale of warrants | 0 | 0 | 45,349 |
Purchases of convertible note hedge contracts | 0 | 0 | (84,139) |
Repurchase of common stock | 0 | (16,972) | (8,028) |
Prepaid debt fees | (2,471) | (697) | (12,031) |
Other financing, net | (4,711) | (4,520) | (2,443) |
Net cash used in financing activities | (3,508) | (18,737) | (152,887) |
Less: Cash classified within assets held for sale | 0 | 0 | (9,750) |
Effect of foreign exchange rate changes on cash and cash equivalents | 1,887 | (6,851) | (1,627) |
Increase (decrease) in cash and cash equivalents | 100,042 | 39,428 | (44,354) |
Cash and cash equivalents at beginning of period | 202,007 | 162,579 | 206,933 |
Cash and cash equivalents at end of period | 302,049 | 202,007 | 162,579 |
Supplemental disclosure of cash flow information: | |||
Income taxes, net | 54,550 | 11,915 | 7,073 |
Interest | 1,832 | 1,622 | 8,983 |
Deferred tax on purchase of convertible note hedge contracts | $ 0 | $ 0 | $ 20,563 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Summary Significant Accounting Policies | Summary of Significant Accounting Policies We were incorporated in the state of Washington in 1977 and are a technology company, offering end-to-end solutions to enhance productivity and efficiency, primarily focused on utilities and municipalities around the globe. We operate under the Itron brand worldwide and manage and report under three operating segments: Device Solutions, Networked Solutions, and Outcomes. Financial Statement Preparation The consolidated financial statements presented in this Annual Report include the Consolidated Statements of Operations, Consolidated Statements of Comprehensive Income (Loss), Consolidated Statements of Equity, and Consolidated Statements of Cash Flows for the years ended December 31, 2023, 2022, and 2021 and the Consolidated Balance Sheets as of December 31, 2023 and 2022 of Itron, Inc. and its subsidiaries, prepared in accordance with U.S. generally accepted accounting principles (GAAP). Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Examples of significant estimates include revenue recognition, warranty, restructuring, income taxes, business combinations, goodwill and intangible assets, defined benefit pension plans, contingencies, and stock-based compensation. Due to various factors affecting future costs and operations, actual results could differ materially from these estimates. Risks and Uncertainties Global economic impacts, such as pandemics and various ongoing conflicts around the world, may create disruption in customer demand and global supply chains, resulting in market volatility, which our management continues to monitor. In the aftermath of these types of events, global supply chains, including labor, struggle to keep pace with rapidly changing demand. While recently improving from 2022 levels, our ability to obtain adequate supply of semiconductor components has impacted our ability to service customer demand in a timely manner. The temporary imbalance in supply and demand creates business uncertainties that include costs and availability. Efforts continue with suppliers to improve supply resiliency, including the approval of alternate sources. Recently, inflation in our raw materials and component costs, freight charges, and labor costs have increased above historical levels due to, among other things, the continuing impacts of the uncertain economic environment. We may or may not be able to fully recover these increased costs through pricing actions with our customers. Currently, we have not identified any significant decrease in long-term customer demand for our products and services. Certain of our customer projects have experienced delays in deliveries, with revenues originally forecasted in prior periods shifting to future periods. While we have limited direct business exposure in areas with current conflict, such as Ukraine and Israel, military actions globally and any resulting sanctions could adversely affect the global economy, as well as further disrupt the supply chain. A major disruption in the global economy and supply chain could have a material adverse effect on our business, prospects, financial condition, results of operations, and cash flows. The extent and duration of the military action, sanctions, and resulting market and/or supply disruptions are impossible to predict but could be substantial, and our management continues to monitor these events closely . Basis of Consolidation We consolidate all entities in which we have a greater than 50% ownership interest or in which we exercise control over the operations. We use the equity method of accounting for entities in which we have a 20% to 50% investment and exercise significant influence. Entities in which we have less than a 20% investment and where we do not exercise significant influence are accounted for under the fair value method. Intercompany transactions and balances are eliminated upon consolidation. Noncontrolling Interests In several of our consolidated international subsidiaries, we have joint venture partners, who are minority shareholders. Although these entities are not wholly owned by Itron, we consolidate them because we have a greater than 50% ownership interest or because we exercise control over the operations. The noncontrolling interest balance is adjusted each period to reflect the allocation of net income (loss) and other comprehensive income (loss) attributable to the noncontrolling interests, as shown in our Consolidated Statements of Operations and our Consolidated Statements of Comprehensive Income (Loss), as well as contributions from and distributions to the owners. The noncontrolling interest balance in our Consolidated Balance Sheets represents the proportional share of the equity of the joint venture entities, which is attributable to the minority shareholders. Cash and Cash Equivalents We consider all highly liquid instruments with remaining maturities of three months or less at the date of acquisition to be cash equivalents. Restricted Cash and Cash Equivalents Cash and cash equivalents that are contractually restricted from operating use are classified as restricted cash and cash equivalents. We have $1.8 million that is pledged for standby letters of credit as of December 31, 2023. Accounts Receivable, net Accounts receivable are recognized for invoices issued to customers in accordance with our contractual arrangements. Interest and late payment fees are minimal. Unbilled receivables are recognized when revenues are recognized upon product shipment or service delivery and invoicing occurs at a later date. We recognize an allowance for credit losses representing our estimate of the expected losses in accounts receivable at the date of the balance sheet based on our historical experience of bad debts, our specific review of outstanding receivables, and our review of current and expected economic conditions. Accounts receivable are written-off against the allowance when we believe an account, or a portion thereof, is no longer collectible. Inventories Inventories are stated at the lower of cost or net realizable value using the first-in, first-out method. Cost includes raw materials and labor, plus applied direct and indirect overhead costs. Net realizable value is the estimated selling price in the normal course of business, minus the cost of completion, disposal and transportation. Derivative Instruments All derivative instruments, whether designated in hedging relationships or not, are recognized on the Consolidated Balance Sheets at fair value as either assets or liabilities. The fair values of our derivative instruments are determined using the fair value measurements of significant other observable inputs (Level 2), as defined by GAAP. The fair value of our derivative instruments may switch between an asset and a liability depending on market circumstances at the end of the period. We include the effect of our counterparty credit risk based on current published credit default swap rates when the net fair value of our derivative instruments is in a net asset position and the effect of our own nonperformance risk when the net fair value of our derivative instruments is in a net liability position. For any derivative designated as a fair value hedge, the changes in the fair value of the derivative and of the hedged item attributable to the hedged risk are recognized in earnings. For any derivative designated as a cash flow hedge, changes in the fair value of the derivative are recognized as a component of other comprehensive income (loss) (OCI) and are recognized in earnings when the hedged item affects earnings. For a hedge of a net investment, any unrealized gain or loss from the foreign currency revaluation of the hedging instrument is reported in OCI as a net unrealized gain or loss on derivative instruments. Upon termination of a net investment hedge, the net derivative gain/loss will remain in accumulated other comprehensive income (loss) (AOCI) until such time when earnings are impacted by a sale or liquidation of the associated operations. We classify cash flows from our derivative programs as cash flows from operating activities in the Consolidated Statements of Cash Flows. Derivatives are not used for trading or speculative purposes. Our derivatives are with credit-worthy multinational commercial banks, with which we have master netting agreements; however, our derivative positions are not recognized on a net basis in the Consolidated Balance Sheets. There are no credit-risk related contingent features within our derivative instruments. Refer to Note 7: Derivative Financial Instruments and Note 14: Shareholders' Equity for further disclosures of our derivative instruments and their impact on OCI. Property, Plant, and Equipment Property, plant, and equipment are stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, generally 30 years for buildings and improvements and three years to 10 years for machinery and equipment, computers and software, and furniture. Leasehold improvements are capitalized and depreciated over the term of the applicable lease, including renewable periods if reasonably certain, or over the useful lives, whichever is shorter. Construction in process represents capital expenditures incurred for assets not yet placed in service. Costs related to internally developed software and software purchased for internal uses are capitalized and are amortized over the estimated useful lives of the assets. Repair and maintenance costs are recognized as incurred. We have no major planned maintenance activities. We review long-lived assets for impairment whenever events or circumstances indicate the carrying amount of an asset group may not be recoverable. Assets held for sale are classified within other current assets in the Consolidated Balance Sheets, are reported at the lower of the carrying amount or fair value less costs to sell, and are no longer depreciated. Gains and losses from asset disposals and impairment losses are classified within the Consolidated Statements of Operations according to the use of the asset, except those gains and losses recognized in conjunction with our restructuring activities, which are classified within restructuring expense, or impairment losses recognized in conjunction with an announced or completed sale of a business, which are classified within loss on sale of businesses. Prepaid Debt Fees Prepaid debt fees for term debt represent the capitalized direct costs incurred related to the issuance of debt and are recognized as a deduction from the carrying amount of the corresponding debt liability. We have elected to present prepaid debt fees for revolving debt within other long-term assets in the Consolidated Balance Sheets. These costs are amortized to interest expense over the terms of the respective borrowings, including any contingent maturity or call features, using the effective interest method or the straight-line method when associated with a revolving credit facility. When debt is repaid early, the related portion of unamortized prepaid debt fees is written off and included in interest expense. Business Combinations On the date of acquisition, the assets acquired, liabilities assumed, and any noncontrolling interests in the acquiree are recognized at their fair values. The acquiree's results of operations are also included as of the date of acquisition in our consolidated results. Intangible assets that arise from contractual/legal rights, or are capable of being separated, are measured and recognized at fair value, and amortized over the estimated useful life. If practicable, assets acquired and liabilities assumed arising from contingencies are measured and recognized at fair value. If not practicable, such assets and liabilities are measured and recognized when it is probable that a gain or loss has occurred and the amount can be reasonably estimated. The residual balance of the purchase price, after fair value allocations to all identified assets and liabilities, represents goodwill. Acquisition-related costs are recognized as incurred. Integration costs associated with an acquisition are generally recognized in periods subsequent to the acquisition date, and changes in deferred tax asset valuation allowances and acquired income tax uncertainties, including penalties and interest, after the measurement period are recognized as a component of the provision for income taxes. Our acquisitions may include contingent consideration, which requires us to recognize the fair value of the estimated liability at the time of the acquisition. Subsequent changes in the estimate of the amount to be paid under the contingent consideration arrangement are recognized in the Consolidated Statements of Operations. We estimate the preliminary fair value of acquired assets and liabilities as of the date of acquisition based on information available at that time utilizing either a cost or income approach. The determination of the fair value is judgmental in nature and involves the use of significant estimates and assumptions. Contingent consideration is recognized at fair value as of the date of the acquisition with adjustments occurring after the purchase price allocation period, which could be up to one year, recognized in earnings. Changes to valuation allowances on acquired deferred tax assets that occur after the acquisition date are recognized in the provision for, or benefit from, income taxes. The valuation of these tangible and identifiable intangible assets and liabilities is subject to further management review and may change materially between the preliminary allocation and end of the purchase price allocation period. Any changes in these estimates may have a material effect on our consolidated operating results or financial position. Leases We determine if an arrangement is a lease at inception. A lease exists when a contract conveys to the customer the right to control the use of identified property, plant, or equipment for a period of time in exchange for consideration. The definition of a lease embodies two conditions: (1) there is an identified asset in the contract that is land or a depreciable asset (i.e., property, plant, and equipment), and (2) the customer has the right to control the use of the identified asset. Operating leases are included in operating lease right-of-use (ROU) assets, other current liabilities, and operating lease liabilities on our Consolidated Balance Sheets. Finance leases are included in property, plant, and equipment, other long-term assets, other current liabilities, and other long-term obligations on our Consolidated Balance Sheets. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. We use the rate implicit in the lease agreement when readily determinable. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate, which is the estimated rate of interest we expect to pay on a collateralized basis over a similar term, based on the information available at the lease commencement date. The Operating lease ROU asset also includes any lease payments made and is reduced by lease incentives received and initial direct costs incurred. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for operating lease payments is recognized on a straight-line basis over the lease term. We have lease agreements that include lease and nonlease components. When nonlease components are fixed, we have elected the practical expedient to account for lease and nonlease components as a single lease component, except for leases embedded in service contracts. All leases with a lease term that is greater than one month are subject to recognition and measurement on the balance sheet, except where we have leases in service contracts with contract manufacturers. For leases with contract manufacturers, we have elected to utilize the short-term lease exemption. Lease expense for variable lease payments, where the timing or amount of the payment is not fixed, are recognized when the obligation is incurred. Variable lease payments generally arise in our net lease arrangements where executory and other lease-related costs are billed to Itron when incurred by the lessor. Goodwill and Intangible Assets Goodwill and intangible assets may result from our business acquisitions. Intangible assets may also result from the purchase of assets and intellectual property in a transaction that does not qualify as a business combination. We use estimates, including estimates of useful lives of intangible assets, the amount and timing of related future cash flows, and fair values of the related operations, in determining the value assigned to goodwill and intangible assets. Our finite-lived intangible assets are amortized over their estimated useful lives based on estimated discounted cash flows, generally three years to 10 years for core-developed technology and customer contracts and relationships. Finite-lived intangible assets are tested for impairment at the asset group level when events or changes in circumstances indicate the carrying value may not be recoverable. Indefinite-lived intangible assets are tested for impairment annually, when events or changes in circumstances indicate the asset may be impaired, or when their useful lives are determined to be no longer indefinite. Goodwill is assigned to our reporting units based on the expected benefit from the synergies arising from each business combination, determined by using certain financial metrics, including the forecasted discounted cash flows associated with each reporting unit. Each reporting unit corresponds with its respective operating segment. We test goodwill for impairment each year as of October 1, or more frequently should a significant impairment indicator occur. As part of the impairment test, we may elect to perform an assessment of qualitative factors. If this qualitative assessment indicates that it is more likely than not that the fair value of a reporting unit, including goodwill, is less than its carrying amount, or if we elect to bypass the qualitative assessment, we would then proceed with the quantitative impairment test. The impairment test involves comparing the fair values of the reporting units to their carrying amounts. If the carrying amount of a reporting unit exceeds its fair value, we first evaluate the long-lived assets within the reporting unit for impairment and then recognize goodwill impairment loss in an amount equal to any excess. Determining the fair value of a reporting unit is judgmental in nature and involves the use of significant estimates and assumptions. We forecast discounted future cash flows at the reporting unit level using risk-adjusted discount rates and estimated future revenues and operating costs, which take into consideration factors such as existing backlog, expected future orders, supplier contracts, and expectations of competitive and economic environments. We also identify similar publicly traded companies and develop a correlation, referred to as a multiple, to apply to the operating results of the reporting units. These combined fair values are then reconciled to the aggregate market value of our common stock on the date of valuation, while considering a reasonable control premium. Contingencies A loss contingency is recognized if it is probable that an asset has been impaired or a liability has been incurred, and the amount of the loss can be reasonably estimated. We evaluate, among other factors, the degree of probability of an unfavorable outcome and our ability to make a reasonable estimate of the amount of the ultimate loss. Loss contingencies that we determine to be reasonably possible, but not probable, are disclosed but not recognized. Legal costs to defend against contingent liabilities are recognized as incurred. Bonus We have various employee bonus plans, which provide award amounts for the achievement of financial and nonfinancial targets. If management determines it is probable that the discretionary targets will be achieved and the amounts can be reasonably estimated, a compensation accrual is recognized based on the proportional achievement of the financial and nonfinancial targets. In addition, management or the Board of Directors may decide to grant monetary bonus awards, at their discretion, and accrue such awards when it becomes probable they will be paid. Warranty We offer standard warranties on our hardware products and large application software products. We accrue the estimated cost of new product warranties based on historical and projected product performance trends and costs during the warranty period. Testing of new products in the development stage helps identify and correct potential warranty issues prior to manufacturing. Quality control efforts during manufacturing reduce our exposure to warranty claims. When testing or quality control efforts fail to detect a fault in one of our products, we may experience an increase in warranty claims. We track warranty claims to identify potential warranty trends. If an unusual trend is noted, an additional warranty accrual would be recognized if a failure event is probable and the cost can be reasonably estimated. When new products are introduced, our process relies on historical averages of similar products until sufficient data is available. As actual experience on new products becomes available, it is used to modify the historical averages to ensure the expected warranty costs are within a range of likely outcomes. Management regularly evaluates the sufficiency of the warranty provisions and makes adjustments when necessary. The long-term warranty balance includes estimated warranty claims beyond one year. Warranty expense is classified within cost of revenues. Restructuring We recognize a liability for costs associated with an exit or disposal activity under a restructuring project in the period in which the liability is incurred. Employee termination benefits considered postemployment benefits are accrued when the obligation is probable and estimable, such as benefits stipulated by human resource policies and practices or statutory requirements. If the employee must provide future service, such benefits are recognized ratably over the future service period. For contract termination costs, we recognize a liability upon the termination of a contract in accordance with the contract terms or the cessation of the use of the rights conveyed by the contract, whichever occurs later. Asset impairments associated with a restructuring project are determined at the asset group level. An impairment may be recognized for assets that are to be abandoned, are to be sold for less than net book value, or are held for sale in which the estimated proceeds less costs to sell are less than the net book value. We may also recognize impairment on an asset group, which is held and used, when the carrying value is not recoverable and exceeds the asset group's fair value. If an asset group is considered a business, a portion of our goodwill balance is allocated to it based on relative fair value. If the sale of an asset group under a restructuring project results in proceeds that exceed the net book value of the asset group, the resulting gain is recognized within restructuring expense in the Consolidated Statements of Operations. Defined Benefit Pension Plans We sponsor both funded and unfunded defined benefit pension plans for certain international employees. We recognize a liability for the projected benefit obligation in excess of plan assets. We recognize an asset when plan assets exceed the projected benefit obligation. We also recognize the funded status of our defined benefit pension plans on our Consolidated Balance Sheets and recognize as a component of OCI, net of tax, the actuarial gains or losses and prior service costs or credits, if any, which arise during the period but that are not recognized as components of net periodic benefit cost. If actuarial gains and losses exceed 10 percent of the greater of plan assets or plan liabilities, we amortize them over the employees' average future service period. Share Repurchase Plans From time to time, we may repurchase shares of Itron common stock under programs authorized by our Board of Directors. Share repurchases are made in the open market or in privately negotiated transactions and in accordance with applicable securities laws. Under applicable Washington State law, shares repurchased are retired and not displayed separately as treasury stock on the financial statements; the value of the repurchased shares is deducted from common stock. Product Revenues and Service Revenues Product revenues include sales from standard and smart meters, systems or software, and any associated implementation and installation revenue. Service revenues include sales from post-sale maintenance support, consulting, outsourcing, and managed services. Revenue Recognition The majority of our revenues consist primarily of hardware sales, but may also include the license of software, software implementation services, cloud services and Software-as-a-Service (SaaS), project management services, installation services, consulting services, post-sale maintenance support, and extended or customer-specific warranties. We account for a contract when it has approval and commitment from both parties, the rights of the parties are identified, payment terms are identified, the contract has commercial substance, and collectability of consideration is probable. In determining whether the definition of a contract has been met, we consider whether the arrangement creates enforceable rights and obligations, which involves evaluation of contractual terms that would allow for the customer to terminate the agreement. If the customer has the unilateral right to terminate the agreement without providing further consideration to us, the agreement would not be considered to meet the definition of a contract. Many of our revenue arrangements involve multiple performance obligations as our hardware and services are often sold together. Separate contracts entered into with the same customer (or related parties of the customer) at or near the same time are accounted for as a single contract when one or more of the following criteria are met: • The contracts are negotiated as a package with a single commercial objective. • The amount of consideration to be paid in one contract depends on the price or performance of the other contract: or • The goods or services promised in the contracts (or some goods or services promised in each of the contracts) are a single performance obligation. Once the contract has been defined, we evaluate whether the promises in the contract should be accounted for as more than one performance obligation. This evaluation requires significant judgment, and the decision to separate the combined or single contract into multiple performance obligations could change the amount of revenue and profit recognized in a given period. Some of our contracts contain a significant service of integrating, customizing or modifying goods or services in the contract, in which case the goods or services would be combined into a single performance obligation. It is common that we may promise to provide multiple distinct goods or services, in which case we separate the contract into more than one performance obligation. If a contract is separated into more than one performance obligation, we allocate the total transaction price to each performance obligation in an amount based on the estimated relative standalone selling prices of the promised goods or services. For goods or services where we have observable standalone sales, the observable standalone sales are used to determine the standalone selling price. For the majority of our goods and services, we do not have observable standalone sales. As a result, we estimate the standalone selling price using either the adjusted market assessment approach or the expected cost plus a margin approach. Approaches used to estimate the standalone selling price for a given good or service will maximize the use of observable inputs and considers several factors, including our pricing practices, costs to provide a good or service, the type of good or service, and availability of other transactional data, among others. We determine the estimated standalone selling prices of goods or services used in our allocation of arrangement consideration on an annual basis or more frequently if there is a significant change in our business or if we experience significant variances in our transaction prices. Many of our contracts with customers include variable consideration, which can include liquidated damage provisions, rebates and volume and early payment discounts. Some of our contracts with customers contain clauses for liquidated damages related to the timing of delivery or milestone accomplishments, which could become material in the event of failure to meet the contractual deadlines. At the inception of the arrangement and on an ongoing basis, we evaluate the probability and magnitude of having to pay liquidated damages. We estimate variable consideration using the expected value method, taking into consideration contract terms, historical customer behavior, and historical sales. In the case of liquidated damages, we also take into consideration progress towards meeting contractual milestones, including whether milestones have not been achieved, specified rates, if applicable, stated in the contract, and history of paying liquidated damages to the customer or similar customers. Variable consideration is included in the transaction price if, in our judgment, it is probable that a significant future reversal of cumulative revenue under the contract will not occur. In the normal course of business, we do not accept product returns unless the item is defective as manufactured. We establish provisions for estimated returns and warranties. In addition, we do not typically provide customers with the right to a refund. Hardware revenue is recognized at a point in time. Transfer of control is typically at the time of shipment, receipt by the customer, or, if applicable, upon receipt of customer acceptance provisions. We will recognize revenue prior to receipt of customer acceptance for hardware in cases where the customer acceptance provision is determined to be a formality. Transfer of control would not occur until receipt of customer acceptance in hardware arrangements where such provisions are subjective or where we do not have history of meeting the acceptance criteria. Perpetual software licenses are a right to use intellectual property and are recognized at a point in time. Transfer of control is at the point at which it is available to the customer to download and use or upon receipt of customer acceptance. In certain contracts, software licenses may be sold with implementation services that include a significant service of integrating, customizing or modifying the software. In these instances, the software license is combined into single performance obligation with the implementation services and recognized over time as the implementation services are performed. Hardware and software licenses (when not combined with professional services) are typically billed when shipped and revenue recognized at a point-in-time. As a result, the timing of revenue recognition and invoicing does not have a significant impact on contract assets and liabilities. Professional services, which include implementation, project management, installation, and consulting services are recognized over time. We measure progress towards satisfying these performance obligations using input methods, most commonly based on the costs incurred in relation to the total expected costs to provide the service. We expect this method to best depict our performance in transferring control of |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings Per Share The following table sets forth the computation of basic and diluted earnings (loss) per share (EPS): Year Ended December 31, In thousands, except per share data 2023 2022 2021 Net income (loss) available to common shareholders $ 96,923 $ (9,732) $ (81,255) Weighted average common shares outstanding - Basic 45,421 45,101 44,301 Dilutive effect of stock-based awards 415 — — Dilutive effect of convertible notes — — — Weighted average common shares outstanding - Diluted 45,836 45,101 44,301 Net income (loss) per common share - Basic $ 2.13 $ (0.22) $ (1.83) Net income (loss) per common share - Diluted $ 2.11 $ (0.22) $ (1.83) Stock-based Awards For stock-based awards, the dilutive effect is calculated using the treasury stock method. Under this method, the dilutive effect is computed as if the awards were exercised at the beginning of the period (or at time of issuance, if later) and assumes the related proceeds were used to repurchase our common stock at the average market price during the period. Related proceeds include the amount the employee must pay upon exercise and the future compensation cost associated with the stock award. Approximately 0.3 million, 0.7 million, and 0.5 million stock-based awards were excluded from the calculation of diluted EPS for the years ended December 31, 2023, 2022, and 2021, because they were anti-dilutive. These stock-based awards could be dilutive in future periods. Convertible Notes and Warrants For our convertible notes issued in March 2021, the dilutive effect is calculated using the if-converted method. We are required, pursuant to the indenture governing our convertible notes, to settle the principal amount of the convertible notes in cash and may elect to settle the remaining conversion obligation (stock price in excess of conversion price) in cash, shares, or a combination thereof. Under the if-converted method, we include the number of shares required to satisfy the remaining conversion obligation, assuming all the convertible notes were converted. The average quarterly closing prices of our common stock for the year ended December 31, 2023 were used as the basis for determining the dilutive effect on EPS. The quarterly average closing prices for our common stock did not exceed the conversion price of $126.00, and therefore all associated shares were anti-dilutive. In conjunction with the issuance of the convertible notes, we sold warrants to purchase 3.7 million shares of Itron common stock. The warrants have a strike price of $180.00 per share. For calculating the dilutive effect of the warrants, we use the treasury stock method. With this method, we assume exercise of the warrants at the beginning of the period, or at time of issuance if later, and the issuance of common stock upon exercise. Proceeds from the exercise of the warrants are assumed to be used to repurchase shares of our stock at the average market price during the period. The incremental shares, representing the number of shares assumed to be exercised with the warrants less the number of shares repurchased, are included in diluted weighted average common shares outstanding. For periods where the warrants strike price of $180.00 per share is greater than the average share price of Itron stock for the period, the warrants would be anti-dilutive. For the year ended December 31, 2023, the quarterly average closing prices of our common stock did not exceed the warrant strike price and therefore 3.7 million shares were considered anti-dilutive. Convertible Note Hedge Transactions In connection with the issuance of the convertible notes, we entered into privately negotiated call option contracts on our common stock (the convertible note hedge transactions) with certain commercial banks (the counterparties). The convertible note hedge transactions cover, subject to anti-dilution adjustments substantially similar to those in the convertible notes, approximately 3.7 million shares of our common stock, the same number of shares initially underlying the convertible notes, at a strike price of approximately $126.00, subject to customary adjustments. The convertible note hedge transactions will expire upon the maturity of the convertible notes, subject to earlier exercise or termination. Exercise of the convertible note hedge transactions would reduce the number of shares of our common stock outstanding and therefore would be anti-dilutive. |
Certain Balance Sheet Component
Certain Balance Sheet Components | 12 Months Ended |
Dec. 31, 2023 | |
Balance Sheet Related Disclosures [Abstract] | |
Certain Balance Sheet Components | Certain Balance Sheet Components A summary of accounts receivable from contracts with customers is as follows: Accounts receivable, net In thousands December 31, 2023 December 31, 2022 Trade receivables (net of allowance of $738 and $4,863) $ 272,890 $ 249,771 Unbilled receivables 30,931 30,664 Total accounts receivable, net $ 303,821 $ 280,435 Allowance for credit losses account activity Year Ended December 31, In thousands 2023 2022 2021 Beginning balance $ 4,863 $ 5,730 $ 1,312 Provision for (release of) doubtful accounts, net (120) (258) 4,636 Accounts written-off (4,115) (492) (107) Effect of change in exchange rates 110 (117) (111) Ending balance $ 738 $ 4,863 $ 5,730 Inventories In thousands December 31, 2023 December 31, 2022 Raw materials $ 213,303 $ 182,118 Work in process 17,849 8,386 Finished goods 52,534 38,197 Total inventories $ 283,686 $ 228,701 Property, plant, and equipment, net In thousands December 31, 2023 December 31, 2022 Machinery and equipment $ 318,546 $ 306,699 Computers and software 126,149 119,670 Buildings, furniture, and improvements 126,041 130,301 Land 7,846 8,566 Construction in progress, including purchased equipment 24,316 19,403 Total cost 602,898 584,639 Accumulated depreciation (474,092) (444,516) Property, plant, and equipment, net $ 128,806 $ 140,123 Depreciation expense Year Ended December 31, In thousands 2023 2022 2021 Depreciation expense $ 36,845 $ 41,046 $ 48,352 |
Intangible Assets and Liabiliti
Intangible Assets and Liabilities | 12 Months Ended |
Dec. 31, 2023 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |
Intangible Assets and Liabilities | Intangible Assets and Liabilities The gross carrying amount and accumulated amortization (accretion) of our intangible assets and liabilities, other than goodwill, were as follows: December 31, 2023 December 31, 2022 In thousands Gross Accumulated Net Gross Accumulated Net Intangible Assets Core-developed technology $ 502,010 $ (499,571) $ 2,439 $ 498,601 $ (492,782) $ 5,819 Customer contracts and relationships 329,688 (287,653) 42,035 322,360 (265,503) 56,857 Trademarks and trade names 73,461 (71,740) 1,721 72,156 (70,101) 2,055 Other 12,019 (11,932) 87 12,017 (11,807) 210 Total intangible assets $ 917,178 $ (870,896) $ 46,282 $ 905,134 $ (840,193) $ 64,941 Intangible Liabilities Customer contracts and relationships $ (23,900) $ 23,900 $ — $ (23,900) $ 23,900 $ — A summary of intangible assets and liabilities activity is as follows: Year Ended December 31, In thousands 2023 2022 Intangible assets, gross beginning balance $ 905,134 $ 928,422 Effect of change in exchange rates 12,044 (23,288) Intangible assets, gross ending balance $ 917,178 $ 905,134 Intangible liabilities, gross beginning balance $ (23,900) $ (23,900) Effect of change in exchange rates — — Intangible liabilities, gross ending balance $ (23,900) $ (23,900) Assumed intangible liabilities reflect the present value of the projected cash outflows for an existing contract where remaining costs were expected to exceed projected revenues. Estimated future annual amortization is as follows: Year Ending December 31, Estimated Annual Amortization In thousands 2024 $ 15,164 2025 14,403 2026 10,369 2027 5,636 2028 181 Thereafter 529 Total intangible assets subject to amortization $ 46,282 Amortization Expense Year Ended December 31, In thousands 2023 2022 2021 Amortization expense $ 18,918 $ 25,717 $ 35,801 We have recognized amortization expense within operating expenses in the Consolidated Statements of Operations. These expenses relate to intangible assets acquired and liabilities assumed as part of business combinations. |
Goodwill
Goodwill | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | Goodwill The following table reflects changes in the carrying amount of goodwill for the years ended December 31, 2023 and 2022: In thousands Device Solutions Networked Solutions Outcomes Total Company Goodwill balance at January 1, 2022 $ 39,377 $ 918,005 $ 141,593 $ 1,098,975 Adjustment to goodwill acquired — (23) — (23) Goodwill impairment (38,480) — — (38,480) Effect of change in exchange rates (897) (18,095) (2,759) (21,751) Goodwill balance at December 31, 2022 — 899,887 138,834 1,038,721 Effect of change in exchange rates — 11,960 1,823 13,783 Goodwill balance at December 31, 2023 $ — $ 911,847 $ 140,657 $ 1,052,504 The accumulated goodwill impairment losses at December 31, 2023 and 2022 were $714.9 million. The goodwill impairment losses were originally recognized in 2011, 2013, and 2022. On October 12, 2021, we completed the acquisition of 100% of the shares of SELC Group Limited (SELC), a private limited company incorporated in Ireland. The purchase resulted in the recognition of $5.4 million in goodwill allocated to our Networked Solutions segment. During the year ended December 31, 2022, an immaterial adjustment was recorded to the goodwill acquired. During the second quarter of 2022, as the result of increases in raw material, component, labor and other costs, coupled with a decrease in forecasted revenue within the Device Solutions operating segment and reporting unit, we performed an interim goodwill impairment test. At the conclusion of the test, a goodwill impairment of $38.5 million was recognized in our Corporate unallocated segment as of June 30, 2022. We test goodwill for impairment each year as of October 1. Changes in market demand, fluctuations in the markets in which we operate, the volatility and decline in the worldwide equity markets, and a decline in our market capitalization could unfavorably impact the remaining carrying value of our goodwill, which could have a significant effect on our current and future results of operations and financial position. Based on the results of the annual impairment testing for our reporting units performed as of October 1, 2023, no adjustments to the carrying value of goodwill were required. Refer to Note 1: Summary of Significant Accounting Policies for further details regarding the annual goodwill impairment process. |
Debt
Debt | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Debt | Debt The components of our borrowings were as follows: In thousands December 31, 2023 December 31, 2022 Credit facility Multicurrency revolving line of credit $ — $ — Convertible notes 460,000 460,000 Total debt 460,000 460,000 Less: unamortized prepaid debt fees - convertible notes 5,173 7,474 Long-term debt, net $ 454,827 $ 452,526 Credit Facility Our current credit facility, originally entered on January 5, 2018 (as amended, the 2018 credit facility), originally provided for committed credit facilities in the amount of $1.2 billion U.S. dollars. This facility now consists of a multicurrency revolving line of credit (the revolver) with a principal amount of up to $500 million. The revolver also contains a $300 million standby letter of credit sub-facility and a $50 million swingline sub-facility. The $650 million U.S. dollar term loan (the term loan) included in the original facility was fully repaid in August 2021. The 2018 credit facility permits us and certain of our foreign subsidiaries to borrow in U.S. dollars, euros, or, with lender approval, other currencies readily convertible into U.S. dollars. All obligations under the 2018 credit facility are guaranteed by Itron, Inc. and material U.S. domestic subsidiaries and are secured by a pledge of substantially all of the assets of Itron, Inc. and material U.S. domestic subsidiaries. This includes a pledge of 100% of the capital stock of material U.S. domestic subsidiaries and up to 66% of the voting stock (100% of the non-voting stock) of first-tier foreign subsidiaries. In addition, the obligations of any foreign subsidiary who is a foreign borrower, as defined by the 2018 credit facility, are guaranteed by the foreign subsidiary and by its direct and indirect foreign parents. The 2018 credit facility includes debt covenants, which contain certain financial thresholds and place certain restrictions on the incurrence of debt, investments, and the issuance of dividends. We were in compliance with the debt covenants under the 2018 credit facility at December 31, 2023. Under the 2018 credit facility, we elect applicable market interest rates for both the term loan and any outstanding revolving loans. We also pay an applicable margin, which is based on our total net leverage ratio as defined in the credit agreement. The applicable rates per annum may be based on either: (1) the LIBOR rate or EURIBOR rate (subject to a floor of 0%), plus an applicable margin, or (2) the Alternate Base Rate, plus an applicable margin. The Alternate Base Rate election is equal to the greatest of three rates: (i) the prime rate, (ii) the Federal Reserve effective rate plus 0.50%, or (iii) one-month LIBOR plus 1.00%. The cessation of LIBOR occurred in June 2023 . On November 23, 2022, we amended the 2018 credit facility to replace the LIBOR rate with the Term Secured Overnight Financing Rate (SOFR) as the base interest rate. On February 21, 2023, we entered into a sixth amendment to the 2018 credit facility. This amendment modified debt covenant provisions to allow for the addback of non-recurring cash expenses related to restructuring charges incurred during the quarter ended March 31, 2023. On October 13, 2023, we entered into a seventh amendment to extend the maturity date to October 18, 2026. However, that date may be advanced to December 14, 2025 if Itron does not settle or extend a sufficient portion of outstanding convertible notes detailed in the amendment. In addition, the amendment revises the interest cost, as follows: Total Net Leverage Ratio Interest Cost Commitment Fee Greater than 4.00 SOFR + 250 bps 40 bps 3.51 to 4.00 SOFR + 225 bps 35 bps 2.51 to 3.50 SOFR + 200 bps 30 bps Less than or equal to 2.50 SOFR + 175 bps 25 bps At December 31, 2023, there were no outstanding loan balances under the credit facility, and $59.1 million was utilized by outstanding standby letters of credit, resulting in $440.9 million available for additional borrowings or standby letters of credit within the revolver. At December 31, 2023 , $240.9 million was available for additional standby letters of credit under the letter of credit sub-facility, and no amounts were outstanding under the swingline sub-facility. Convertible Notes On March 12, 2021, we closed the sale of the convertible notes in a private placement to qualified institutional buyers, resulting in net proceeds to us of $448.5 million after deducting initial purchasers' discounts of the offering. The convertible notes do not bear regular interest, and the principal amount does not accrete. The convertible notes will mature on March 15, 2026, unless earlier repurchased, redeemed, or converted in accordance with their terms. No sinking fund is provided for the convertible notes. The initial conversion rate of the convertible notes is 7.9365 shares of our common stock per $1,000 principal amount of notes, which is equivalent to an initial conversion price of approximately $126.00 per share. The conversion rate of the convertible notes is subject to adjustment upon the occurrence of certain specified events. In addition, upon the occurrence of a make-whole fundamental change (as defined in the indenture governing the convertible notes) or upon a notice of redemption, we will, in certain circumstances, increase the conversion rate for a holder that elects to convert its convertible notes in connection with such make-whole fundamental change or notice of redemption, as the case may be. Prior to the close of business on the business day immediately preceding December 15, 2025, the convertible notes are convertible at the option of the holders only under the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on June 30, 2021 (and only during such calendar quarter), if the last reported sale price of the common stock for at least 20 trading days (whether or not consecutive) during the period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; (2) during the five business-day period after any five consecutive trading-day period (the measurement period) in which the trading price per $1,000 principal amount of convertible notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the common stock and the conversion rate on each such trading day; (3) upon the occurrence of specified corporate events; or (4) upon redemption by us. On or after December 15, 2025, until the close of business on the second scheduled trading day immediately preceding March 15, 2026, holders of the convertible notes may convert all or a portion of their notes at any time. Upon conversion, we will pay cash up to the aggregate principal amount of convertible notes to be converted and pay and/or deliver, as the case may be, cash, shares of common stock or a combination of cash and shares of common stock, at our election, in respect of the remainder, if any, of our conversion obligation in excess of the aggregate principal amount of the convertible notes being converted. On or after March 20, 2024 and prior to December 15, 2025, we may redeem for cash all or part of the convertible notes, at our option, if the last reported sales price of common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive), including the trading day immediately preceding the date on which we provide notice of redemption, during any 30 consecutive trading days ending on, and including, the trading day immediately before the date we send the related notice of the redemption. The redemption price of each convertible note to be redeemed will be the principal amount of such note, plus accrued and unpaid special interest, if any. Upon the occurrence of a fundamental change (as defined in the indenture governing the convertible notes), subject to a limited exception described in the indenture governing the convertible notes, holders may require us to repurchase all or a portion of their notes for cash at a price equal to plus accrued and unpaid special interest to, but not including, the fundamental change repurchase date (as defined in the indenture governing the convertible notes). The convertible notes are senior unsecured obligations and rank equally in right of payment with all of our existing and future unsubordinated debt and senior in right of payment to any future debt that is expressly subordinated in right of payment to the convertible notes. The convertible notes will be effectively subordinated to any of our existing and future secured debt to the extent of the assets securing such indebtedness. The convertible notes will be structurally subordinated to all existing debt and any future debt and any other liabilities of our subsidiaries. Debt Maturities The amount of required minimum principal payments on our long-term debt in aggregate over the next five years is as follows: Year Ending December 31, Minimum Payments In thousands 2024 $ — 2025 — 2026 460,000 2027 — 2028 — Thereafter — Total minimum payments on debt $ 460,000 |
Derivative Financial Instrument
Derivative Financial Instruments | 12 Months Ended |
Dec. 31, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Financial Instruments | Derivative Financial Instruments As part of our risk management strategy, we use derivative instruments to hedge certain foreign currency and interest rate exposures. Refer to Note 1: Summary of Significant Accounting Policies, Note 14: Shareholders' Equity, and Note 15: Fair Value of Financial Instruments for additional disclosures on our derivative instruments. Derivatives Not Designated as Hedging Relationships We are also exposed to foreign exchange risk when we enter into non-functional currency transactions, both intercompany and third party. At each period-end, non-functional currency monetary assets and liabilities are revalued with the change recognized within other income (expense) in our Consolidated Statements of Operations. We enter into monthly foreign exchange forward contracts, which are not designated for hedge accounting, with the intent to reduce earnings volatility associated with currency exposures. As of December 31, 2023, a total of 42 contracts were offsetting our exposures from the euro, pound sterling, Indonesian rupiah, Canadian dollar, Australian dollar, and various other currencies, with notional amounts ranging from $117,000 to $23.4 million. We will continue to monitor and assess our interest rate and foreign exchange risk and may institute additional derivative instruments to manage such risk in the future. |
Defined Benefit Pension Plans
Defined Benefit Pension Plans | 12 Months Ended |
Dec. 31, 2023 | |
Retirement Benefits [Abstract] | |
Defined Benefit Pension Plans | Defined Benefit Pension Plans We sponsor both funded and unfunded defined benefit pension plans offering death and disability, retirement, and special termination benefits for certain of our international employees, primarily in Germany, France, India, and Indonesia. The defined benefit obligation is calculated annually by using the projected unit credit method. The measurement date for the pension plans was December 31, 2023. The following tables set forth the components of the changes in benefit obligations and fair value of plan assets : Year Ended December 31, In thousands 2023 2022 Change in benefit obligation: Benefit obligation at January 1, $ 69,739 $ 112,073 Service cost 2,450 2,908 Interest cost 2,861 1,676 Actuarial gain (loss) 1,682 (23,682) Benefits paid (2,950) (2,753) Foreign currency exchange rate changes 2,819 (7,162) Curtailment (114) (225) Settlement (217) (1,499) Release for divestiture — (11,081) Other — (516) Benefit obligation at December 31, $ 76,270 $ 69,739 Change in plan assets: Fair value of plan assets at January 1, $ 8,662 $ 9,609 Actual return on plan assets 724 (4) Company contributions 254 217 Benefits paid (283) (278) Foreign currency exchange rate changes 401 (655) Settlement — (227) Other (918) — Fair value of plan assets at December 31, 8,840 8,662 Net pension benefit obligation at fair value $ 67,430 $ 61,077 Amounts recognized on the Consolidated Balance Sheets consist of: December 31, In thousands 2023 2022 Assets Plan assets in other long-term assets $ 80 $ 162 Liabilities Current portion of pension benefit obligation in wages and benefits payable $ 3,623 $ 3,400 Long-term portion of pension benefit obligation 63,887 57,839 Pension benefit obligation, net $ 67,430 $ 61,077 Amounts recognized in OCI (pre-tax) are as follows: Year Ended December 31, In thousands 2023 2022 2021 Net actuarial (gain) loss $ 1,568 $ (24,316) $ (14,565) Settlement 7 (166) 2 Curtailment 114 20 557 Plan asset (gain) loss (369) 316 38 Amortization of net actuarial gain (loss) 65 (1,490) (2,183) Amortization of prior service cost (57) (70) (71) Other 918 481 101 Other comprehensive (income) loss $ 2,246 $ (25,225) $ (16,121) If actuarial gains and losses exceed 10 percent of the greater of plan assets or plan liabilities, we amortize them over the employees' average future service period. The estimated net actuarial gain and prior service cost that will be amortized from AOCI into net periodic benefit cost during 2024 is $0.2 million. Net periodic pension benefit cost for our plans include the following components: Year Ended December 31, In thousands 2023 2022 2021 Service cost $ 2,450 $ 2,908 $ 4,479 Interest cost 2,861 1,676 1,383 Expected return on plan assets (355) (312) (346) Amortization of prior service costs 57 70 71 Amortization of actuarial net (gain) loss (65) 1,490 2,183 Settlement (7) 166 (2) Curtailment (114) (20) (557) Net periodic benefit cost $ 4,827 $ 5,978 $ 7,211 The components of net periodic benefit cost, other than the service cost component, are included in total other income (expense) on the Consolidated Statements of Operations. The significant actuarial weighted average assumptions used in determining the benefit obligations and net periodic benefit cost for our benefit plans are as follows: Year Ended December 31, 2023 2022 2021 Actuarial assumptions used to determine benefit obligations at end of period: Discount rate 3.74 % 4.14 % 1.66 % Expected annual rate of compensation increase 4.41 % 4.26 % 3.88 % Actuarial assumptions used to determine net periodic benefit cost for the period: Discount rate 4.14 % 1.93 % 1.10 % Expected rate of return on plan assets 3.99 % 3.45 % 3.45 % Expected annual rate of compensation increase 4.26 % 3.88 % 3.68 % We determine a discount rate for our plans based on the estimated duration of each plan's liabilities. For euro denominated defined benefit pension plans, which represent 84% of our projected benefit obligation, we use discount rates with consideration of the duration of each of the plans, using a hypothetical yield curve developed from euro-denominated AA-rated corporate bond issues. These bonds are assigned different weights to adjust their relative influence on the yield curve, and the highest and lowest yielding 10% of bonds are excluded within each maturity group. The discount rate used was 3.25%. Our expected rate of return on plan assets is derived from a study of actual historic returns achieved and anticipated future long-term performance of plan assets, specific to plan investment asset category. While the study primarily gives consideration to recent insurers' performance and historical returns, the assumption represents a long-term prospective return. The total accumulated benefit obligation for our defined benefit pension plans was $68.8 million and $63.2 million at December 31, 2023 and 2022. The total obligations and fair value of plan assets for plans with projected benefit obligations and accumulated benefit obligations exceeding the fair value of plan assets are as follows: In thousands December 31, 2023 2022 Projected benefit obligation $ 75,182 $ 68,799 Accumulated benefit obligation 68,022 62,503 Fair value of plan assets 7,672 7,560 Our asset investment strategy focuses on maintaining a portfolio using primarily insurance funds, which are accounted for as investments and measured at fair value, in order to achieve our long-term investment objectives on a risk adjusted basis. Our general funding policy for these qualified pension plans is to contribute amounts sufficient to satisfy regulatory funding standards of the respective countries for each plan. The fair values of our plan investments by asset category are as follows: Total Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Unobservable Inputs (Level 3) In thousands December 31, 2023 Cash $ — $ — $ — Insurance funds 8,840 — 8,840 Total fair value of plan assets $ 8,840 $ — $ 8,840 In thousands December 31, 2022 Cash $ 857 $ 857 $ — Insurance funds 7,805 — 7,805 Total fair value of plan assets $ 8,662 $ 857 $ 7,805 The following tables present a reconciliation of Level 3 assets held during the years ended December 31, 2023 and 2022: In thousands Balance at January 1, 2023 Net Realized and Unrealized Gains Net Purchases, Issuances, Settlements, and Other Effect of Foreign Currency Balance at December 31, 2023 Insurance funds $ 7,805 $ 727 $ (67) $ 375 $ 8,840 In thousands Balance at January 1, 2022 Net Realized and Unrealized Gains/(Loss) Net Purchases, Issuances, Settlements, and Other Effect of Foreign Currency Balance at December 31, 2022 Insurance funds $ 8,534 $ (14) $ (165) $ (550) $ 7,805 As the plan assets and contributions are not significant to our total company assets, no further disclosures are considered material. Annual benefit payments for the next 10 years, including amounts to be paid from our assets for unfunded plans and reflecting expected future service, as appropriate, are expected to be paid as follows: Year Ending December 31, Estimated Annual Benefit Payments In thousands 2024 $ 4,088 2025 4,203 2026 4,191 2027 4,656 2028 4,753 2029-2033 28,547 |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement, Noncash Expense [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation We grant stock-based compensation awards, including restricted stock units, phantom stock, and unrestricted stock units, under the Second Amended and Restated 2010 Stock Incentive Plan (Stock Incentive Plan). Prior to December 31, 2020, stock options were also granted as part of the stock-based compensation awards. In the Stock Incentive Plan, we have 10,357,273 shares of common stock authorized for issuance subject to stock splits, dividends, and other similar events, and at December 31, 2023, 1,843,272 shares were available for grant. The reduction in shares available for grant from prior periods is largely attributed to the shares held in Itron's INS share pool, which expired August 21, 2023. We issue new shares of common stock upon the exercise of stock options or when vesting conditions on restricted stock units are fully satisfied. These shares are subject to a fungible share provision such that the authorized share available for grant is reduced by (i) one share for every one share subject to a stock option or share appreciation right granted under the Plan and (ii) 1.7 shares for every one share of common stock that was subject to an award other than an option or share appreciation right. We also award phantom stock units, which are settled in cash upon vesting and accounted for as liability-based awards, with no impact to the shares available for grant. In addition, we maintain the Employee Stock Purchase Plan (ESPP), for which 520,200 shares of common stock were available for future issuance at December 31, 2023. In May 2023, the shareholders authorized, via a proxy approval, the reallocation of 500,000 reserved shares from the shares available for grant in the Stock Incentive Plan to the ESPP. ESPP activity and stock-based grants other than stock options and restricted stock units were not significant for the years ended December 31, 2023, 2022, and 2021. Stock-Based Compensation Expense Total stock-based compensation expense and the related tax benefit were as follows : Year Ended December 31, In thousands 2023 2022 2021 Stock options $ 103 $ 891 $ 1,371 Restricted stock units 27,189 20,038 21,391 Unrestricted stock awards 1,065 952 856 Phantom stock units 5,025 1,315 3,242 Total stock-based compensation $ 33,382 $ 23,196 $ 26,860 Related tax benefit $ 6,928 $ 5,371 $ 4,991 Stock Options A summary of our stock option activity is as follows: Shares Weighted Average Exercise Price per Share Weighted Average Remaining Contractual Life Aggregate Intrinsic Value Weighted Average Grant Date Fair Value In thousands Years In thousands Outstanding, January 1, 2021 433 $ 61.95 6.9 $ 14,697 Granted — — $ — Exercised (34) 67.21 1,215 Forfeited (6) 83.33 Outstanding, December 31, 2021 393 $ 61.18 5.9 $ 4,737 Granted — — $ — Exercised (1) 45.90 4 Forfeited (2) 87.27 Canceled (9) 80.00 Outstanding, December 31, 2022 381 $ 60.63 4.8 $ 1,892 Granted — — $ — Exercised (18) 45.96 397 Forfeited — — Canceled — — Outstanding and Exercisable, December 31, 2023 363 $ 61.36 4.0 $ 5,886 At December 31, 2023, all stock-based compensation expense related to nonvested stock options has been recognized. Restricted Stock Units The following table summarizes restricted stock unit activity: Number of Restricted Stock Units Weighted Average Grant Date Fair Value Aggregate Intrinsic Value In thousands In thousands Outstanding, January 1, 2021 544 $ 71.79 Granted 230 97.66 Released (1) (293) $ 20,639 Forfeited (51) Outstanding, December 31, 2021 430 $ 85.77 Granted 391 53.33 Released (1) (227) $ 18,169 Forfeited (66) Outstanding, December 31, 2022 528 $ 66.39 Granted 497 56.89 Released (1) (242) 71.64 $ 13,974 Forfeited (32) 61.59 Outstanding, December 31, 2023 751 $ 58.89 Vested but not released, December 31, 2023 15 $ 75.51 $ 1,159 ( 1 ) Shares released is presented as gross shares and does not reflect shares withheld by us for employee payroll tax obligations. At December 31, 2023, total unrecognized compensation expense on restricted stock units was $32.0 million, which is expected to be recognized over a weighted average period of approximately 1.8 years. The weighted average assumptions used to estimate the fair value of performance-based restricted stock units granted with a service and market condition and the resulting weighted average fair value are as follows: Year Ended December 31, 2023 2022 2021 Expected volatility 46.0 % 55.7 % 54.2 % Risk-free interest rate 4.6 % 1.7 % 0.4 % Expected term (years) 1.9 2.9 1.9 Weighted average fair value $ 73.41 $ 57.88 $ 77.65 Phantom Stock Units The following table summarizes phantom stock unit activity: Number of Phantom Stock Units Weighted Aggregate Intrinsic Value In thousands In thousands Outstanding, January 1, 2021 82 $ 73.13 Granted 35 96.49 Released (41) $ 4,100 Forfeited (7) Outstanding, December 31, 2021 69 $ 85.47 Granted 59 53.07 Released (34) $ 1,780 Forfeited (9) Outstanding, December 31, 2022 85 $ 66.46 Granted 77 56.52 Released (43) 69.85 $ 2,511 Forfeited (4) 66.19 Outstanding, December 31, 2023 115 $ 58.58 At December 31, 2023, total unrecognized compensation expense on phantom stock units was $4.4 million, which is expected to be recognized over a weighted average period of approximately 1.7 years. As of December 31, 2023 and 2022, we have recognized a phantom stock liability of $4.4 million and $1.7 million within wages and benefits payable in the Consolidated Balance Sheets. |
Defined Contribution Plans
Defined Contribution Plans | 12 Months Ended |
Dec. 31, 2023 | |
Defined Contribution [Abstract] | |
Defined Contribution Plans | Defined Contribution Plans In the United States, United Kingdom, and certain other countries, we make contributions to defined contribution plans. For our U.S. employee savings plan, which represents a majority of our contribution expense, we provide a 75% match on the first 6% of the employee salary deferral, subject to statutory limitations. For our international defined contribution plans, we provide various levels of contributions, based on salary, subject to stipulated or statutory limitations. The expense for our defined contribution plans was as follows: Year Ended December 31, In thousands 2023 2022 2021 Defined contribution plans expense $ 16,958 $ 14,241 $ 18,287 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Beginning January 1, 2022, the Tax Cuts and Jobs Act of 2017 eliminated the option to deduct research and development expenditures currently and requires taxpayers to capitalize and amortize them over five or fifteen years, dependent upon the geography in which the expenditures are incurred. Although Congress has considered legislation that would defer, modify, or repeal the capitalization and amortization requirement, as of year-end no such deferral has been passed. The income tax provision has been prepared according to currently enacted tax legislation, including the effect of guidance issued in December 2023 that provided clarity regarding research providers and recipients. In August 2022, the Inflation Reduction Act was signed into law, which made a number of changes to the Internal Revenue Code, including adding a 1% excise tax on stock buybacks by publicly traded corporations and a 15% minimum tax on adjusted financial statement income of certain large companies. We are subject to the new 1% excise tax beginning January 1, 2023, but the amount will vary depending upon various factors. The 15% minimum tax only applies to corporations with average book income in excess of $1 billion, therefore it is not currently applicable. The Organization for Economic Cooperation and Development (OECD) guidance under the Base Erosion and Profit Shifting (BEPS) initiative aims to minimize perceived tax abuses and modernize global tax policy, including the implementation of a global minimum effective tax rate of 15%. In December 2022, the Council of the European Union adopted OECD Pillar 2 for implementation by European Union member states by December 31, 2023. Legislation is in various stages of adoption, from formal legislative proposals to passage into law, in most countries where Itron has significant operations, and is expected to take effect for calendar year 2024. The OECD continues to release more guidance on these rules and framework and we are evaluating the impact to our financial position. These enactments or amendments could adversely affect our tax rate and ultimately result in a negative impact on our operating results and cash flows. Based upon preliminary calculations for calendar year 2024, the Company anticipates it will meet the safe harbors in most jurisdictions, and any remaining top-up tax should be immaterial. The following table summarizes the provision (benefit) for U.S. federal, state, and foreign taxes on income from continuing operations: Year Ended December 31, In thousands 2023 2022 2021 Current: Federal $ 43,101 $ (2,692) $ 20,197 State and local 12,039 3,698 7,271 Foreign 8,573 25,433 12,594 Total current 63,713 26,439 40,062 Deferred: Federal (29,717) (24,167) (36,196) State and local (6,471) (4,723) (12,186) Foreign 1,071 (23,832) (12,657) Total deferred (35,117) (52,722) (61,039) Change in valuation allowance 472 20,087 (24,535) Total provision (benefit) for income taxes $ 29,068 $ (6,196) $ (45,512) The change in the valuation allowance does not include the impacts of currency translation adjustments, acquisitions, or significant intercompany transactions. Our tax provision (benefit) as a percentage of income before tax was 23%, 39%, and 37% for 2023, 2022, and 2021. A reconciliation of income taxes at the U.S. federal statutory rate of 21% to the consolidated actual tax rate is as follows: Year Ended December 31, In thousands 2023 2022 2021 Income (loss) before income taxes Domestic $ 88,258 $ (19,104) $ (91,579) Foreign 39,128 3,361 (32,231) Total income (loss) before income taxes $ 127,386 $ (15,743) $ (123,810) Expected federal income tax provision (benefit) $ 26,751 $ (3,306) $ (26,000) Divestitures — 1,578 — Change in valuation allowance 472 20,087 (24,535) Onshoring of international operations — — (10,933) Stock-based compensation 928 1,611 (2,465) Foreign earnings 3,921 (22,244) 25,738 Tax credits (11,906) (10,967) (8,988) Uncertain tax positions, including interest and penalties (57) (2,053) 6,693 Change in tax rates 106 385 (1,919) State income tax provision (benefit), net of federal effect 2,324 (2,873) (5,722) U.S. tax provision on foreign earnings 404 146 58 Nondeductible goodwill impairment — 6,375 — Local foreign taxes 509 551 667 Other, net 5,616 4,514 1,894 Total provision (benefit) from income taxes $ 29,068 $ (6,196) $ (45,512) Deferred tax assets and liabilities consist of the following: December 31, In thousands 2023 2022 Deferred tax assets Loss carryforwards (1) $ 419,327 $ 405,674 Tax credits (2) 23,441 44,790 Accrued expenses 37,609 18,774 Pension plan benefits expense 7,671 7,037 Warranty reserves 8,265 8,535 Depreciation and amortization 64,959 72,505 Equity compensation 9,362 7,061 Inventory valuation 4,883 5,356 Deferred revenue 12,264 13,346 Interest 8,228 11,721 Leases 7,173 9,543 Capitalized research costs 113,465 74,058 Other deferred tax assets, net 9,004 7,986 Total deferred tax assets 725,651 686,386 Valuation allowance (445,170) (427,423) Total deferred tax assets, net of valuation allowance 280,481 258,963 Deferred tax liabilities Depreciation and amortization (23,313) (34,909) Leases (6,064) (8,274) Other deferred tax liabilities, net (4,590) (4,631) Total deferred tax liabilities (33,967) (47,814) Net deferred tax assets $ 246,514 $ 211,149 (1) For tax return purposes at December 31, 2023, we had U.S. federal loss carryforwards of $3.6 million, which begin to expire in the year 2024. At December 31, 2023, we have net operating loss carryforwards in Luxembourg of $1.3 billion, the majority of which can be carried forward indefinitely, offset by a full valuation allowance. The remaining portion of the loss carryforwards are composed primarily of losses in various other state and foreign jurisdictions. The majority of these losses can be carried forward indefinitely. At December 31, 2023, there was a valuation allowance of $445.2 million primarily associated with foreign loss carryforwards. (2) For tax return purposes at December 31, 2023, we had: U.S. general business credits of $5.4 million, which begin to expire in 2043; and state tax credits of $41.9 million, which begin to expire in 2024. Changes in the valuation allowance for deferred tax assets are summarized as follows: Year Ended December 31, In thousands 2023 2022 2021 Balance at beginning of period $ 427,423 $ 443,593 $ 503,859 Other adjustments 17,275 (36,257) (35,731) Additions charged to costs and expenses 472 20,087 (24,535) Balance at end of period, noncurrent $ 445,170 $ 427,423 $ 443,593 We recognize valuation allowances to reduce deferred tax assets to the extent we believe it is more likely than not that a portion of such assets will not be realized. In making such determinations, we consider all available favorable and unfavorable evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax planning strategies, and our ability to carry back losses to prior years. We are required to make assumptions and judgments about potential outcomes that lie outside management's control. Our most sensitive and critical factors are the projection, source, and character of future taxable income. Although realization is not assured, management believes it is more likely than not that deferred tax assets, net of valuation allowance, will be realized. The amount of deferred tax assets considered realizable, however, could be reduced in the near term if estimates of future taxable income during the carryforward periods are reduced. We do not provide U.S. deferred taxes on temporary differences related to our foreign investments that are considered permanent in duration. These temporary differences include undistributed foreign earnings of $30.8 million and $43.0 million at December 31, 2023 and 2022. Foreign taxes have been provided on these undistributed foreign earnings. As a result of recent changes in U.S. tax legislation, any repatriation of these earnings would not result in additional U.S. federal income tax. We are subject to income tax in the United States and numerous foreign jurisdictions. Significant judgment is required in evaluating our tax positions and determining our provision for income taxes. During the ordinary course of business, there are many transactions and calculations for which the ultimate tax determination is uncertain. We establish reserves for tax-related uncertainties based on estimates of whether, and the extent to which, additional taxes will be due. These reserves are established when we believe that certain positions might be challenged despite our belief that our tax return positions are fully supportable. We adjust these reserves in light of changing facts and circumstances, such as the outcome of tax audits. The provision for income taxes includes the impact of reserve positions and changes to reserves that are considered appropriate. A reconciliation of the beginning and ending amount of unrecognized tax benefits were as follows: In thousands Total Unrecognized tax benefits at January 1, 2021 $ 135,910 Gross increase to positions in prior years 570 Gross decrease to positions in prior years (19,709) Gross increases to current period tax positions 31,456 Audit settlements — Decrease related to lapsing of statute of limitations (4,535) Effect of change in exchange rates (4,163) Unrecognized tax benefits at December 31, 2021 $ 139,529 Gross increase to positions in prior years 14,450 Gross decrease to positions in prior years (2,786) Gross increases to current period tax positions 4,702 Audit settlements — Decrease related to lapsing of statute of limitations (23,164) Effect of change in exchange rates (2,587) Unrecognized tax benefits at December 31, 2022 $ 130,144 Gross increase to positions in prior years 1,182 Gross decrease to positions in prior years (8,666) Gross increases to current period tax positions 10,967 Audit settlements (3,234) Decrease related to lapsing of statute of limitations (2,000) Effect of change in exchange rates 1,674 Unrecognized tax benefits at December 31, 2023 $ 130,067 December 31, In thousands 2023 2022 2021 The amount of unrecognized tax benefits that, if recognized, would affect our effective tax rate $ 129,591 $ 130,137 $ 139,503 If certain unrecognized tax benefits are recognized they would create additional deferred tax assets. These assets would require a full valuation allowance in certain locations based upon present circumstances. We classify interest expense and penalties related to unrecognized tax benefits and interest income on tax overpayments as components of income tax expense. The net interest and penalties expense recognized were as follows: Year Ended December 31, In thousands 2023 2022 2021 Net interest and penalties expense (benefit) $ 1,821 $ 4,665 $ (1,097) Accrued interest and penalties recognized were as follows: December 31, In thousands 2023 2022 Accrued interest $ 9,794 $ 7,575 Accrued penalties 466 567 At December 31, 2023, we are under examination by certain tax authorities. We believe we have appropriately accrued for the expected outcome of all tax matters and do not currently anticipate that the ultimate resolution of these examinations will have a material adverse effect on our financial condition, future results of operations, or cash flows. Based upon the timing and outcome of examinations, litigation, the impact of legislative, regulatory, and judicial developments, and the impact of these items on the statute of limitations, it is reasonably possible that the related unrecognized tax benefits could change from those recognized within the next twelve months. However, at this time, an estimate of the range of reasonably possible adjustments to the balance of unrecognized tax benefits cannot be made. We file income tax returns in various jurisdictions. We are subject to income tax examination by tax authorities in our major tax jurisdictions as follows: Tax Jurisdiction Years Subject to Audit U.S. federal Subsequent to 2019 France Subsequent to 2020 Germany Subsequent to 2013 United Kingdom Subsequent to 2018 Indonesia Subsequent to 2017 Italy Subsequent to 2017 While the above years are subject to audit based on the local jurisdiction's statute of limitations, tax attributes carrying over into the above years may also be adjusted upon audit. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Guarantees and Indemnifications We are often required to obtain standby letters of credit (LOCs) or bonds in support of our obligations for customer contracts. These standby LOCs or bonds typically provide a guarantee to the customer for our future performance, which usually covers the installation phase of a contract and may, on occasion, cover the operations and maintenance phase of outsourcing contracts. Our available lines of credit, outstanding standby LOCs, and bonds were as follows: December 31, In thousands 2023 2022 Credit facility Multicurrency revolving line of credit $ 500,000 $ 500,000 Standby LOCs issued and outstanding (59,059) (55,990) Net available for additional borrowings under the multicurrency revolving line of credit $ 440,941 $ 444,010 Net available for additional standby LOCs under sub-facility $ 240,941 $ 244,010 Unsecured multicurrency revolving lines of credit with various financial institutions Multicurrency revolving lines of credit $ 84,318 $ 81,781 Standby LOCs issued and outstanding (21,853) (22,530) Short-term borrowings — — Net available for additional borrowings and LOCs $ 62,465 $ 59,251 Unsecured surety bonds in force $ 271,164 $ 285,754 In the event any such standby LOC or bond were called, we would be obligated to reimburse the issuer of the standby LOC or bond; however, as of February 26, 2024, we do not believe any outstanding standby LOCs or bonds will be called. We generally provide an indemnification related to the infringement of any patent, copyright, trademark, or other intellectual property right on software or equipment within our sales contracts, which indemnifies the customer from, and pays the resulting costs, damages, and attorney's fees awarded against a customer with respect to, such a claim provided that (a) the customer promptly notifies us in writing of the claim and (b) we have the sole control of the defense and all related settlement negotiations. We may also provide an indemnification to our customers for third-party claims resulting from damages caused by the negligence or willful misconduct of our employees/agents in connection with the performance of certain contracts. The terms of our indemnifications generally do not limit the maximum potential payments. It is not possible to predict the maximum potential amount of future payments under these or similar agreements. Legal Matters We are subject to various legal proceedings and claims of which the outcomes are subject to significant uncertainty. Our policy is to assess the likelihood of any adverse judgments or outcomes related to legal matters, as well as ranges of probable losses. A determination of the amount of the liability required, if any, for these contingencies is made after an analysis of each known issue. A liability would be recognized and charged to operating expense when we determine that a loss is probable and the amount can be reasonably estimated. Additionally, we disclose contingencies for which a material loss is reasonably possible, but not probable. Warranty A summary of the warranty accrual account activity is as follows: Year Ended December 31, In thousands 2023 2022 2021 Beginning balance $ 25,698 $ 32,022 $ 41,390 New product warranties 6,665 5,061 4,848 Other adjustments and expirations, net 710 (882) 551 Claims activity (11,187) (9,719) (13,593) Warranties reclassified to held for sale — — (90) Effect of change in exchange rates 278 (784) (1,084) Ending balance 22,164 25,698 32,022 Less: current portion of warranty 14,663 18,203 18,406 Long-term warranty $ 7,501 $ 7,495 $ 13,616 Total warranty expense is classified within cost of revenues and consists of new product warranties issued, costs related to insurance and supplier recoveries, other changes and adjustments to warranties, and customer claims. On November, 2, 2021, Itron entered into an agreement to sell certain Gas product lines from our Device Solutions manufacturing and business operations in Europe and North America to Dresser Utility Solutions (Dresser). In conjunction with the business divestiture to Dresser, the related disposal group was classified as held for sale during the fourth quarter of 2021. The disposal group was removed from the balance sheet when the transaction closed on February 28, 2022. Refer to Note 18: Sale of Businesses for additional information on the transaction. Warranty expense was as follows: Year Ended December 31, In thousands 2023 2022 2021 Total warranty expense $ 7,375 $ 4,179 $ 5,399 Health Benefits We are self-insured for a substantial portion of the cost of our U.S. employee group health insurance. We purchase insurance from a third-party, which provides individual and aggregate stop-loss protection for these costs. Each reporting period, we expense the costs of our health insurance plan including paid claims, the change in the estimate of incurred but not reported (IBNR) claims, taxes, and administrative fees (collectively, the plan costs). Plan costs were as follows: Year Ended December 31, In thousands 2023 2022 2021 Plan costs $ 36,326 $ 37,942 $ 39,187 IBNR accrual, which is included in wages and benefits payable, was as follows: December 31, In thousands 2023 2022 IBNR accrual $ 3,673 $ 4,277 Our IBNR accrual and expenses may fluctuate due to the number of plan participants, claims activity, and deductible limits. For our employees located outside of the United States, health benefits are provided primarily through governmental social plans, which are funded through employee and employer tax withholding. |
Restructuring
Restructuring | 12 Months Ended |
Dec. 31, 2023 | |
Restructuring and Related Activities [Abstract] | |
Restructuring | 2023 Projects On February 23, 2023, our Board of Directors approved a restructuring plan (the 2023 Projects). The 2023 Projects include activities that continue Itron's efforts to optimize its global supply chain and manufacturing operations, sales and marketing organizations, and other overhead. These projects are expected to be substantially complete by early 2025. The total expected restructuring costs, the restructuring costs recognized, and the remaining expected restructuring costs related to the 2023 Projects were as follows: In thousands Total Expected Costs at December 31, 2023 Costs Recognized in Prior Periods Costs Recognized During the Year Ended December 31, 2023 Expected Remaining Costs to be Recognized at December 31, 2023 Employee severance costs $ 43,347 $ — $ 43,347 $ — Asset impairments & net loss (gain) on sale or disposal 1,130 — 1,130 — Other restructuring costs 7,226 — 4,051 3,175 Total $ 51,703 $ — $ 48,528 $ 3,175 2021 Projects On October 29, 2021, our Board of Directors approved a restructuring plan (the 2021 Projects), which in conjunction with the announcement of the sale of certain Gas product lines from our Device Solutions manufacturing and business operations in Europe and North America to Dresser (refer to Note 18: Sale of Businesses), includes activities to drive reductions in certain locations and functional support areas. These projects are expected to be substantially complete by the end of 2024. The total expected restructuring costs, the restructuring costs recognized, and the remaining expected restructuring costs related to the 2021 Projects were as follows: In thousands Total Expected Costs at December 31, 2023 Costs Recognized in Prior Periods Adjustments Recognized During the Year Ended December 31, 2023 Expected Remaining Costs to be Recognized at December 31, 2023 Employee severance costs $ 34,821 $ 38,359 $ (3,538) $ — Asset impairments & net loss (gain) on sale or disposal 8,379 8,599 (220) — Other restructuring costs 5,479 3,084 645 1,750 Total $ 48,679 $ 50,042 $ (3,113) $ 1,750 2020 Projects In September 2020, our Board of Directors approved a restructuring plan (the 2020 Projects), which includes activities that continue our efforts to optimize our global supply chain and manufacturing operations, sales and marketing organizations, and other overhead. These projects were substantially complete by the end of 2023. The total expected restructuring costs, the restructuring costs recognized, and the remaining expected restructuring costs related to the 2020 Projects were as follows: In thousands Total Expected Costs at December 31, 2023 Costs Recognized in Prior Periods Adjustments Recognized During the Year Ended December 31, 2023 Expected Remaining Costs to be Recognized at December 31, 2023 Employee severance costs $ 18,524 $ 20,382 $ (1,858) $ — Asset impairments & net loss (gain) on sale or disposal 5,940 6,465 (525) — Other restructuring costs 8,298 7,341 957 — Total $ 32,762 $ 34,188 $ (1,426) $ — The following table summarizes the activity within the restructuring related balance sheet accounts for the 2023 Projects, the 2021 Projects, and the 2020 Projects during the year ended December 31, 2023: In thousands Accrued Employee Severance Asset Impairments & Net Loss (Gain) on Sale or Disposal Other Accrued Costs Total Beginning balance, January 1, 2023 $ 39,558 $ — $ 2,886 $ 42,444 Costs charged to expense 37,951 385 5,653 43,989 Cash payments (11,618) (12) (4,893) (16,523) Cash receipts — 4,211 — 4,211 Net assets disposed and impaired — (4,584) — (4,584) Effect of change in exchange rates 2,807 — 32 2,839 Ending balance, December 31, 2023 $ 68,698 $ — $ 3,678 $ 72,376 Asset impairments are determined at the asset group level. Revenues and net operating income from the activities we have exited or will exit under the restructuring projects are not material to our operating segments or consolidated results. Certain of Itron's employees are represented by unions or works councils, which requires consultation, and potential restructuring projects may be subject to regulatory approval, both of which could impact the timing of planned savings in certain jurisdictions. Other restructuring costs include expenses for employee relocation, professional fees associated with employee severance, costs to exit the facilities once the operations in those facilities have ceased, and other costs associated with the liquidation of any affected legal entities. Costs associated with restructuring activities are generally presented in the Consolidated Statements of Operations as restructuring, except for certain costs associated with inventory write-downs, which are classified within cost of revenues, and accelerated depreciation expense, which is recognized according to the use of the asset. Restructuring expense is recognized within the Corporate unallocated segment and does not impact the results of our operating segments. The current portions of restructuring liabilities were $21.0 million and $14.5 million as of December 31, 2023 and 2022 and are classified within other current liabilities on the Consolidated Balance Sheets. The long-term portions of restructuring liabilities were $51.4 million and $27.9 million as of December 31, 2023 and 2022. The long-term portions of restructuring liabilities are classified within other long-term obligations on the Consolidated Balance Sheets and include severance accruals and facility exit costs. |
Shareholders' Equity
Shareholders' Equity | 12 Months Ended |
Dec. 31, 2023 | |
Stockholders' Equity Note [Abstract] | |
Shareholders' Equity | Shareholders' Equity Preferred Stock We have authorized the issuance of 10 million shares of preferred stock with no par value. In the event of a liquidation, dissolution, or winding up of the affairs of the corporation, whether voluntary or involuntary, the holders of any outstanding preferred stock would be entitled to be paid a preferential amount per share to be determined by the Board of Directors prior to any payment to holders of common stock. There was no preferred stock issued or outstanding at December 31, 2023 or 2022. Stock Repurchase Program Effective May 11, 2023, Itron's Board of Directors authorized a share repurchase up to $100 million of our common stock over an 18-month period (the 2023 Stock Repurchase Program). Repurchases will be made in the open market pursuant to the terms of any Rule 10b5-1 plans that we may enter into, and in accordance with applicable securities laws. The repurchase program is intended to comply with Rule 10b-18 promulgated under the Securities Exchange Act of 1934, as amended. Depending on market conditions and other factors, these repurchases may be commenced or suspended from time to time without prior notice. There have been no repurchases under the 2023 Stock Repurchase Program through February 26, 2024. Convertible Note Hedge Transactions We paid an aggregate amount of $84.1 million for the convertible note hedge transactions. The convertible note hedge transactions cover, subject to anti-dilution adjustments substantially similar to those in the convertible notes, approximately 3.7 million shares of our common stock, the same number of shares initially underlying the convertible notes, at a strike price of approximately $126.00, subject to customary adjustments. The convertible note hedge transactions will expire upon the maturity of the convertible notes, subject to earlier exercise or termination. The convertible note hedge transactions are expected generally to reduce the potential dilutive effect of the conversion of our convertible notes and/or offset any cash payments we are required to make in excess of the principal amount of the converted notes, as the case may be, in the event that the market price per share of our common stock, as measured under the terms of the convertible note hedge transactions, is greater than the strike price of the convertible note hedge transactions. The convertible note hedge transactions meet the criteria in Accounting Standards Codification (ASC) 815-40 to be classified within Stockholders' Equity, and therefore the convertible note hedge transactions are not revalued after their issuance. We made a tax election to integrate the convertible notes and the call options. We are retaining the identification statements in our books and records, together with a schedule providing the accruals on the synthetic debt instruments. The accounting impact of this tax election makes the call options deductible as original issue discount for tax purposes over the term of the convertible notes, and results in a $20.6 million deferred tax asset recognized through equity. Warrant Transactions In addition, concurrently with entering into the convertible note hedge transactions, we separately entered into privately-negotiated warrant transactions (the warrant transactions), whereby we sold to the counterparties warrants to acquire, collectively, subject to anti-dilution adjustments, 3.7 million shares of our common stock at an initial strike price of $180.00 per share, which represents a premium of 100% over the public offering price in the common stock issuance. We received aggregate proceeds of $45.3 million from the warrant transactions with the counterparties, with such proceeds partially offsetting the costs of entering into the convertible note hedge transactions. The warrants expire in June 2026. If the market value per share of our common stock, as measured under the warrant transactions, exceeds the strike price of the warrants, the warrants will have a dilutive effect on our earnings per share, unless we elect, subject to certain conditions, to settle the warrants in cash. The warrants meet the criteria in ASC 815-40 to be classified within Stockholders' Equity, and therefore the warrants are not revalued after issuance. Accumulated Other Comprehensive Income (Loss) The changes in the components of AOCI, net of tax, were as follows: In thousands Foreign Currency Translation Adjustments Net Unrealized Gain (Loss) on Derivative Instruments Net Unrealized Gain (Loss) on Nonderivative Instruments Pension Benefit Obligation Adjustments Accumulated Other Comprehensive Income (Loss) Balances at January 1, 2021 $ (84,843) $ (1,621) $ (14,380) $ (37,682) $ (138,526) OCI before reclassifications (26,923) 1,121 — 14,264 (11,538) Amounts reclassified from AOCI — 290 — 1,676 1,966 Total other comprehensive income (loss) (26,923) 1,411 — 15,940 (9,572) Balances at December 31, 2021 (111,766) (210) (14,380) (21,742) (148,098) OCI before reclassifications (28,748) — — 23,170 (5,578) Amounts reclassified from AOCI 57,321 — — 1,681 59,002 Total other comprehensive income (loss) 28,573 — — 24,851 53,424 Balances at December 31, 2022 (83,193) (210) (14,380) 3,109 (94,674) OCI before reclassifications 15,550 — — (1,947) 13,603 Amounts reclassified from AOCI — — — (119) (119) Total other comprehensive income (loss) 15,550 — — (2,066) 13,484 Balances at December 31, 2023 $ (67,643) $ (210) $ (14,380) $ 1,043 $ (81,190) In determining the amount of the impairment loss for the assets of the transaction with Dresser during the fourth quarter of 2021, we included $59.7 million of accumulated foreign currency translation losses and $0.9 million in unrealized defined benefit plan losses. Upon closing of the sale transaction in the first quarter of 2022, the then outstanding amounts in AOCI were reclassified to net income (loss) through loss on sale of businesses for a total of $55.4 million , with a corresponding reversal of the impairment loss originally booked in the fourth quarter of 2021. Refer to Note 18: Sale of Businesses for additional information on the transaction. During the third quarter of 2022, we substantially liquidated our legal entity in Russia, recognizing a loss of $1.9 million for the reclassification of the currency translation adjustment from accumulated other comprehensive income (loss) related to the disposal of the business. The before-tax, income tax (provision) benefit, and net-of-tax amounts related to each component of OCI were as follows: Year Ended December 31, In thousands 2023 2022 2021 Before-tax amount Foreign currency translation adjustment $ 15,622 $ (28,921) $ (26,757) Foreign currency translation adjustment reclassified to net income (loss) on sale or disposal of businesses — 57,321 — Net unrealized gain (loss) on derivative instruments, designated as cash flow hedges — — 1,139 Net hedging (gain) loss reclassified to net income (loss) — — 756 Net unrealized gain (loss) on defined benefit plans (2,117) 23,519 14,426 Net defined benefit plan (gain) loss reclassified to net income (loss) (129) 1,706 1,695 Total other comprehensive income (loss), before tax 13,376 53,625 (8,741) Tax (provision) benefit Foreign currency translation adjustment (72) 173 (166) Foreign currency translation adjustment reclassified to net income (loss) on sale or disposal of businesses — — — Net unrealized gain (loss) on derivative instruments, designated as cash flow hedges — — (18) Net hedging (gain) loss reclassified to net income (loss) — — (466) Net unrealized gain (loss) on defined benefit plans 170 (349) (162) Net defined benefit plan (gain) loss reclassified to net income (loss) 10 (25) (19) Total other comprehensive income (loss) tax (provision) benefit 108 (201) (831) Net-of-tax amount Foreign currency translation adjustment 15,550 (28,748) (26,923) Foreign currency translation adjustment reclassified to net income (loss) on sale or disposal of businesses — 57,321 — Net unrealized gain (loss) on derivative instruments, designated as cash flow hedges — — 1,121 Net hedging (gain) loss reclassified to net income (loss) — — 290 Net unrealized gain (loss) on defined benefit plans (1,947) 23,170 14,264 Net defined benefit plan (gain) loss reclassified to net income (loss) (119) 1,681 1,676 Total other comprehensive income (loss), net of tax $ 13,484 $ 53,424 $ (9,572) |
Fair Values of Financial Instru
Fair Values of Financial Instruments | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Values of Financial Instruments | Fair Value of Financial Instruments The fair values at December 31, 2023 and 2022 do not reflect subsequent changes in the economy, interest rates, tax rates, and other variables that may affect the determination of fair value. December 31, 2023 December 31, 2022 In thousands Carrying Amount Fair Value Carrying Amount Fair Value Credit facility Multicurrency revolving line of credit $ — $ — $ — $ — Convertible notes 454,827 423,476 452,526 377,200 The following methods and assumptions were used in estimating fair values: Cash and cash equivalents: Due to the liquid nature of these instruments, the carrying amount approximates fair value (Level 1). Credit facility - multicurrency revolving line of credit: The revolver is not traded publicly. The fair values, which are determined based upon a hypothetical market participant, are calculated using a discounted cash flow model with Level 2 inputs, including estimates of incremental borrowing rates for debt with similar terms, maturities, and credit profiles. Refer to Note 6: Debt for a further discussion of our debt. Convertible notes: The convertible notes are not listed on any securities exchange but may be actively traded. The fair value is estimated using Level 1 inputs, as it is based on quoted prices for these instruments in active markets. Derivatives: Each derivative asset and liability has a carrying value equal to fair value. The fair values of our derivative instruments are determined using the income approach and significant other observable inputs (and are classified as Level 2 in the fair value hierarchy). We have used observable market inputs based on the type of derivative and the nature of the underlying instrument. The key inputs include foreign exchange spot and forward rates, all of which are available in an active mar ket. We have utilized the mid-market pricing convention for these inputs. |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information We operate under the Itron brand worldwide and manage and report under three operating segments: Device Solutions, Networked Solutions, and Outcomes. We have three GAAP measures of segment performance: revenues, gross profit (gross margin), and operating income (operating margin). Intersegment revenues are minimal. Certain operating expenses are allocated to the operating segments based upon internally established allocation methodologies. Corporate operating expenses, interest income, interest expense, other income (expense), and the income tax provision (benefit) are neither allocated to the segments, nor are they included in the measure of segment performance. Goodwill impairment charges are recognized in Corporate unallocated. In addition, we allocate only certain production assets and intangible assets to our operating segments. We do not manage the performance of the segments on a balance sheet basis. Segment Products Device Solutions – This segment primarily includes hardware products used for measurement, control, or sensing. These products generally do not have communications capability or may be designed for use with non-Itron systems. Examples from the Device Solutions portfolio include: standard endpoints that are shipped without Itron communications, such as our standard gas, electricity, and water meters for a variety of global markets and adhering to regulations and standards within those markets, as well as our heat and allocation products; communicating meters that are not a part of an Itron end-to-end solution and designed to meet market requirements; and the implementation and installation of said hardware products. Networked Solutions – This segment primarily includes a combination of communicating devices (e.g., smart meters, modules, endpoints, and sensors), network infrastructure, and associated head-end management and application software designed and sold as a complete solution for acquiring and transporting robust application-specific data. Networked Solutions includes products and software for the implementation, installation, and management of communicating devices and data networks. The Industrial Internet of Things (IIoT) solutions supported by this segment include automated meter reading (AMR); advanced metering infrastructure (AMI) for electricity, water and gas; distributed energy resource management (DERMs); smart grid and distribution automation; smart street lighting; and leak detection and applications for both gas and water systems. Our IIoT platform allows utility and smart city applications to be run and managed on a flexible multi-purpose network. Outcomes – This segment primarily includes our value-added, enhanced software and services, artificial intelligence, and machine learning in which we enable grid edge intelligence and manage, organize, analyze, and interpret raw, anonymized data to improve decision making, maximize operational profitability, enhance resource efficiency, improve grid analytics, and deliver results for consumers, utilities, and smart cities. Outcomes supports high-value use cases, such as data management, grid operations, distributed intelligence, AMI operations, gas distribution and safety, water operations management, revenue assurance, DERMs, energy forecasting, consumer engagement, smart payment, and fleet energy resource management. Utilities leverage these outcomes to unlock the capabilities of their networks and devices, improve the productivity of their workforce, increase the reliability of their operations, manage and optimize the proliferation of distributed energy resources (DERs), address grid complexity, and enhance the customer experience. Revenue from these offerings are primarily recurring in nature and would include any direct management of Device Solutions, Networked Solutions, and other third-parties' products on behalf of our end customers. Revenues, gross profit, and operating income (loss) associated with our operating segments were as follows: Year Ended December 31, In thousands 2023 2022 2021 Product revenues Device Solutions $ 452,718 $ 433,354 $ 635,103 Networked Solutions 1,331,546 1,002,156 974,531 Outcomes 79,225 64,733 68,561 Total Company $ 1,863,489 $ 1,500,243 $ 1,678,195 Service revenues Device Solutions $ 3,008 $ 5,356 $ 10,001 Networked Solutions 118,745 117,112 118,100 Outcomes 188,391 172,853 175,276 Total Company $ 310,144 $ 295,321 $ 303,377 Total revenues Device Solutions $ 455,726 $ 438,710 $ 645,104 Networked Solutions 1,450,291 1,119,268 1,092,631 Outcomes 267,616 237,586 243,837 Total Company $ 2,173,633 $ 1,795,564 $ 1,981,572 Gross profit Device Solutions $ 105,917 $ 61,778 $ 99,355 Networked Solutions 499,725 361,975 378,633 Outcomes 108,266 98,436 95,181 Total Company $ 713,908 $ 522,189 $ 573,169 Operating income (loss) Device Solutions $ 65,690 $ 26,703 $ 57,217 Networked Solutions 368,921 248,268 254,434 Outcomes 50,346 46,247 50,631 Corporate unallocated (356,090) (328,657) (441,581) Total Company 128,867 (7,439) (79,299) Total other income (expense) (1,481) (8,304) (44,511) Income (loss) before income taxes $ 127,386 $ (15,743) $ (123,810) Our Corporate unallocated operating loss for the years ended December 31, 2023, 2022, and 2021 include losses from the sale of businesses of $0.7 million, $3.5 million and $64.3 million and restructuring expenses of $44.0 million, $(13.6) million, and $54.6 million. Our Corporate unallocated operating loss for the year ended 2022 also includes goodwill impairment of $38.5 million. Refer to Note 5: Goodwill, Note 13: Restructuring, and Note 18: Sale of Businesses for additional information. For all periods presented, no single customer represents more than 10% of total company revenue. Revenues by region were as follows: Year Ended December 31, In thousands 2023 2022 2021 United States and Canada $ 1,733,680 $ 1,302,241 $ 1,273,868 Europe, Middle East, and Africa 340,854 391,556 568,008 Asia Pacific 99,099 101,767 139,696 Total Company $ 2,173,633 $ 1,795,564 $ 1,981,572 Property, plant, and equipment, net, by geographic area were as follows: December 31, In thousands 2023 2022 United States $ 80,035 $ 85,704 Outside United States 48,771 54,419 Total Company $ 128,806 $ 140,123 Depreciation expense is allocated to the operating segments based upon each segment's use of the assets. All amortization expense is recognized within Corporate unallocated. Depreciation and amortization of intangible assets expense associated with our operating segments was as follows: Year Ended December 31, In thousands 2023 2022 2021 Device Solutions $ 12,348 $ 14,452 $ 22,884 Networked Solutions 16,314 17,539 16,607 Outcomes 5,433 5,501 4,454 Corporate unallocated 21,668 29,271 40,208 Total Company $ 55,763 $ 66,763 $ 84,153 |
Revenues
Revenues | 12 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenues | Revenues A summary of significant net changes in the contract assets and the contract liabilities balances during the period is as follows: In thousands Contract liabilities, less contract assets Beginning balance, January 1, 2023 $ 75,958 Revenues recognized from beginning contract liability (62,011) Cumulative catch-up adjustments 10,959 Increases due to amounts collected or due 335,465 Revenues recognized from current period increases (278,905) Other 1,419 Ending balance, December 31, 2023 $ 82,885 On January 1, 2023, total contract assets were $57.0 million and total contract liabilities were $133.0 million. On December 31, 2023, total contract assets were $80.1 million and total contract liabilities were $163.0 million. The contract assets primarily relate to contracts that include a retention clause and allocations related to contracts with multiple performance obligations. The contract liabilities primarily relate to deferred revenue, such as extended warranty and maintenance cost. The cumulative catch-up adjustments relate to contract modifications, measure-of-progress changes, and changes in the estimate of the transaction price. Transaction price allocated to the remaining performance obligations Total transaction price allocated to remaining performance obligations represents committed but undelivered products and services for contracts and purchase orders at period end. Twelve-month remaining performance obligations represent the portion of total transaction price allocated to remaining performance obligations that we estimate will be recognized as revenue over the next 12 months. Total transaction price allocated to remaining performance obligations is not a complete measure of our future revenues as we also receive orders where the customer may have legal termination rights but are not likely to terminate. Total transaction price allocated to remaining performance obligations related to contracts is approximately $1.9 billion for the next 12 months and approximately $1.8 billion for periods longer than 12 months. The total remaining performance obligations consist of product and service components. The service component relates primarily to maintenance agreements for which customers pay a full year's maintenance in advance, and service revenues are generally recognized over the service period. Total transaction price allocated to remaining performance obligations also includes our extended warranty contracts, for which revenue is recognized over the warranty period, and hardware, which is recognized as units are delivered. The estimate of when remaining performance obligations will be recognized requires significant judgment. Cost to obtain a contract and cost to fulfill a contract with a customer Cost to obtain a contract and costs to fulfill a contract were capitalized and amortized using a systematic rational approach to align with the transfer of control of underlying contracts with customers. While amounts were capitalized, they are not material. Disaggregation of revenue Refer to Note 16: Segment Information and the Consolidated Statements of Operations for disclosure regarding the disaggregation of revenue into categories, which depict how revenue and cash flows are affected by economic factors. Specifically, our operating segments and geographical regions as disclosed, and categories for products, which include hardware and software and services, are presented. |
Sale of Business
Sale of Business | 12 Months Ended |
Dec. 31, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Sale of Business | Sale of Businesses Sale to Dresser On November 2, 2021, Itron entered into a definitive securities and asset purchase agreement to sell certain Gas product lines from our Device Solutions manufacturing and business operations in Europe and North America to Dresser. The sale included one German subsidiary – Itron GmbH along with its business operations, personnel, and the owned manufacturing facility in Karlsruhe; the business operations, personnel, and assets associated with the leased manufacturing facility in Argenteuil, France; and the business and manufacturing assets maintained at one of our contract manufacturers in North America. The base sale price of this divestiture was $75.0 million, with adjustments for (1) pension liabilities assumed by Dresser for related active employees and (2) the final working capital balance. Cash proceeds from the sale were $55.9 million. The transaction closed on February 28, 2022. The final sales price and loss on sale were determined after the finalization of the working capital adjustment, recognized in the fourth quarter of 2022. As of December 31, 2021, we recognized a pre-tax impairment loss of $34.4 million as well as $3.1 million for professional services in conjunction with the planned sale to Dresser (classified within loss on sale of businesses within the Consolidated Statements of Operations). In determining the amount of the impairment loss for the assets of this transaction during the fourth quarter of 2021, we included $59.7 million of accumulated foreign currency translation losses and $0.9 million in unrealized loss on defined benefit pension plans, both classified within AOCI. Upon closing of the sale transaction in the first quarter of 2022, the then outstanding amounts in AOCI were reclassified to net income through loss on sale of businesses for a total of $55.4 million, with a corresponding reversal of the impairment loss originally booked in the fourth quarter of 2021. The difference between the amounts included for the impairment loss in the fourth quarter of 2021 and the first quarter of 2022 was driven by the change in the euro to U.S. dollar exchange rate, and operating results for the period owned in 2022. During 2022, we recognized a total loss of $3.5 million related to adjustments to the working capital balances and additional professional services. We recognized a total loss of $0.7 million in 2023 in other charges related to the finalization of the transaction. Latin America Divestiture On June 25, 2020, we closed on the sale of five subsidiaries comprising our manufacturing and sales operations in Latin America to buyers led by Instalación Profesional y Tecnologías del Centro S.A. de C.V., a Mexican company doing business as Accell in Brazil (Accell), through the execution of various definitive stock purchase agreements. The total sales price of $35.0 million included deferred payments of $21.1 million for working capital, which was to be paid in full by December 31, 2020, as evidenced by a promissory note, and the remainder in cash ($4.5 million) and other deferred consideration. In January 2021, we agreed to extend the payment terms on the remaining outstanding working capital balance of $18.4 million. Accell had agreed to make monthly payments including interest through September 2022, under which we received full payments for January through March and partial payments in April and May (totaling $3.8 million including $0.7 million in interest). Based on Accell's failure to make timely payments, continued requests to defer payments significantly beyond the original maturity of the working capital note and the unfavorable impact of the COVID-19 pandemic on the Latin American markets, we determined to fully reserve the working capital and other deferred receivables, recognizing a loss on sale of business of $26.8 million for the year ended December 31, 2021. All receivables from Accell were fully written off in the fourth quarter of 2023. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Lessee, Operating Leases | Leases We lease certain factories, service and distribution locations, offices, and equipment under operating leases. Our operating leases have initial lease terms ranging from one to 12 years, some of which include options to extend or renew the leases for up to 10 years. Certain lease agreements contain provisions for future rent increases. Our leases do not contain material residual value guarantees, and finance leases are not material. The components of operating lease expense are as follows: In thousands Year Ended December 31, 2023 2022 Operating lease cost $ 18,798 $ 19,092 Variable lease cost 3,804 4,107 Total operating lease cost $ 22,602 $ 23,199 Supplemental cash flow information related to operating leases is as follows: In thousands Year Ended December 31, 2023 2022 Cash paid for amounts included in the measurement of operating lease liabilities $ 19,517 $ 19,214 Right-of-use assets obtained in exchange for operating lease liabilities 3,652 5,597 Supplemental balance sheet information related to operating leases is as follows: In thousands December 31, 2023 December 31, 2022 Operating lease right-of-use assets, net $ 41,186 $ 52,826 Other current liabilities 14,981 15,967 Operating lease liabilities 32,656 44,370 Total operating lease liability $ 47,637 $ 60,337 Weighted average remaining lease term - Operating leases 3.6 years 3.8 years Weighted average discount rate - Operating leases 4.5 % 4.4 % Amounts due under operating lease liabilities as of December 31, 2023 are as follows: In thousands December 31, 2023 2024 $ 16,614 2025 14,712 2026 12,486 2027 4,154 2028 1,582 Thereafter 1,958 Total lease payments 51,506 Less: imputed interest (3,869) Total operating lease liability $ 47,637 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Accounting, Policy | Financial Statement Preparation The consolidated financial statements presented in this Annual Report include the Consolidated Statements of Operations, Consolidated Statements of Comprehensive Income (Loss), Consolidated Statements of Equity, and Consolidated Statements of Cash Flows for the years ended December 31, 2023, 2022, and 2021 and the Consolidated Balance Sheets as of December 31, 2023 and 2022 of Itron, Inc. and its subsidiaries, prepared in accordance with U.S. generally accepted accounting principles (GAAP). |
Use of Estimates, Policy | Use of Estimates |
Risks and Uncertainties | Risks and Uncertainties Global economic impacts, such as pandemics and various ongoing conflicts around the world, may create disruption in customer demand and global supply chains, resulting in market volatility, which our management continues to monitor. In the aftermath of these types of events, global supply chains, including labor, struggle to keep pace with rapidly changing demand. While recently improving from 2022 levels, our ability to obtain adequate supply of semiconductor components has impacted our ability to service customer demand in a timely manner. The temporary imbalance in supply and demand creates business uncertainties that include costs and availability. Efforts continue with suppliers to improve supply resiliency, including the approval of alternate sources. Recently, inflation in our raw materials and component costs, freight charges, and labor costs have increased above historical levels due to, among other things, the continuing impacts of the uncertain economic environment. We may or may not be able to fully recover these increased costs through pricing actions with our customers. Currently, we have not identified any significant decrease in long-term customer demand for our products and services. Certain of our customer projects have experienced delays in deliveries, with revenues originally forecasted in prior periods shifting to future periods. While we have limited direct business exposure in areas with current conflict, such as Ukraine and Israel, military actions globally and any resulting sanctions could adversely affect the global economy, as well as further disrupt the supply chain. A major disruption in the global economy and supply chain could have a material adverse effect on our business, prospects, financial condition, results of operations, and cash flows. The extent and duration of the military action, sanctions, and resulting market and/or supply disruptions are impossible to predict but could be substantial, and our management continues to monitor these events closely . |
Basis of Consolidation, and Noncontrolling Interests | Basis of Consolidation We consolidate all entities in which we have a greater than 50% ownership interest or in which we exercise control over the operations. We use the equity method of accounting for entities in which we have a 20% to 50% investment and exercise significant influence. Entities in which we have less than a 20% investment and where we do not exercise significant influence are accounted for under the fair value method. Intercompany transactions and balances are eliminated upon consolidation. Noncontrolling Interests In several of our consolidated international subsidiaries, we have joint venture partners, who are minority shareholders. Although these entities are not wholly owned by Itron, we consolidate them because we have a greater than 50% ownership interest or because we exercise control over the operations. The noncontrolling interest balance is adjusted each period to reflect the allocation of net income (loss) and other comprehensive income (loss) attributable to the noncontrolling interests, as shown in our Consolidated Statements of Operations and our Consolidated Statements of Comprehensive Income (Loss), as well as contributions from and distributions to the owners. The noncontrolling interest balance in our Consolidated Balance Sheets represents the proportional share of the equity of the joint venture entities, which is attributable to the minority shareholders. |
Cash and Cash Equivalents | Cash and Cash Equivalents We consider all highly liquid instruments with remaining maturities of three months or less at the date of acquisition to be cash equivalents. |
Cash and Cash Equivalents, Restricted Cash and Cash Equivalents, Policy | Restricted Cash and Cash Equivalents Cash and cash equivalents that are contractually restricted from operating use are classified as restricted cash and cash equivalents. We have $1.8 million that is pledged for standby letters of credit as of December 31, 2023. |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable, net Accounts receivable are recognized for invoices issued to customers in accordance with our contractual arrangements. Interest and late payment fees are minimal. Unbilled receivables are recognized when revenues are recognized upon product shipment or service delivery and invoicing occurs at a later date. We recognize an allowance for credit losses representing our estimate of the expected losses in accounts receivable at the date of the balance sheet based on our historical experience of bad debts, our specific review of outstanding receivables, and our review of current and expected economic conditions. Accounts receivable are written-off against the allowance when we believe an account, or a portion thereof, is no longer collectible. |
Inventories | Inventories Inventories are stated at the lower of cost or net realizable value using the first-in, first-out method. Cost includes raw materials and labor, plus applied direct and indirect overhead costs. Net realizable value is the estimated selling price in the normal course of business, minus the cost of completion, disposal and transportation. |
Derivative Instruments | Derivative Instruments All derivative instruments, whether designated in hedging relationships or not, are recognized on the Consolidated Balance Sheets at fair value as either assets or liabilities. The fair values of our derivative instruments are determined using the fair value measurements of significant other observable inputs (Level 2), as defined by GAAP. The fair value of our derivative instruments may switch between an asset and a liability depending on market circumstances at the end of the period. We include the effect of our counterparty credit risk based on current published credit default swap rates when the net fair value of our derivative instruments is in a net asset position and the effect of our own nonperformance risk when the net fair value of our derivative instruments is in a net liability position. For any derivative designated as a fair value hedge, the changes in the fair value of the derivative and of the hedged item attributable to the hedged risk are recognized in earnings. For any derivative designated as a cash flow hedge, changes in the fair value of the derivative are recognized as a component of other comprehensive income (loss) (OCI) and are recognized in earnings when the hedged item affects earnings. For a hedge of a net investment, any unrealized gain or loss from the foreign currency revaluation of the hedging instrument is reported in OCI as a net unrealized gain or loss on derivative instruments. Upon termination of a net investment hedge, the net derivative gain/loss will remain in accumulated other comprehensive income (loss) (AOCI) until such time when earnings are impacted by a sale or liquidation of the associated operations. We classify cash flows from our derivative programs as cash flows from operating activities in the Consolidated Statements of Cash Flows. Derivatives are not used for trading or speculative purposes. Our derivatives are with credit-worthy multinational commercial banks, with which we have master netting agreements; however, our derivative positions are not recognized on a net basis in the Consolidated Balance Sheets. There are no credit-risk related contingent features within our derivative instruments. Refer to Note 7: Derivative Financial Instruments and Note 14: Shareholders' Equity for further disclosures of our derivative instruments and their impact on OCI. |
Property, Plant, and Equipment | Property, Plant, and Equipment Property, plant, and equipment are stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, generally 30 years for buildings and improvements and three years to 10 years for machinery and equipment, computers and software, and furniture. Leasehold improvements are capitalized and depreciated over the term of the applicable lease, including renewable periods if reasonably certain, or over the useful lives, whichever is shorter. Construction in process represents capital expenditures incurred for assets not yet placed in service. Costs related to internally developed software and software purchased for internal uses are capitalized and are amortized over the estimated useful lives of the assets. Repair and maintenance costs are recognized as incurred. We have no major planned maintenance activities. We review long-lived assets for impairment whenever events or circumstances indicate the carrying amount of an asset group may not be recoverable. Assets held for sale are classified within other current assets in the Consolidated Balance Sheets, are reported at the lower of the carrying amount or fair value less costs to sell, and are no longer depreciated. Gains and losses from asset disposals and impairment losses are classified within the Consolidated Statements of Operations according to the use of the asset, except those gains and losses recognized in conjunction with our restructuring activities, which are classified within restructuring expense, or impairment losses recognized in conjunction with an announced or completed sale of a business, which are classified within loss on sale of businesses. |
Prepaid Debt Fees | Prepaid Debt Fees Prepaid debt fees for term debt represent the capitalized direct costs incurred related to the issuance of debt and are recognized as a deduction from the carrying amount of the corresponding debt liability. We have elected to present prepaid debt fees for revolving debt within other long-term assets in the Consolidated Balance Sheets. These costs are amortized to interest expense over the terms of the respective borrowings, including any contingent maturity or call features, using the effective interest method or the straight-line method when associated with a revolving credit facility. When debt is repaid early, the related portion of unamortized prepaid debt fees is written off and included in interest expense. |
Business Combinations | Business Combinations On the date of acquisition, the assets acquired, liabilities assumed, and any noncontrolling interests in the acquiree are recognized at their fair values. The acquiree's results of operations are also included as of the date of acquisition in our consolidated results. Intangible assets that arise from contractual/legal rights, or are capable of being separated, are measured and recognized at fair value, and amortized over the estimated useful life. If practicable, assets acquired and liabilities assumed arising from contingencies are measured and recognized at fair value. If not practicable, such assets and liabilities are measured and recognized when it is probable that a gain or loss has occurred and the amount can be reasonably estimated. The residual balance of the purchase price, after fair value allocations to all identified assets and liabilities, represents goodwill. Acquisition-related costs are recognized as incurred. Integration costs associated with an acquisition are generally recognized in periods subsequent to the acquisition date, and changes in deferred tax asset valuation allowances and acquired income tax uncertainties, including penalties and interest, after the measurement period are recognized as a component of the provision for income taxes. Our acquisitions may include contingent consideration, which requires us to recognize the fair value of the estimated liability at the time of the acquisition. Subsequent changes in the estimate of the amount to be paid under the contingent consideration arrangement are recognized in the Consolidated Statements of Operations. We estimate the preliminary fair value of acquired assets and liabilities as of the date of acquisition based on information available at that time utilizing either a cost or income approach. The determination of the fair value is judgmental in nature and involves the use of significant estimates and assumptions. Contingent consideration is recognized at fair value as of the date of the acquisition with adjustments occurring after the purchase price allocation period, which could be up to one year, recognized in earnings. Changes to valuation allowances on acquired deferred tax assets that occur after the acquisition date are recognized in the provision for, or benefit from, income taxes. The valuation of these tangible and identifiable intangible assets and liabilities is subject to further management review and may change materially between the preliminary allocation and end of the purchase price allocation period. Any changes in these estimates may have a material effect on our consolidated operating results or financial position. |
Lessee, Leases | Leases We determine if an arrangement is a lease at inception. A lease exists when a contract conveys to the customer the right to control the use of identified property, plant, or equipment for a period of time in exchange for consideration. The definition of a lease embodies two conditions: (1) there is an identified asset in the contract that is land or a depreciable asset (i.e., property, plant, and equipment), and (2) the customer has the right to control the use of the identified asset. Operating leases are included in operating lease right-of-use (ROU) assets, other current liabilities, and operating lease liabilities on our Consolidated Balance Sheets. Finance leases are included in property, plant, and equipment, other long-term assets, other current liabilities, and other long-term obligations on our Consolidated Balance Sheets. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. We use the rate implicit in the lease agreement when readily determinable. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate, which is the estimated rate of interest we expect to pay on a collateralized basis over a similar term, based on the information available at the lease commencement date. The Operating lease ROU asset also includes any lease payments made and is reduced by lease incentives received and initial direct costs incurred. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for operating lease payments is recognized on a straight-line basis over the lease term. We have lease agreements that include lease and nonlease components. When nonlease components are fixed, we have elected the practical expedient to account for lease and nonlease components as a single lease component, except for leases embedded in service contracts. All leases with a lease term that is greater than one month are subject to recognition and measurement on the balance sheet, except where we have leases in service contracts with contract manufacturers. For leases with contract manufacturers, we have elected to utilize the short-term lease exemption. Lease expense for variable lease payments, where the timing or amount of the payment is not fixed, are recognized when the obligation is incurred. Variable lease payments generally arise in our net lease arrangements where executory and other lease-related costs are billed to Itron when incurred by the lessor. |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Goodwill and intangible assets may result from our business acquisitions. Intangible assets may also result from the purchase of assets and intellectual property in a transaction that does not qualify as a business combination. We use estimates, including estimates of useful lives of intangible assets, the amount and timing of related future cash flows, and fair values of the related operations, in determining the value assigned to goodwill and intangible assets. Our finite-lived intangible assets are amortized over their estimated useful lives based on estimated discounted cash flows, generally three years to 10 years for core-developed technology and customer contracts and relationships. Finite-lived intangible assets are tested for impairment at the asset group level when events or changes in circumstances indicate the carrying value may not be recoverable. Indefinite-lived intangible assets are tested for impairment annually, when events or changes in circumstances indicate the asset may be impaired, or when their useful lives are determined to be no longer indefinite. Goodwill is assigned to our reporting units based on the expected benefit from the synergies arising from each business combination, determined by using certain financial metrics, including the forecasted discounted cash flows associated with each reporting unit. Each reporting unit corresponds with its respective operating segment. We test goodwill for impairment each year as of October 1, or more frequently should a significant impairment indicator occur. As part of the impairment test, we may elect to perform an assessment of qualitative factors. If this qualitative assessment indicates that it is more likely than not that the fair value of a reporting unit, including goodwill, is less than its carrying amount, or if we elect to bypass the qualitative assessment, we would then proceed with the quantitative impairment test. The impairment test involves comparing the fair values of the reporting units to their carrying amounts. If the carrying amount of a reporting unit exceeds its fair value, we first evaluate the long-lived assets within the reporting unit for impairment and then recognize goodwill impairment loss in an amount equal to any excess. Determining the fair value of a reporting unit is judgmental in nature and involves the use of significant estimates and assumptions. We forecast discounted future cash flows at the reporting unit level using risk-adjusted discount rates and estimated future revenues and operating costs, which take into consideration factors such as existing backlog, expected future orders, supplier contracts, and expectations of competitive and economic environments. We also identify similar publicly traded companies and develop a correlation, referred to as a multiple, to apply to the operating results of the reporting units. These combined fair values are then reconciled to the aggregate market value of our common stock on the date of valuation, while considering a reasonable control premium. |
Contingencies | Contingencies A loss contingency is recognized if it is probable that an asset has been impaired or a liability has been incurred, and the amount of the loss can be reasonably estimated. We evaluate, among other factors, the degree of probability of an unfavorable outcome and our ability to make a reasonable estimate of the amount of the ultimate loss. Loss contingencies that we determine to be reasonably possible, but not probable, are disclosed but not recognized. Legal costs to defend against contingent liabilities are recognized as incurred. |
Compensation Related Costs, Policy | Bonus We have various employee bonus plans, which provide award amounts for the achievement of financial and nonfinancial targets. If management determines it is probable that the discretionary targets will be achieved and the amounts can be reasonably estimated, a compensation accrual is recognized based on the proportional achievement of the financial and nonfinancial targets. In addition, management or the Board of Directors may decide to grant monetary bonus awards, at their discretion, and accrue such awards when it becomes probable they will be paid. |
Warranty | Warranty We offer standard warranties on our hardware products and large application software products. We accrue the estimated cost of new product warranties based on historical and projected product performance trends and costs during the warranty period. Testing of new products in the development stage helps identify and correct potential warranty issues prior to manufacturing. Quality control efforts during manufacturing reduce our exposure to warranty claims. When testing or quality control efforts fail to detect a fault in one of our products, we may experience an increase in warranty claims. We track warranty claims to identify potential warranty trends. If an unusual trend is noted, an additional warranty accrual would be recognized if a failure event is probable and the cost can be reasonably estimated. When new products are introduced, our process relies on historical averages of similar products until sufficient data is available. As actual experience on new products becomes available, it is used to modify the historical averages to ensure the expected warranty costs are within a range of likely outcomes. Management regularly evaluates the sufficiency of the warranty provisions and makes adjustments when necessary. The long-term warranty balance includes estimated warranty claims beyond one year. Warranty expense is classified within cost of revenues. |
Costs Associated with Exit or Disposal Activity or Restructuring | Restructuring We recognize a liability for costs associated with an exit or disposal activity under a restructuring project in the period in which the liability is incurred. Employee termination benefits considered postemployment benefits are accrued when the obligation is probable and estimable, such as benefits stipulated by human resource policies and practices or statutory requirements. If the employee must provide future service, such benefits are recognized ratably over the future service period. For contract termination costs, we recognize a liability upon the termination of a contract in accordance with the contract terms or the cessation of the use of the rights conveyed by the contract, whichever occurs later. Asset impairments associated with a restructuring project are determined at the asset group level. An impairment may be recognized for assets that are to be abandoned, are to be sold for less than net book value, or are held for sale in which the estimated proceeds less costs to sell are less than the net book value. We may also recognize impairment on an asset group, which is held and used, when the carrying value is not recoverable and exceeds the asset group's fair value. If an asset group is considered a business, a portion of our goodwill balance is allocated to it based on relative fair value. If the sale of an asset group under a restructuring project results in proceeds that exceed the net book value of the asset group, the resulting gain is recognized within restructuring expense in the Consolidated Statements of Operations. |
Defined Benefit Pension Plans | Defined Benefit Pension Plans We sponsor both funded and unfunded defined benefit pension plans for certain international employees. We recognize a liability for the projected benefit obligation in excess of plan assets. We recognize an asset when plan assets exceed the projected benefit obligation. We also recognize the funded status of our defined benefit pension plans on our Consolidated Balance Sheets and recognize as a component of OCI, net of tax, the actuarial gains or losses and prior service costs or credits, if any, which arise during the period but that are not recognized as components of net periodic benefit cost. If actuarial gains and losses exceed 10 percent of the greater of plan assets or plan liabilities, we amortize them over the employees' average future service period. |
Share Repurchase Policy | Share Repurchase Plans From time to time, we may repurchase shares of Itron common stock under programs authorized by our Board of Directors. Share repurchases are made in the open market or in privately negotiated transactions and in accordance with applicable securities laws. Under applicable Washington State law, shares repurchased are retired and not displayed separately as treasury stock on the financial statements; the value of the repurchased shares is deducted from common stock. |
Revenue Recognition | Product Revenues and Service Revenues Product revenues include sales from standard and smart meters, systems or software, and any associated implementation and installation revenue. Service revenues include sales from post-sale maintenance support, consulting, outsourcing, and managed services. Revenue Recognition The majority of our revenues consist primarily of hardware sales, but may also include the license of software, software implementation services, cloud services and Software-as-a-Service (SaaS), project management services, installation services, consulting services, post-sale maintenance support, and extended or customer-specific warranties. We account for a contract when it has approval and commitment from both parties, the rights of the parties are identified, payment terms are identified, the contract has commercial substance, and collectability of consideration is probable. In determining whether the definition of a contract has been met, we consider whether the arrangement creates enforceable rights and obligations, which involves evaluation of contractual terms that would allow for the customer to terminate the agreement. If the customer has the unilateral right to terminate the agreement without providing further consideration to us, the agreement would not be considered to meet the definition of a contract. Many of our revenue arrangements involve multiple performance obligations as our hardware and services are often sold together. Separate contracts entered into with the same customer (or related parties of the customer) at or near the same time are accounted for as a single contract when one or more of the following criteria are met: • The contracts are negotiated as a package with a single commercial objective. • The amount of consideration to be paid in one contract depends on the price or performance of the other contract: or • The goods or services promised in the contracts (or some goods or services promised in each of the contracts) are a single performance obligation. Once the contract has been defined, we evaluate whether the promises in the contract should be accounted for as more than one performance obligation. This evaluation requires significant judgment, and the decision to separate the combined or single contract into multiple performance obligations could change the amount of revenue and profit recognized in a given period. Some of our contracts contain a significant service of integrating, customizing or modifying goods or services in the contract, in which case the goods or services would be combined into a single performance obligation. It is common that we may promise to provide multiple distinct goods or services, in which case we separate the contract into more than one performance obligation. If a contract is separated into more than one performance obligation, we allocate the total transaction price to each performance obligation in an amount based on the estimated relative standalone selling prices of the promised goods or services. For goods or services where we have observable standalone sales, the observable standalone sales are used to determine the standalone selling price. For the majority of our goods and services, we do not have observable standalone sales. As a result, we estimate the standalone selling price using either the adjusted market assessment approach or the expected cost plus a margin approach. Approaches used to estimate the standalone selling price for a given good or service will maximize the use of observable inputs and considers several factors, including our pricing practices, costs to provide a good or service, the type of good or service, and availability of other transactional data, among others. We determine the estimated standalone selling prices of goods or services used in our allocation of arrangement consideration on an annual basis or more frequently if there is a significant change in our business or if we experience significant variances in our transaction prices. Many of our contracts with customers include variable consideration, which can include liquidated damage provisions, rebates and volume and early payment discounts. Some of our contracts with customers contain clauses for liquidated damages related to the timing of delivery or milestone accomplishments, which could become material in the event of failure to meet the contractual deadlines. At the inception of the arrangement and on an ongoing basis, we evaluate the probability and magnitude of having to pay liquidated damages. We estimate variable consideration using the expected value method, taking into consideration contract terms, historical customer behavior, and historical sales. In the case of liquidated damages, we also take into consideration progress towards meeting contractual milestones, including whether milestones have not been achieved, specified rates, if applicable, stated in the contract, and history of paying liquidated damages to the customer or similar customers. Variable consideration is included in the transaction price if, in our judgment, it is probable that a significant future reversal of cumulative revenue under the contract will not occur. In the normal course of business, we do not accept product returns unless the item is defective as manufactured. We establish provisions for estimated returns and warranties. In addition, we do not typically provide customers with the right to a refund. Hardware revenue is recognized at a point in time. Transfer of control is typically at the time of shipment, receipt by the customer, or, if applicable, upon receipt of customer acceptance provisions. We will recognize revenue prior to receipt of customer acceptance for hardware in cases where the customer acceptance provision is determined to be a formality. Transfer of control would not occur until receipt of customer acceptance in hardware arrangements where such provisions are subjective or where we do not have history of meeting the acceptance criteria. Perpetual software licenses are a right to use intellectual property and are recognized at a point in time. Transfer of control is at the point at which it is available to the customer to download and use or upon receipt of customer acceptance. In certain contracts, software licenses may be sold with implementation services that include a significant service of integrating, customizing or modifying the software. In these instances, the software license is combined into single performance obligation with the implementation services and recognized over time as the implementation services are performed. Hardware and software licenses (when not combined with professional services) are typically billed when shipped and revenue recognized at a point-in-time. As a result, the timing of revenue recognition and invoicing does not have a significant impact on contract assets and liabilities. Professional services, which include implementation, project management, installation, and consulting services are recognized over time. We measure progress towards satisfying these performance obligations using input methods, most commonly based on the costs incurred in relation to the total expected costs to provide the service. We expect this method to best depict our performance in transferring control of services promised to the customer or represents a reasonable proxy for measuring progress. The estimate of expected costs to provide services requires judgment. Cost estimates take into consideration our historical experience and the specific scope requested by the customer and are updated quarterly. We may also offer professional services on a stand-ready basis over a specified period of time, in which case revenue would be recognized ratably over the term. Invoicing of these services is commensurate with performance and occurs on a monthly basis. As such, these services do not have a significant impact on contract assets and contract liabilities. Cloud services and SaaS arrangements where customers have access to certain of our software within a cloud-based IT environment that we manage, host, and support are offered to customers on a subscription basis. Revenue for the cloud services and SaaS offerings are generally recognized over time, ratably over the contact term commencing with the date the services are made available to the customer. Professional services are typically billed monthly in arrears or as milestones are achieved. Other services, including cloud services and SaaS arrangements, are commonly billed annually upfront resulting in a contract liability. Certain of our revenue arrangements include an extended or customer-specific warranty provision that covers all or a portion of a customer's replacement or repair costs beyond the standard warranty period. Whether or not the extended warranty is separately priced in the arrangement, such warranties are a separate good or service, and a portion of the transaction price is allocated to this extended warranty performance obligation. This revenue is recognized ratably over the extended warranty coverage period. Hardware and software post-sale maintenance support fees are recognized ratably over the life of the related service contract. Support fees are typically billed in advance on an annual basis, resulting in a contract liability. Shipping and handling costs and incidental expenses billed to customers are recognized as revenue in the period incurred, with the associated cost charged to cost of revenues in the same period. We recognize sales, use, and value added taxes billed to our customers on a net basis. Payment terms with customers can vary by customer; however, amounts billed are typically payable within 30 to 90 days, depending on the destination country. We do not typically offer financing as part of our contracts with customers. We incur certain incremental costs to obtain contracts with customers, primarily in the form of sales commissions. Where the amortization period is one year or less, we have elected to apply the practical expedient and recognize the related commissions expense as incurred. Otherwise, such incremental costs are capitalized and amortized over the contract period. Capitalized incremental costs are not material. |
Product and Software Development Costs | Product and Software Development Costs Product and software development costs primarily include employee compensation and third-party contracting fees. We do not capitalize product development costs, and we do not generally capitalize development expenses for computer software to be sold, leased, or otherwise marketed as the costs incurred are immaterial for the relatively short period of time between technological feasibility and the completion of software development. |
Stock-based Compensation | Stock-Based Compensation We grant various stock-based compensation awards to our officers, employees, and Board of Directors with service, performance, and market vesting conditions, including restricted stock units, phantom stock units, and unrestricted stock units (awards). Prior to December 31, 2020, stock options were also granted as part of the stock-based compensation awards. We measure and recognize compensation expense for all awards based on estimated fair values. For awards with only a service condition, we expense stock-based compensation using the straight-line method over the requisite service period for the entire award. For awards with service and performance conditions where vesting is probable, we expense the stock-based compensation on a straight-line basis over the requisite service period for each separately vesting portion of the award. For awards with a market condition, we expense the fair value over the requisite service period. We have elected to account for forfeitures of any awards in stock-based compensation expense prospectively as they occur. The fair value of a restricted stock unit is the market close price of our common stock on the date of grant. Restricted stock units vest over a maximum period of three years. After vesting, the restricted stock units are converted into shares of our common stock on a one-for-one basis and issued to employees. Certain restricted stock units are issued under the Long-Term Performance Restricted Stock Unit Award Agreement and include performance and market conditions. The final number of shares issued will be based on the achievement of financial targets and our total shareholder return relative to the Russell 3000 Index during the performance periods. Due to the presence of a market condition, we utilize a Monte Carlo valuation model to determine the fair value of the awards at the grant date. Expected volatility is based on the historical volatility of our common stock for the related expected term. We believe this approach is reflective of current and historical market conditions and is an appropriate indicator of expected volatility. The risk-free interest rate is the rate available as of the grant date on zero-coupon U.S. government issues with a term equal to the expected term of the award. The expected term is the remaining term of an award based on the period of time between the grant date and the date the award is expected to vest. Phantom stock units are a form of share-based award that are indexed to our stock price and are settled in cash upon vesting and accounted for as liability-based awards. Fair value is remeasured at the end of each reporting period based on the market close price of our common stock. Phantom stock units vest over a maximum period of three years. Since phantom stock units are settled in cash, compensation expense recognized over the vesting period will vary based on changes in the fair value of the awards. The fair value of unrestricted stock awards is the market close price of our common stock on the date of grant, and the awards are deemed fully vested. We expense stock-based compensation at the date of grant for unrestricted stock awards. The fair value of stock options was estimated at the date of grant using the Black-Scholes option-pricing model. Options to purchase our common stock were granted with an exercise price equal to the market close price of the stock on the date the Board of Directors approved the grant. Options generally became exercisable in three equal annual installments beginning one year from the date of grant and expiring 10 years from the date of grant. Expected volatility was based on a combination of the historical volatility of our common stock and the implied volatility of our traded options for the related expected term. We believe this combined approach was reflective of current and historical market conditions and was an appropriate indicator of expected volatility. The risk-free interest rate was the rate available as of the award date on zero-coupon U.S. government issues with a term equal to the expected term of the award. The expected term was the weighted average expected term of an award based on the period of time between the date the award was granted and the estimated date the award will be fully exercised. Factors considered in estimating the expected term included historical experience of similar awards, contractual terms, vesting schedules, and expectations of future employee behavior. Excess tax benefits and deficiencies resulting from employee share-based payment are recognized as income tax provision or benefit in the Consolidated Statements of Operations, and as an operating activity on the Consolidated Statements of Cash Flows. |
Income Tax, Policy | Income Taxes We account for income taxes using the asset and liability method of accounting. Deferred tax assets and liabilities are recognized based upon anticipated future tax consequences, in each of the jurisdictions that we operate, attributable to: (1) the differences between the financial statement carrying amounts of existing assets and liabilities and their respective income tax bases; and (2) net operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured annually using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The calculation of our tax liabilities involves applying complex tax regulations in different tax jurisdictions to our tax positions. The effect on deferred tax assets and liabilities of a change in tax legislation and/or rates is recognized in the period that includes the enactment date. A valuation allowance is recognized to reduce the carrying amounts of deferred tax assets if it is not more likely than not that such assets will be realized. We do not recognize tax liabilities on undistributed earnings of international subsidiaries that are permanently reinvested. |
Foreign Exchange | Foreign Exchange Our consolidated financial statements are reported in U.S. dollars. Assets and liabilities of international subsidiaries with non-U.S. dollar functional currencies are translated to U.S. dollars at the exchange rates in effect on the balance sheet date, or the last business day of the period, if applicable. Revenues and expenses for each subsidiary are translated to U.S. dollars using an average rate for the relevant reporting period. Translation adjustments resulting from this process are included, net of tax, in OCI. Gains and losses that arise from exchange rate fluctuations for monetary asset and liability balances that are not denominated in an entity's functional currency are included within other income (expense), net in the Consolidated Statements of Operations. Currency gains and losses of intercompany balances deemed to be long-term in nature or designated as a hedge of the net investment in international subsidiaries are included, net of tax, in OCI. Foreign currency losses, net of hedging, of $3.1 million, $2.9 million, and $3.2 million were included in other expenses, net, for the years ended December 31, 2023, 2022, and 2021. |
Fair Value Measurement | Fair Value Measurements For assets and liabilities measured at fair value, the GAAP fair value hierarchy prioritizes the inputs used in different valuation methodologies, assigning the highest priority to unadjusted quoted prices for identical assets and liabilities in actively traded markets (Level 1) and the lowest priority to unobservable inputs (Level 3). Level 2 inputs consist of quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in non-active markets; and model-derived valuations in which significant inputs are corroborated by observable market data either directly or indirectly through correlation or other means. Inputs may include yield curves, volatility, credit risks, and default rates. |
New Accounting Pronouncements | Recently Adopted Accounting Standards In October 2021, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2021-08 amending Business Combination: ( Topic 805), which was necessary due to 2014-09, Revenue from Contracts with Customers (Topic 606). The FASB issued this update to improve the accounting for acquired revenue contracts with customers in a business combination by addressing diversity in practice and inconsistency related to (1) recognition of an acquired contract liability and (2) payment terms and their effect on subsequent revenue recognized by the acquirer. We adopted this amendment as of the effective date of January 1, 2023. These amendments are to be applied prospectively to business combinations occurring on or after the effective date of the amendments. We currently plan to apply the practical expedients as needed for any future acquisitions. The practical expedients cover contracts that were modified prior to acquisition date as well as determining which date an acquirer would have to determine the standalone selling price of each performance obligation in an acquired contract. Recent Accounting Standards Not Yet Adopted In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280) Improvements to Reportable Segment Disclosures, which amends the reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. ASU 2023-07 is effective for our annual financial reporting in 2024 and interim financial reports for the first quarter of 2025, with early adoption permitted. These amendments are to be applied retrospectively to all prior periods presented in the financial statements. We are currently evaluating the impact this standard will have on our consolidated financial statement disclosures for our reportable segment information. In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures, which amends Income Taxes (Topic 740). The FASB issued this update to improve annual basis income tax disclosures related to (1) rate reconciliation, (2) income taxes paid, and (3) other disclosures related to pretax income (or loss) and income tax expense (or benefit) from continuing operations. The effective date for this amendment is January 1, 2025, with early adoption permitted. These amendments are to be applied on a prospective basis. Retrospective application is permitted. We are currently evaluating the impact this standard will have on our consolidated financial statement disclosures. |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
Computation of Basic and Diluted Earnings Per Share | The following table sets forth the computation of basic and diluted earnings (loss) per share (EPS): Year Ended December 31, In thousands, except per share data 2023 2022 2021 Net income (loss) available to common shareholders $ 96,923 $ (9,732) $ (81,255) Weighted average common shares outstanding - Basic 45,421 45,101 44,301 Dilutive effect of stock-based awards 415 — — Dilutive effect of convertible notes — — — Weighted average common shares outstanding - Diluted 45,836 45,101 44,301 Net income (loss) per common share - Basic $ 2.13 $ (0.22) $ (1.83) Net income (loss) per common share - Diluted $ 2.11 $ (0.22) $ (1.83) |
Certain Balance Sheet Compone_2
Certain Balance Sheet Components (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Balance Sheet Related Disclosures [Abstract] | |
Accounts Receivable, Net | Accounts receivable, net In thousands December 31, 2023 December 31, 2022 Trade receivables (net of allowance of $738 and $4,863) $ 272,890 $ 249,771 Unbilled receivables 30,931 30,664 Total accounts receivable, net $ 303,821 $ 280,435 |
Allowance for Credit Losses on Financing Receivables | Allowance for credit losses account activity Year Ended December 31, In thousands 2023 2022 2021 Beginning balance $ 4,863 $ 5,730 $ 1,312 Provision for (release of) doubtful accounts, net (120) (258) 4,636 Accounts written-off (4,115) (492) (107) Effect of change in exchange rates 110 (117) (111) Ending balance $ 738 $ 4,863 $ 5,730 |
Inventories | Inventories In thousands December 31, 2023 December 31, 2022 Raw materials $ 213,303 $ 182,118 Work in process 17,849 8,386 Finished goods 52,534 38,197 Total inventories $ 283,686 $ 228,701 |
Property, Plant, and Equipment | Property, plant, and equipment, net In thousands December 31, 2023 December 31, 2022 Machinery and equipment $ 318,546 $ 306,699 Computers and software 126,149 119,670 Buildings, furniture, and improvements 126,041 130,301 Land 7,846 8,566 Construction in progress, including purchased equipment 24,316 19,403 Total cost 602,898 584,639 Accumulated depreciation (474,092) (444,516) Property, plant, and equipment, net $ 128,806 $ 140,123 |
Depreciation Expense | Depreciation expense Year Ended December 31, In thousands 2023 2022 2021 Depreciation expense $ 36,845 $ 41,046 $ 48,352 |
Schedule of Intangible Assets (
Schedule of Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |
Schedule of Finite-Lived Intangible Assets | The gross carrying amount and accumulated amortization (accretion) of our intangible assets and liabilities, other than goodwill, were as follows: December 31, 2023 December 31, 2022 In thousands Gross Accumulated Net Gross Accumulated Net Intangible Assets Core-developed technology $ 502,010 $ (499,571) $ 2,439 $ 498,601 $ (492,782) $ 5,819 Customer contracts and relationships 329,688 (287,653) 42,035 322,360 (265,503) 56,857 Trademarks and trade names 73,461 (71,740) 1,721 72,156 (70,101) 2,055 Other 12,019 (11,932) 87 12,017 (11,807) 210 Total intangible assets $ 917,178 $ (870,896) $ 46,282 $ 905,134 $ (840,193) $ 64,941 Intangible Liabilities Customer contracts and relationships $ (23,900) $ 23,900 $ — $ (23,900) $ 23,900 $ — |
Summary Of Intangible Asset Account Activity | A summary of intangible assets and liabilities activity is as follows: Year Ended December 31, In thousands 2023 2022 Intangible assets, gross beginning balance $ 905,134 $ 928,422 Effect of change in exchange rates 12,044 (23,288) Intangible assets, gross ending balance $ 917,178 $ 905,134 Intangible liabilities, gross beginning balance $ (23,900) $ (23,900) Effect of change in exchange rates — — Intangible liabilities, gross ending balance $ (23,900) $ (23,900) |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | Estimated future annual amortization is as follows: Year Ending December 31, Estimated Annual Amortization In thousands 2024 $ 15,164 2025 14,403 2026 10,369 2027 5,636 2028 181 Thereafter 529 Total intangible assets subject to amortization $ 46,282 |
Finite-lived Intangible Assets Amortization Expense | Amortization Expense Year Ended December 31, In thousands 2023 2022 2021 Amortization expense $ 18,918 $ 25,717 $ 35,801 |
Goodwill (Tables)
Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The following table reflects changes in the carrying amount of goodwill for the years ended December 31, 2023 and 2022: In thousands Device Solutions Networked Solutions Outcomes Total Company Goodwill balance at January 1, 2022 $ 39,377 $ 918,005 $ 141,593 $ 1,098,975 Adjustment to goodwill acquired — (23) — (23) Goodwill impairment (38,480) — — (38,480) Effect of change in exchange rates (897) (18,095) (2,759) (21,751) Goodwill balance at December 31, 2022 — 899,887 138,834 1,038,721 Effect of change in exchange rates — 11,960 1,823 13,783 Goodwill balance at December 31, 2023 $ — $ 911,847 $ 140,657 $ 1,052,504 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | The components of our borrowings were as follows: In thousands December 31, 2023 December 31, 2022 Credit facility Multicurrency revolving line of credit $ — $ — Convertible notes 460,000 460,000 Total debt 460,000 460,000 Less: unamortized prepaid debt fees - convertible notes 5,173 7,474 Long-term debt, net $ 454,827 $ 452,526 |
Schedule Of Borrowings Under Credit Agreement At Various Indebtedness To Adjusted Ebitda Levels | In addition, the amendment revises the interest cost, as follows: Total Net Leverage Ratio Interest Cost Commitment Fee Greater than 4.00 SOFR + 250 bps 40 bps 3.51 to 4.00 SOFR + 225 bps 35 bps 2.51 to 3.50 SOFR + 200 bps 30 bps Less than or equal to 2.50 SOFR + 175 bps 25 bps |
Schedule of Maturities of Long-term Debt | The amount of required minimum principal payments on our long-term debt in aggregate over the next five years is as follows: Year Ending December 31, Minimum Payments In thousands 2024 $ — 2025 — 2026 460,000 2027 — 2028 — Thereafter — Total minimum payments on debt $ 460,000 |
Defined Benefit Pension Plans (
Defined Benefit Pension Plans (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Retirement Benefits [Abstract] | |
Schedule of Changes in Benefit Obligation and Fair Value of Plan Assets | The following tables set forth the components of the changes in benefit obligations and fair value of plan assets : Year Ended December 31, In thousands 2023 2022 Change in benefit obligation: Benefit obligation at January 1, $ 69,739 $ 112,073 Service cost 2,450 2,908 Interest cost 2,861 1,676 Actuarial gain (loss) 1,682 (23,682) Benefits paid (2,950) (2,753) Foreign currency exchange rate changes 2,819 (7,162) Curtailment (114) (225) Settlement (217) (1,499) Release for divestiture — (11,081) Other — (516) Benefit obligation at December 31, $ 76,270 $ 69,739 Change in plan assets: Fair value of plan assets at January 1, $ 8,662 $ 9,609 Actual return on plan assets 724 (4) Company contributions 254 217 Benefits paid (283) (278) Foreign currency exchange rate changes 401 (655) Settlement — (227) Other (918) — Fair value of plan assets at December 31, 8,840 8,662 Net pension benefit obligation at fair value $ 67,430 $ 61,077 |
Schedule of Amounts Recognized in the Consolidated Balance Sheets | Amounts recognized on the Consolidated Balance Sheets consist of: December 31, In thousands 2023 2022 Assets Plan assets in other long-term assets $ 80 $ 162 Liabilities Current portion of pension benefit obligation in wages and benefits payable $ 3,623 $ 3,400 Long-term portion of pension benefit obligation 63,887 57,839 Pension benefit obligation, net $ 67,430 $ 61,077 |
Schedule of Amounts Recognized in Other Comprehensive Income (Loss) | Amounts recognized in OCI (pre-tax) are as follows: Year Ended December 31, In thousands 2023 2022 2021 Net actuarial (gain) loss $ 1,568 $ (24,316) $ (14,565) Settlement 7 (166) 2 Curtailment 114 20 557 Plan asset (gain) loss (369) 316 38 Amortization of net actuarial gain (loss) 65 (1,490) (2,183) Amortization of prior service cost (57) (70) (71) Other 918 481 101 Other comprehensive (income) loss $ 2,246 $ (25,225) $ (16,121) |
Schedule of Net Periodic Pension Benefit Costs | Net periodic pension benefit cost for our plans include the following components: Year Ended December 31, In thousands 2023 2022 2021 Service cost $ 2,450 $ 2,908 $ 4,479 Interest cost 2,861 1,676 1,383 Expected return on plan assets (355) (312) (346) Amortization of prior service costs 57 70 71 Amortization of actuarial net (gain) loss (65) 1,490 2,183 Settlement (7) 166 (2) Curtailment (114) (20) (557) Net periodic benefit cost $ 4,827 $ 5,978 $ 7,211 |
Schedule of Assumptions Used | The significant actuarial weighted average assumptions used in determining the benefit obligations and net periodic benefit cost for our benefit plans are as follows: Year Ended December 31, 2023 2022 2021 Actuarial assumptions used to determine benefit obligations at end of period: Discount rate 3.74 % 4.14 % 1.66 % Expected annual rate of compensation increase 4.41 % 4.26 % 3.88 % Actuarial assumptions used to determine net periodic benefit cost for the period: Discount rate 4.14 % 1.93 % 1.10 % Expected rate of return on plan assets 3.99 % 3.45 % 3.45 % Expected annual rate of compensation increase 4.26 % 3.88 % 3.68 % |
Schedule of Accumulated Benefit Obligations in Excess of Fair Value of Plan Assets | The total obligations and fair value of plan assets for plans with projected benefit obligations and accumulated benefit obligations exceeding the fair value of plan assets are as follows: In thousands December 31, 2023 2022 Projected benefit obligation $ 75,182 $ 68,799 Accumulated benefit obligation 68,022 62,503 Fair value of plan assets 7,672 7,560 |
Fair values of the assets held by the postretirement benefits plans by asset category | The fair values of our plan investments by asset category are as follows: Total Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Unobservable Inputs (Level 3) In thousands December 31, 2023 Cash $ — $ — $ — Insurance funds 8,840 — 8,840 Total fair value of plan assets $ 8,840 $ — $ 8,840 In thousands December 31, 2022 Cash $ 857 $ 857 $ — Insurance funds 7,805 — 7,805 Total fair value of plan assets $ 8,662 $ 857 $ 7,805 |
Schedule of Effect of Significant Unobservable Inputs, Changes in Plan Assets | The following tables present a reconciliation of Level 3 assets held during the years ended December 31, 2023 and 2022: In thousands Balance at January 1, 2023 Net Realized and Unrealized Gains Net Purchases, Issuances, Settlements, and Other Effect of Foreign Currency Balance at December 31, 2023 Insurance funds $ 7,805 $ 727 $ (67) $ 375 $ 8,840 In thousands Balance at January 1, 2022 Net Realized and Unrealized Gains/(Loss) Net Purchases, Issuances, Settlements, and Other Effect of Foreign Currency Balance at December 31, 2022 Insurance funds $ 8,534 $ (14) $ (165) $ (550) $ 7,805 |
Schedule of Expected Benefit Payments | Annual benefit payments for the next 10 years, including amounts to be paid from our assets for unfunded plans and reflecting expected future service, as appropriate, are expected to be paid as follows: Year Ending December 31, Estimated Annual Benefit Payments In thousands 2024 $ 4,088 2025 4,203 2026 4,191 2027 4,656 2028 4,753 2029-2033 28,547 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement, Noncash Expense [Abstract] | |
Stock-Based Compensation Expense and Related Tax Benefit | Total stock-based compensation expense and the related tax benefit were as follows : Year Ended December 31, In thousands 2023 2022 2021 Stock options $ 103 $ 891 $ 1,371 Restricted stock units 27,189 20,038 21,391 Unrestricted stock awards 1,065 952 856 Phantom stock units 5,025 1,315 3,242 Total stock-based compensation $ 33,382 $ 23,196 $ 26,860 Related tax benefit $ 6,928 $ 5,371 $ 4,991 |
Employee Stock Options Activity | A summary of our stock option activity is as follows: Shares Weighted Average Exercise Price per Share Weighted Average Remaining Contractual Life Aggregate Intrinsic Value Weighted Average Grant Date Fair Value In thousands Years In thousands Outstanding, January 1, 2021 433 $ 61.95 6.9 $ 14,697 Granted — — $ — Exercised (34) 67.21 1,215 Forfeited (6) 83.33 Outstanding, December 31, 2021 393 $ 61.18 5.9 $ 4,737 Granted — — $ — Exercised (1) 45.90 4 Forfeited (2) 87.27 Canceled (9) 80.00 Outstanding, December 31, 2022 381 $ 60.63 4.8 $ 1,892 Granted — — $ — Exercised (18) 45.96 397 Forfeited — — Canceled — — Outstanding and Exercisable, December 31, 2023 363 $ 61.36 4.0 $ 5,886 |
Restricted Stock Units Award Activity | The following table summarizes restricted stock unit activity: Number of Restricted Stock Units Weighted Average Grant Date Fair Value Aggregate Intrinsic Value In thousands In thousands Outstanding, January 1, 2021 544 $ 71.79 Granted 230 97.66 Released (1) (293) $ 20,639 Forfeited (51) Outstanding, December 31, 2021 430 $ 85.77 Granted 391 53.33 Released (1) (227) $ 18,169 Forfeited (66) Outstanding, December 31, 2022 528 $ 66.39 Granted 497 56.89 Released (1) (242) 71.64 $ 13,974 Forfeited (32) 61.59 Outstanding, December 31, 2023 751 $ 58.89 Vested but not released, December 31, 2023 15 $ 75.51 $ 1,159 |
Restricted Stock Units, Valuation Assumptions | The weighted average assumptions used to estimate the fair value of performance-based restricted stock units granted with a service and market condition and the resulting weighted average fair value are as follows: Year Ended December 31, 2023 2022 2021 Expected volatility 46.0 % 55.7 % 54.2 % Risk-free interest rate 4.6 % 1.7 % 0.4 % Expected term (years) 1.9 2.9 1.9 Weighted average fair value $ 73.41 $ 57.88 $ 77.65 |
Schedule of Other Share-based Compensation, Activity | The following table summarizes phantom stock unit activity: Number of Phantom Stock Units Weighted Aggregate Intrinsic Value In thousands In thousands Outstanding, January 1, 2021 82 $ 73.13 Granted 35 96.49 Released (41) $ 4,100 Forfeited (7) Outstanding, December 31, 2021 69 $ 85.47 Granted 59 53.07 Released (34) $ 1,780 Forfeited (9) Outstanding, December 31, 2022 85 $ 66.46 Granted 77 56.52 Released (43) 69.85 $ 2,511 Forfeited (4) 66.19 Outstanding, December 31, 2023 115 $ 58.58 |
Defined Contribution Plans (Tab
Defined Contribution Plans (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Defined Contribution [Abstract] | |
Schedule of Costs of Retirement Plans | The expense for our defined contribution plans was as follows: Year Ended December 31, In thousands 2023 2022 2021 Defined contribution plans expense $ 16,958 $ 14,241 $ 18,287 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Tax Provision | The following table summarizes the provision (benefit) for U.S. federal, state, and foreign taxes on income from continuing operations: Year Ended December 31, In thousands 2023 2022 2021 Current: Federal $ 43,101 $ (2,692) $ 20,197 State and local 12,039 3,698 7,271 Foreign 8,573 25,433 12,594 Total current 63,713 26,439 40,062 Deferred: Federal (29,717) (24,167) (36,196) State and local (6,471) (4,723) (12,186) Foreign 1,071 (23,832) (12,657) Total deferred (35,117) (52,722) (61,039) Change in valuation allowance 472 20,087 (24,535) Total provision (benefit) for income taxes $ 29,068 $ (6,196) $ (45,512) |
Income Tax Rate Reconciliation | A reconciliation of income taxes at the U.S. federal statutory rate of 21% to the consolidated actual tax rate is as follows: Year Ended December 31, In thousands 2023 2022 2021 Income (loss) before income taxes Domestic $ 88,258 $ (19,104) $ (91,579) Foreign 39,128 3,361 (32,231) Total income (loss) before income taxes $ 127,386 $ (15,743) $ (123,810) Expected federal income tax provision (benefit) $ 26,751 $ (3,306) $ (26,000) Divestitures — 1,578 — Change in valuation allowance 472 20,087 (24,535) Onshoring of international operations — — (10,933) Stock-based compensation 928 1,611 (2,465) Foreign earnings 3,921 (22,244) 25,738 Tax credits (11,906) (10,967) (8,988) Uncertain tax positions, including interest and penalties (57) (2,053) 6,693 Change in tax rates 106 385 (1,919) State income tax provision (benefit), net of federal effect 2,324 (2,873) (5,722) U.S. tax provision on foreign earnings 404 146 58 Nondeductible goodwill impairment — 6,375 — Local foreign taxes 509 551 667 Other, net 5,616 4,514 1,894 Total provision (benefit) from income taxes $ 29,068 $ (6,196) $ (45,512) |
Deferred Tax Assets and Liabilities | Deferred tax assets and liabilities consist of the following: December 31, In thousands 2023 2022 Deferred tax assets Loss carryforwards (1) $ 419,327 $ 405,674 Tax credits (2) 23,441 44,790 Accrued expenses 37,609 18,774 Pension plan benefits expense 7,671 7,037 Warranty reserves 8,265 8,535 Depreciation and amortization 64,959 72,505 Equity compensation 9,362 7,061 Inventory valuation 4,883 5,356 Deferred revenue 12,264 13,346 Interest 8,228 11,721 Leases 7,173 9,543 Capitalized research costs 113,465 74,058 Other deferred tax assets, net 9,004 7,986 Total deferred tax assets 725,651 686,386 Valuation allowance (445,170) (427,423) Total deferred tax assets, net of valuation allowance 280,481 258,963 Deferred tax liabilities Depreciation and amortization (23,313) (34,909) Leases (6,064) (8,274) Other deferred tax liabilities, net (4,590) (4,631) Total deferred tax liabilities (33,967) (47,814) Net deferred tax assets $ 246,514 $ 211,149 (1) For tax return purposes at December 31, 2023, we had U.S. federal loss carryforwards of $3.6 million, which begin to expire in the year 2024. At December 31, 2023, we have net operating loss carryforwards in Luxembourg of $1.3 billion, the majority of which can be carried forward indefinitely, offset by a full valuation allowance. The remaining portion of the loss carryforwards are composed primarily of losses in various other state and foreign jurisdictions. The majority of these losses can be carried forward indefinitely. At December 31, 2023, there was a valuation allowance of $445.2 million primarily associated with foreign loss carryforwards. (2) |
Summary of Valuation Allowance | Changes in the valuation allowance for deferred tax assets are summarized as follows: Year Ended December 31, In thousands 2023 2022 2021 Balance at beginning of period $ 427,423 $ 443,593 $ 503,859 Other adjustments 17,275 (36,257) (35,731) Additions charged to costs and expenses 472 20,087 (24,535) Balance at end of period, noncurrent $ 445,170 $ 427,423 $ 443,593 |
Schedule of Unrecognized Tax Benefits Roll Forward | A reconciliation of the beginning and ending amount of unrecognized tax benefits were as follows: In thousands Total Unrecognized tax benefits at January 1, 2021 $ 135,910 Gross increase to positions in prior years 570 Gross decrease to positions in prior years (19,709) Gross increases to current period tax positions 31,456 Audit settlements — Decrease related to lapsing of statute of limitations (4,535) Effect of change in exchange rates (4,163) Unrecognized tax benefits at December 31, 2021 $ 139,529 Gross increase to positions in prior years 14,450 Gross decrease to positions in prior years (2,786) Gross increases to current period tax positions 4,702 Audit settlements — Decrease related to lapsing of statute of limitations (23,164) Effect of change in exchange rates (2,587) Unrecognized tax benefits at December 31, 2022 $ 130,144 Gross increase to positions in prior years 1,182 Gross decrease to positions in prior years (8,666) Gross increases to current period tax positions 10,967 Audit settlements (3,234) Decrease related to lapsing of statute of limitations (2,000) Effect of change in exchange rates 1,674 Unrecognized tax benefits at December 31, 2023 $ 130,067 December 31, In thousands 2023 2022 2021 The amount of unrecognized tax benefits that, if recognized, would affect our effective tax rate $ 129,591 $ 130,137 $ 139,503 |
Unrecognized Tax Benefits Related To Uncertain Tax Positions | The net interest and penalties expense recognized were as follows: Year Ended December 31, In thousands 2023 2022 2021 Net interest and penalties expense (benefit) $ 1,821 $ 4,665 $ (1,097) Accrued interest and penalties recognized were as follows: December 31, In thousands 2023 2022 Accrued interest $ 9,794 $ 7,575 Accrued penalties 466 567 We file income tax returns in various jurisdictions. We are subject to income tax examination by tax authorities in our major tax jurisdictions as follows: Tax Jurisdiction Years Subject to Audit U.S. federal Subsequent to 2019 France Subsequent to 2020 Germany Subsequent to 2013 United Kingdom Subsequent to 2018 Indonesia Subsequent to 2017 Italy Subsequent to 2017 While the above years are subject to audit based on the local jurisdiction's statute of limitations, tax attributes carrying over into the above years may also be adjusted upon audit. |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Line of Credit Facilities | Our available lines of credit, outstanding standby LOCs, and bonds were as follows: December 31, In thousands 2023 2022 Credit facility Multicurrency revolving line of credit $ 500,000 $ 500,000 Standby LOCs issued and outstanding (59,059) (55,990) Net available for additional borrowings under the multicurrency revolving line of credit $ 440,941 $ 444,010 Net available for additional standby LOCs under sub-facility $ 240,941 $ 244,010 Unsecured multicurrency revolving lines of credit with various financial institutions Multicurrency revolving lines of credit $ 84,318 $ 81,781 Standby LOCs issued and outstanding (21,853) (22,530) Short-term borrowings — — Net available for additional borrowings and LOCs $ 62,465 $ 59,251 Unsecured surety bonds in force $ 271,164 $ 285,754 |
Schedule of Warranty Accruals | A summary of the warranty accrual account activity is as follows: Year Ended December 31, In thousands 2023 2022 2021 Beginning balance $ 25,698 $ 32,022 $ 41,390 New product warranties 6,665 5,061 4,848 Other adjustments and expirations, net 710 (882) 551 Claims activity (11,187) (9,719) (13,593) Warranties reclassified to held for sale — — (90) Effect of change in exchange rates 278 (784) (1,084) Ending balance 22,164 25,698 32,022 Less: current portion of warranty 14,663 18,203 18,406 Long-term warranty $ 7,501 $ 7,495 $ 13,616 |
Warranty Expense | Warranty expense was as follows: Year Ended December 31, In thousands 2023 2022 2021 Total warranty expense $ 7,375 $ 4,179 $ 5,399 |
Health Benefit Plan Costs and Incurred But Not Reported Accrual Balance | Plan costs were as follows: Year Ended December 31, In thousands 2023 2022 2021 Plan costs $ 36,326 $ 37,942 $ 39,187 IBNR accrual, which is included in wages and benefits payable, was as follows: December 31, In thousands 2023 2022 IBNR accrual $ 3,673 $ 4,277 |
Restructuring (Tables)
Restructuring (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Related Costs | The total expected restructuring costs, the restructuring costs recognized, and the remaining expected restructuring costs related to the 2023 Projects were as follows: In thousands Total Expected Costs at December 31, 2023 Costs Recognized in Prior Periods Costs Recognized During the Year Ended December 31, 2023 Expected Remaining Costs to be Recognized at December 31, 2023 Employee severance costs $ 43,347 $ — $ 43,347 $ — Asset impairments & net loss (gain) on sale or disposal 1,130 — 1,130 — Other restructuring costs 7,226 — 4,051 3,175 Total $ 51,703 $ — $ 48,528 $ 3,175 The total expected restructuring costs, the restructuring costs recognized, and the remaining expected restructuring costs related to the 2021 Projects were as follows: In thousands Total Expected Costs at December 31, 2023 Costs Recognized in Prior Periods Adjustments Recognized During the Year Ended December 31, 2023 Expected Remaining Costs to be Recognized at December 31, 2023 Employee severance costs $ 34,821 $ 38,359 $ (3,538) $ — Asset impairments & net loss (gain) on sale or disposal 8,379 8,599 (220) — Other restructuring costs 5,479 3,084 645 1,750 Total $ 48,679 $ 50,042 $ (3,113) $ 1,750 The total expected restructuring costs, the restructuring costs recognized, and the remaining expected restructuring costs related to the 2020 Projects were as follows: In thousands Total Expected Costs at December 31, 2023 Costs Recognized in Prior Periods Adjustments Recognized During the Year Ended December 31, 2023 Expected Remaining Costs to be Recognized at December 31, 2023 Employee severance costs $ 18,524 $ 20,382 $ (1,858) $ — Asset impairments & net loss (gain) on sale or disposal 5,940 6,465 (525) — Other restructuring costs 8,298 7,341 957 — Total $ 32,762 $ 34,188 $ (1,426) $ — |
Schedule of Restructuring Reserve by Type of Cost | The following table summarizes the activity within the restructuring related balance sheet accounts for the 2023 Projects, the 2021 Projects, and the 2020 Projects during the year ended December 31, 2023: In thousands Accrued Employee Severance Asset Impairments & Net Loss (Gain) on Sale or Disposal Other Accrued Costs Total Beginning balance, January 1, 2023 $ 39,558 $ — $ 2,886 $ 42,444 Costs charged to expense 37,951 385 5,653 43,989 Cash payments (11,618) (12) (4,893) (16,523) Cash receipts — 4,211 — 4,211 Net assets disposed and impaired — (4,584) — (4,584) Effect of change in exchange rates 2,807 — 32 2,839 Ending balance, December 31, 2023 $ 68,698 $ — $ 3,678 $ 72,376 |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Stockholders' Equity Note [Abstract] | |
Schedule of Accumulated Other Comprehensive Income (Loss) | The changes in the components of AOCI, net of tax, were as follows: In thousands Foreign Currency Translation Adjustments Net Unrealized Gain (Loss) on Derivative Instruments Net Unrealized Gain (Loss) on Nonderivative Instruments Pension Benefit Obligation Adjustments Accumulated Other Comprehensive Income (Loss) Balances at January 1, 2021 $ (84,843) $ (1,621) $ (14,380) $ (37,682) $ (138,526) OCI before reclassifications (26,923) 1,121 — 14,264 (11,538) Amounts reclassified from AOCI — 290 — 1,676 1,966 Total other comprehensive income (loss) (26,923) 1,411 — 15,940 (9,572) Balances at December 31, 2021 (111,766) (210) (14,380) (21,742) (148,098) OCI before reclassifications (28,748) — — 23,170 (5,578) Amounts reclassified from AOCI 57,321 — — 1,681 59,002 Total other comprehensive income (loss) 28,573 — — 24,851 53,424 Balances at December 31, 2022 (83,193) (210) (14,380) 3,109 (94,674) OCI before reclassifications 15,550 — — (1,947) 13,603 Amounts reclassified from AOCI — — — (119) (119) Total other comprehensive income (loss) 15,550 — — (2,066) 13,484 Balances at December 31, 2023 $ (67,643) $ (210) $ (14,380) $ 1,043 $ (81,190) In determining the amount of the impairment loss for the assets of the transaction with Dresser during the fourth quarter of 2021, we included $59.7 million of accumulated foreign currency translation losses and $0.9 million in unrealized defined benefit plan losses. Upon closing of the sale transaction in the first quarter of 2022, the then outstanding amounts in AOCI were reclassified to net income (loss) through loss on sale of businesses for a total of $55.4 million , with a corresponding reversal of the impairment loss originally booked in the fourth quarter of 2021. Refer to Note 18: Sale of Businesses for additional information on the transaction. During the third quarter of 2022, we substantially liquidated our legal entity in Russia, recognizing a loss of $1.9 million for the reclassification of the currency translation adjustment from accumulated other comprehensive income (loss) related to the disposal of the business. |
Income Tax (Provision) Benefit Related To OCI | The before-tax, income tax (provision) benefit, and net-of-tax amounts related to each component of OCI were as follows: Year Ended December 31, In thousands 2023 2022 2021 Before-tax amount Foreign currency translation adjustment $ 15,622 $ (28,921) $ (26,757) Foreign currency translation adjustment reclassified to net income (loss) on sale or disposal of businesses — 57,321 — Net unrealized gain (loss) on derivative instruments, designated as cash flow hedges — — 1,139 Net hedging (gain) loss reclassified to net income (loss) — — 756 Net unrealized gain (loss) on defined benefit plans (2,117) 23,519 14,426 Net defined benefit plan (gain) loss reclassified to net income (loss) (129) 1,706 1,695 Total other comprehensive income (loss), before tax 13,376 53,625 (8,741) Tax (provision) benefit Foreign currency translation adjustment (72) 173 (166) Foreign currency translation adjustment reclassified to net income (loss) on sale or disposal of businesses — — — Net unrealized gain (loss) on derivative instruments, designated as cash flow hedges — — (18) Net hedging (gain) loss reclassified to net income (loss) — — (466) Net unrealized gain (loss) on defined benefit plans 170 (349) (162) Net defined benefit plan (gain) loss reclassified to net income (loss) 10 (25) (19) Total other comprehensive income (loss) tax (provision) benefit 108 (201) (831) Net-of-tax amount Foreign currency translation adjustment 15,550 (28,748) (26,923) Foreign currency translation adjustment reclassified to net income (loss) on sale or disposal of businesses — 57,321 — Net unrealized gain (loss) on derivative instruments, designated as cash flow hedges — — 1,121 Net hedging (gain) loss reclassified to net income (loss) — — 290 Net unrealized gain (loss) on defined benefit plans (1,947) 23,170 14,264 Net defined benefit plan (gain) loss reclassified to net income (loss) (119) 1,681 1,676 Total other comprehensive income (loss), net of tax $ 13,484 $ 53,424 $ (9,572) |
Fair Values of Financial Inst_2
Fair Values of Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Values Of Financial Instruments by Balance Sheet Grouping | The fair values at December 31, 2023 and 2022 do not reflect subsequent changes in the economy, interest rates, tax rates, and other variables that may affect the determination of fair value. December 31, 2023 December 31, 2022 In thousands Carrying Amount Fair Value Carrying Amount Fair Value Credit facility Multicurrency revolving line of credit $ — $ — $ — $ — Convertible notes 454,827 423,476 452,526 377,200 |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
Revenues Gross Profit And Operating Income By Segment | Revenues, gross profit, and operating income (loss) associated with our operating segments were as follows: Year Ended December 31, In thousands 2023 2022 2021 Product revenues Device Solutions $ 452,718 $ 433,354 $ 635,103 Networked Solutions 1,331,546 1,002,156 974,531 Outcomes 79,225 64,733 68,561 Total Company $ 1,863,489 $ 1,500,243 $ 1,678,195 Service revenues Device Solutions $ 3,008 $ 5,356 $ 10,001 Networked Solutions 118,745 117,112 118,100 Outcomes 188,391 172,853 175,276 Total Company $ 310,144 $ 295,321 $ 303,377 Total revenues Device Solutions $ 455,726 $ 438,710 $ 645,104 Networked Solutions 1,450,291 1,119,268 1,092,631 Outcomes 267,616 237,586 243,837 Total Company $ 2,173,633 $ 1,795,564 $ 1,981,572 Gross profit Device Solutions $ 105,917 $ 61,778 $ 99,355 Networked Solutions 499,725 361,975 378,633 Outcomes 108,266 98,436 95,181 Total Company $ 713,908 $ 522,189 $ 573,169 Operating income (loss) Device Solutions $ 65,690 $ 26,703 $ 57,217 Networked Solutions 368,921 248,268 254,434 Outcomes 50,346 46,247 50,631 Corporate unallocated (356,090) (328,657) (441,581) Total Company 128,867 (7,439) (79,299) Total other income (expense) (1,481) (8,304) (44,511) Income (loss) before income taxes $ 127,386 $ (15,743) $ (123,810) |
Revenues By Region | Revenues by region were as follows: Year Ended December 31, In thousands 2023 2022 2021 United States and Canada $ 1,733,680 $ 1,302,241 $ 1,273,868 Europe, Middle East, and Africa 340,854 391,556 568,008 Asia Pacific 99,099 101,767 139,696 Total Company $ 2,173,633 $ 1,795,564 $ 1,981,572 |
Schedule of Disclosure on Geographic Areas, Long-Lived Assets in Individual Foreign Countries by Country | Property, plant, and equipment, net, by geographic area were as follows: December 31, In thousands 2023 2022 United States $ 80,035 $ 85,704 Outside United States 48,771 54,419 Total Company $ 128,806 $ 140,123 |
Depreciation And Amortization Expense Associated With Segments | Depreciation expense is allocated to the operating segments based upon each segment's use of the assets. All amortization expense is recognized within Corporate unallocated. Depreciation and amortization of intangible assets expense associated with our operating segments was as follows: Year Ended December 31, In thousands 2023 2022 2021 Device Solutions $ 12,348 $ 14,452 $ 22,884 Networked Solutions 16,314 17,539 16,607 Outcomes 5,433 5,501 4,454 Corporate unallocated 21,668 29,271 40,208 Total Company $ 55,763 $ 66,763 $ 84,153 |
Revenues (Tables)
Revenues (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Contract with Customer, Asset and Liability | A summary of significant net changes in the contract assets and the contract liabilities balances during the period is as follows: In thousands Contract liabilities, less contract assets Beginning balance, January 1, 2023 $ 75,958 Revenues recognized from beginning contract liability (62,011) Cumulative catch-up adjustments 10,959 Increases due to amounts collected or due 335,465 Revenues recognized from current period increases (278,905) Other 1,419 Ending balance, December 31, 2023 $ 82,885 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Lease, Cost | The components of operating lease expense are as follows: In thousands Year Ended December 31, 2023 2022 Operating lease cost $ 18,798 $ 19,092 Variable lease cost 3,804 4,107 Total operating lease cost $ 22,602 $ 23,199 Supplemental cash flow information related to operating leases is as follows: In thousands Year Ended December 31, 2023 2022 Cash paid for amounts included in the measurement of operating lease liabilities $ 19,517 $ 19,214 Right-of-use assets obtained in exchange for operating lease liabilities 3,652 5,597 |
Assets And Liabilities, Leases | Supplemental balance sheet information related to operating leases is as follows: In thousands December 31, 2023 December 31, 2022 Operating lease right-of-use assets, net $ 41,186 $ 52,826 Other current liabilities 14,981 15,967 Operating lease liabilities 32,656 44,370 Total operating lease liability $ 47,637 $ 60,337 Weighted average remaining lease term - Operating leases 3.6 years 3.8 years Weighted average discount rate - Operating leases 4.5 % 4.4 % |
Lessee, Operating Lease, Liability, Maturity | Amounts due under operating lease liabilities as of December 31, 2023 are as follows: In thousands December 31, 2023 2024 $ 16,614 2025 14,712 2026 12,486 2027 4,154 2028 1,582 Thereafter 1,958 Total lease payments 51,506 Less: imputed interest (3,869) Total operating lease liability $ 47,637 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - Risk and Uncertainties - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2023 | |
Accounting Policies [Abstract] | ||
Risks and Uncertainties in Entity's Business | Global economic impacts, such as pandemics and various ongoing conflicts around the world, may create disruption in customer demand and global supply chains, resulting in market volatility, which our management continues to monitor. In the aftermath of these types of events, global supply chains, including labor, struggle to keep pace with rapidly changing demand. While recently improving from 2022 levels, our ability to obtain adequate supply of semiconductor components has impacted our ability to service customer demand in a timely manner. The temporary imbalance in supply and demand creates business uncertainties that include costs and availability. Efforts continue with suppliers to improve supply resiliency, including the approval of alternate sources. Recently, inflation in our raw materials and component costs, freight charges, and labor costs have increased above historical levels due to, among other things, the continuing impacts of the uncertain economic environment. We may or may not be able to fully recover these increased costs through pricing actions with our customers. Currently, we have not identified any significant decrease in long-term customer demand for our products and services. Certain of our customer projects have experienced delays in deliveries, with revenues originally forecasted in prior periods shifting to future periods.While we have limited direct business exposure in areas with current conflict, such as Ukraine and Israel, military actions globally and any resulting sanctions could adversely affect the global economy, as well as further disrupt the supply chain. A major disruption in the global economy and supply chain could have a material adverse effect on our business, prospects, financial condition, results of operations, and cash flows. The extent and duration of the military action, sanctions, and resulting market and/or supply disruptions are impossible to predict but could be substantial, and our management continues to monitor these events closely. | |
Foreign currency translation adjustments | $ 1.9 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Basis of Consolidation Policy Additional Information (Details) | 12 Months Ended |
Dec. 31, 2023 | |
Maximum | |
Basis of Consolidation [Abstract] | |
Fair value method | 20% |
Maximum | Investments | |
Basis of Consolidation [Abstract] | |
Ownership interest to use equity method | 50% |
Minimum | |
Basis of Consolidation [Abstract] | |
Ownership interest to be held for consolidation | 50% |
Minimum | Investments | |
Basis of Consolidation [Abstract] | |
Ownership interest to use equity method | 20% |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Cash, Cash Equivalents, and Restricted Cash (Details) $ in Millions | Dec. 31, 2023 USD ($) |
Standby Letters of Credit | |
Restricted Cash and Cash Equivalents Items [Line Items] | |
Restricted Cash and Cash Equivalents | $ 1.8 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Property, Plant, and Equipment Policy Additional Information (Details) | Dec. 31, 2023 |
Building and Building Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 30 years |
Minimum | Machinery and Equipment, Computers and Software, and Furniture [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 3 years |
Maximum | Machinery and Equipment, Computers and Software, and Furniture [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 10 years |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Goodwill and Intangibles Assets Policy Additional Information (Details) | Dec. 31, 2023 |
Minimum | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-lived intangible asset, useful life | 3 years |
Maximum | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-lived intangible asset, useful life | 10 years |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Revenue Recognition Policy Additional Information (Details) | 12 Months Ended |
Dec. 31, 2023 | |
Minimum | |
Deferred Revenue Arrangement [Line Items] | |
Payment terms | 30 days |
Maximum | |
Deferred Revenue Arrangement [Line Items] | |
Payment terms | 90 days |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Stock-Based Compensation (Details) | 12 Months Ended |
Dec. 31, 2023 | |
Share-based Payment Arrangement, Option [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Vesting period | 1 year |
Expiration period | 10 years |
Employee Stock [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
ESPP, maximum percentage of employee salary eligible for participation | 10% |
Discount from market price, purchase date | 5% |
Restricted Stock Units (RSUs) [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Vesting period | 3 years |
Phantom Share Units (PSUs) [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Vesting period | 3 years |
Summary of Significant Accou_10
Summary of Significant Accounting Policies - Foreign Exchange Policy Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | |||
Foreign currency transaction gain (loss), realized | $ 3,100 | $ 2,900 | $ 3,200 |
Earnings Per Share - Computatio
Earnings Per Share - Computation of Basic and Diluted Earnings per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |||
Net income (loss) available to common shareholders | $ 96,923 | $ (9,732) | $ (81,255) |
Weighted average common shares outstanding - Basic (in shares) | 45,421 | 45,101 | 44,301 |
Dilutive effect of stock-based awards (in shares) | 415 | 0 | 0 |
Incremental Common Shares Attributable to Dilutive Effect of Conversion of Debt Securities | 0 | 0 | 0 |
Weighted average common shares outstanding - Diluted (in shares) | 45,836 | 45,101 | 44,301 |
Net income (loss) per common share - Basic (in dollars per share) | $ 2.13 | $ (0.22) | $ (1.83) |
Net income (loss) per common share - Diluted (in dollars per share) | $ 2.11 | $ (0.22) | $ (1.83) |
Earnings Per Share - Narrative
Earnings Per Share - Narrative (Details) - $ / shares shares in Millions | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Stock-based awards excluded from diluted EPS calculation (antidilutive) (in shares) | 0.3 | 0.7 | 0.5 | |
Treasury stock, shares, acquired | 3.7 | |||
Class of warrant or right, exercise price of warrants or rights | $ 180 | |||
Convertible Debt Securities | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Stock-based awards excluded from diluted EPS calculation (antidilutive) (in shares) | 3.7 | 3.7 | ||
Common stock conversion price (in usd per share) | $ 126 |
Certain Balance Sheet Compone_3
Certain Balance Sheet Components - Accounts Receivable, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Balance Sheet Related Disclosures [Abstract] | ||
Trade receivables (net of allowance of $738 and $4,863) | $ 272,890 | $ 249,771 |
Unbilled receivables | 30,931 | 30,664 |
Total accounts receivable, net | 303,821 | 280,435 |
Accounts Receivable, Allowance for Credit Loss, Current | $ 738 | $ 4,863 |
Certain Balance Sheet Compone_4
Certain Balance Sheet Components - Summary of the Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Beginning balance | $ 4,863 | $ 5,730 | $ 1,312 |
Provision for (release of) doubtful accounts, net | (120) | (258) | 4,636 |
Accounts written-off | (4,115) | (492) | (107) |
Effect of change in exchange rates | 110 | (117) | (111) |
Ending balance | $ 738 | $ 4,863 | $ 5,730 |
Certain Balance Sheet Compone_5
Certain Balance Sheet Components - Inventories (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Balance Sheet Related Disclosures [Abstract] | ||
Raw materials | $ 213,303 | $ 182,118 |
Work in process | 17,849 | 8,386 |
Finished goods | 52,534 | 38,197 |
Total inventories | $ 283,686 | $ 228,701 |
Certain Balance Sheet Compone_6
Certain Balance Sheet Components - Property, Plant, and Equipment, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Balance Sheet Related Disclosures [Abstract] | ||
Machinery and equipment | $ 318,546 | $ 306,699 |
Computers and software | 126,149 | 119,670 |
Buildings, furniture, and improvements | 126,041 | 130,301 |
Land | 7,846 | 8,566 |
Construction in progress, including purchased equipment | 24,316 | 19,403 |
Total cost | 602,898 | 584,639 |
Accumulated depreciation | (474,092) | (444,516) |
Property, plant, and equipment, net | $ 128,806 | $ 140,123 |
Certain Balance Sheet Compone_7
Certain Balance Sheet Components - Depreciation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Balance Sheet Related Disclosures [Abstract] | |||
Depreciation expense | $ 36,845 | $ 41,046 | $ 48,352 |
Intangible Assets and Liabili_2
Intangible Assets and Liabilities - Gross Carrying Amount and Accumulated Amortization (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Finite-Lived Intangible Assets [Line Items] | |||
Finite-lived intangible assets, gross | $ 917,178 | $ 905,134 | $ 928,422 |
Accumulated amortization | (870,896) | (840,193) | |
Total intangible assets subject to amortization | 46,282 | 64,941 | |
Finite-lived intangible liabilities, gross | (23,900) | (23,900) | $ (23,900) |
Finite-lived intangible liabilities, accumulated accretion | 23,900 | 23,900 | |
Finite-lived intangible liabilities, net | 0 | 0 | |
Core-developed technology | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-lived intangible assets, gross | 502,010 | 498,601 | |
Accumulated amortization | (499,571) | (492,782) | |
Total intangible assets subject to amortization | 2,439 | 5,819 | |
Customer contracts and relationships | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-lived intangible assets, gross | 329,688 | 322,360 | |
Accumulated amortization | (287,653) | (265,503) | |
Total intangible assets subject to amortization | 42,035 | 56,857 | |
Trademarks and trade names | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-lived intangible assets, gross | 73,461 | 72,156 | |
Accumulated amortization | (71,740) | (70,101) | |
Total intangible assets subject to amortization | 1,721 | 2,055 | |
Other | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-lived intangible assets, gross | 12,019 | 12,017 | |
Accumulated amortization | (11,932) | (11,807) | |
Total intangible assets subject to amortization | $ 87 | $ 210 |
Intangible Assets and Liabili_3
Intangible Assets and Liabilities - Summary of Intangible Asset Account Activity (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |||
Intangible assets, gross beginning balance | $ 905,134 | $ 928,422 | |
Effect of change in exchange rates | 12,044 | (23,288) | |
Intangible assets, gross ending balance | 917,178 | 905,134 | |
Effect of change in exchange rates | 0 | 0 | |
Finite-lived intangible liabilities, gross | $ (23,900) | $ (23,900) | $ (23,900) |
Intangible Assets and Liabili_4
Intangible Assets and Liabilities - Estimated Future Annual Amortization Expense (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||
2024 | $ 15,164 | |
2025 | 14,403 | |
2026 | 10,369 | |
2027 | 5,636 | |
2028 | 181 | |
Thereafter | 529 | |
Total intangible assets subject to amortization | $ 46,282 | $ 64,941 |
Intangible Assets and Liabili_5
Intangible Assets and Liabilities - Amortization Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |||
Amortization of intangible assets | $ 18,918 | $ 25,717 | $ 35,801 |
Goodwill - Schedule of Goodwill
Goodwill - Schedule of Goodwill (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Goodwill [Roll Forward] | ||||
Goodwill beginning balance | $ 1,038,721 | $ 1,098,975 | ||
Adjustment to goodwill acquired | (23) | |||
Goodwill impairment | 0 | (38,480) | $ 0 | |
Effect of change in exchange rates | 13,783 | (21,751) | ||
Goodwill ending balance | 1,052,504 | 1,038,721 | 1,098,975 | |
Device Solutions [Member] | ||||
Goodwill [Roll Forward] | ||||
Goodwill beginning balance | 0 | 39,377 | ||
Adjustment to goodwill acquired | 0 | |||
Goodwill impairment | $ (38,500) | (38,480) | ||
Effect of change in exchange rates | 0 | (897) | ||
Goodwill ending balance | 0 | 0 | 39,377 | |
Networked Solutions Segment [Member] | ||||
Goodwill [Roll Forward] | ||||
Goodwill beginning balance | 899,887 | 918,005 | ||
Adjustment to goodwill acquired | (23) | |||
Goodwill impairment | 0 | |||
Effect of change in exchange rates | 11,960 | (18,095) | ||
Goodwill ending balance | 911,847 | 899,887 | 918,005 | |
Outcomes Segment [Member] | ||||
Goodwill [Roll Forward] | ||||
Goodwill beginning balance | 138,834 | 141,593 | ||
Adjustment to goodwill acquired | 0 | |||
Goodwill impairment | 0 | |||
Effect of change in exchange rates | 1,823 | (2,759) | ||
Goodwill ending balance | $ 140,657 | $ 138,834 | $ 141,593 |
Goodwill - Goodwill Narrative (
Goodwill - Goodwill Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Oct. 12, 2021 | |
Goodwill [Line Items] | |||||
Goodwill, Impaired, Accumulated Impairment Loss | $ 714,900 | $ 714,900 | |||
Goodwill impairment | $ 0 | 38,480 | $ 0 | ||
SELC Group Limited | |||||
Goodwill [Line Items] | |||||
Percentage of voting interests acquired | 100% | ||||
Networked Solutions Segment [Member] | |||||
Goodwill [Line Items] | |||||
Goodwill, Acquired During Period | $ 5,400 | ||||
Goodwill impairment | 0 | ||||
Device Solutions [Member] | |||||
Goodwill [Line Items] | |||||
Goodwill impairment | $ 38,500 | $ 38,480 |
Debt - Schedule of Debt (Detail
Debt - Schedule of Debt (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
Convertible Debt | $ 460,000,000 | $ 460,000,000 |
Total debt | 460,000,000 | |
Debt issuance costs, noncurrent, net | 5,173,000 | 7,474,000 |
Long-term debt, net | 454,827,000 | 452,526,000 |
Line of Credit | ||
Debt Instrument [Line Items] | ||
Long-term line of credit | 0 | 0 |
Secured Debt | ||
Debt Instrument [Line Items] | ||
Total debt | 460,000,000 | 460,000,000 |
Long-term debt, net | $ 454,827,000 | $ 452,526,000 |
Debt - Credit Facility Addition
Debt - Credit Facility Additional Information (Details) | 12 Months Ended | |||
Mar. 12, 2021 | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Oct. 18, 2019 USD ($) | |
Debt Instrument [Line Items] | ||||
Debt instrument, face amount | $ 1,200,000,000 | |||
Line of credit facility, maximum borrowing capacity | 500,000,000 | |||
Debt instrument, capital stock pledge percentage | 100% | |||
Debt instrument, voting stock pledge percentage | 66% | |||
Debt instrument, non-voting stock pledge percentage | 100% | |||
London Interbank Offered Rate | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, description of variable rate basis | the LIBOR rate | |||
Federal Reserve Effect Rate [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, basis spread on variable rate | 0.50% | |||
Alternate base rate (3) [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, basis spread on variable rate | 1% | |||
Minimum | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, basis spread on variable rate | 0% | |||
EURIBOR [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, description of variable rate basis | EURIBOR rate | |||
Alternate base rate (1) [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, description of variable rate basis | the prime rate | |||
Alternate base rate (2) [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, description of variable rate basis | the Federal Reserve effective rate | |||
Alternate base rate (3) [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, description of variable rate basis | one-month LIBOR | |||
USD Denominated Term Loan | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, face amount | 650,000,000 | |||
Standby Letters of Credit | ||||
Debt Instrument [Line Items] | ||||
Line of credit facility, maximum borrowing capacity | 300,000,000 | |||
Letters of credit outstanding, amount | $ 59,100,000 | |||
Revolving Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Line of credit facility, maximum borrowing capacity | $ 50,000,000 | |||
Long-term line of credit | 0 | |||
Line of Credit | ||||
Debt Instrument [Line Items] | ||||
Long-term line of credit | 0 | $ 0 | ||
Line of Credit Facility, Remaining Borrowing Capacity | $ 440,941,000 | $ 444,010,000 | ||
Convertible Debt | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Convertible, Conversion Ratio | 0.0079365 |
Debt - Convertible Debt Additio
Debt - Convertible Debt Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Mar. 12, 2021 | Dec. 31, 2023 | Mar. 31, 2021 | |
Maximum | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Debt instrument, redemption price, percentage | 98% | ||
Debt Instrument, Redemption, Period Four [Member] | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Debt instrument, redemption price, percentage | 130% | ||
Convertible Debt Securities | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Common stock conversion price (in usd per share) | $ 126 | ||
Convertible Debt | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Proceeds from Convertible Debt | $ 448.5 |
Debt - Interest Cost Amendment
Debt - Interest Cost Amendment (Details) | Oct. 13, 2023 |
Greater than 4.00 | |
Debt Instrument [Line Items] | |
Commitment Fee | 0.0040 |
Greater than 4.00 | Secured Overnight Financing Rate (SOFR) | |
Debt Instrument [Line Items] | |
Interest Cost | 0.0250 |
3.51 to 4.00 | |
Debt Instrument [Line Items] | |
Commitment Fee | 0.0035 |
3.51 to 4.00 | Secured Overnight Financing Rate (SOFR) | |
Debt Instrument [Line Items] | |
Interest Cost | 0.0225 |
2.51 to 3.50 | |
Debt Instrument [Line Items] | |
Commitment Fee | 0.0030 |
2.51 to 3.50 | Secured Overnight Financing Rate (SOFR) | |
Debt Instrument [Line Items] | |
Interest Cost | 0.0200 |
Less than or equal to 2.50 | |
Debt Instrument [Line Items] | |
Commitment Fee | 0.0025 |
Less than or equal to 2.50 | Secured Overnight Financing Rate (SOFR) | |
Debt Instrument [Line Items] | |
Interest Cost | 0.0175 |
Debt - Schedule of Long-Term De
Debt - Schedule of Long-Term Debt Maturities (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Long-Term Debt, Fiscal Year Maturity [Abstract] | |
2024 | $ 0 |
2025 | 0 |
2026 | 460,000 |
2027 | 0 |
2028 | 0 |
Thereafter | 0 |
Total minimum payments on debt | $ 460,000 |
Derivative Financial Instrume_2
Derivative Financial Instruments - Narrative (Details) | Dec. 31, 2023 USD ($) contracts | Mar. 31, 2021 USD ($) |
Derivative [Line Items] | ||
Derivative, Notional Amount | $ 84,100,000 | |
Forward Contracts [Member] | ||
Derivative [Line Items] | ||
Number of instruments held | contracts | 42 | |
Foreign Exchange Contract [Member] | Minimum | Not Designated as Hedging Instrument [Member] | ||
Derivative [Line Items] | ||
Derivative, Notional Amount | $ 117,000 | |
Foreign Exchange Contract [Member] | Maximum | Not Designated as Hedging Instrument [Member] | ||
Derivative [Line Items] | ||
Derivative, Notional Amount | $ 23,400,000 |
Defined Benefit Pension Plans -
Defined Benefit Pension Plans - Change in Benefit Obligation and Plan Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward] | |||
Benefit obligation at January 1, | $ 69,739 | $ 112,073 | |
Service cost | 2,450 | 2,908 | $ 4,479 |
Interest cost | 2,861 | 1,676 | 1,383 |
Actuarial gain (loss) | 1,682 | (23,682) | |
Benefits paid | (2,950) | (2,753) | |
Foreign currency exchange rate changes | 2,819 | (7,162) | |
Curtailment | (114) | (225) | |
Settlement | (217) | (1,499) | |
Release for divestiture | 0 | (11,081) | |
Other | 0 | (516) | |
Benefit obligation at December 31, | 76,270 | 69,739 | 112,073 |
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward] | |||
Fair value of plan assets at January 1, | 8,662 | 9,609 | |
Actual return on plan assets | 724 | (4) | |
Company contributions | 254 | 217 | |
Benefits paid | (283) | (278) | |
Foreign currency exchange rate changes | 401 | (655) | |
Settlement | 0 | (227) | |
Other | (918) | 0 | |
Fair value of plan assets at December 31, | 8,840 | 8,662 | $ 9,609 |
Net pension benefit obligation at fair value | $ 67,430 | $ 61,077 |
Defined Benefit Pension Plans_2
Defined Benefit Pension Plans - Schedule of Amounts Recognized in the Consolidated Balance Sheets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Retirement Benefits [Abstract] | ||
Plan assets in other long-term assets | $ 80 | $ 162 |
Current portion of pension benefit obligation in wages and benefits payable | 3,623 | 3,400 |
Long-term portion of pension benefit obligation | 63,887 | 57,839 |
Pension benefit obligation, net | $ 67,430 | $ 61,077 |
Defined Benefit Pension Plans_3
Defined Benefit Pension Plans - Schedule of Amounts Recognized in Other Comprehensive Income (loss), pre-tax (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |||
Net actuarial (gain) loss | $ 1,568 | $ (24,316) | $ (14,565) |
Settlement | 7 | (166) | 2 |
Curtailment | 114 | 20 | 557 |
Plan asset (gain) loss | (369) | 316 | 38 |
Amortization of net actuarial gain (loss) | 65 | (1,490) | (2,183) |
Amortization of prior service cost | (57) | (70) | (71) |
Other | 918 | 481 | 101 |
Other comprehensive (income) loss | $ 2,246 | $ (25,225) | $ (16,121) |
Defined Benefit Pension Plans_4
Defined Benefit Pension Plans - Accumulated Benefit Obligation Additional Details (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Retirement Benefits [Abstract] | |||
Defined benefit plan, expected amortization, next fiscal year | $ 0.2 | ||
Discount rate | 3.74% | 4.14% | 1.66% |
Defined benefit plan, accumulated benefit obligation | $ 68.8 | $ 63.2 |
Defined Benefit Pension Plans_5
Defined Benefit Pension Plans - Schedule of Net Periodic Pension Benefit Costs (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |||
Service cost | $ 2,450 | $ 2,908 | $ 4,479 |
Interest cost | 2,861 | 1,676 | 1,383 |
Expected return on plan assets | (355) | (312) | (346) |
Amortization of prior service costs | 57 | 70 | 71 |
Amortization of actuarial net (gain) loss | (65) | 1,490 | 2,183 |
Settlement | (7) | 166 | (2) |
Curtailment | (114) | (20) | (557) |
Net periodic benefit cost | $ 4,827 | $ 5,978 | $ 7,211 |
Defined benefit plan, net periodic benefit cost (credit) excluding service cost, statement of income or comprehensive income | Other income (expense), net | Other income (expense), net | Other income (expense), net |
Defined Benefit Pension Plans_6
Defined Benefit Pension Plans - Schedule of Significant Actuarial Weighted Average Assumptions Used in Determining the Benefit Obligation and Net Periodic Benefit Cost (Details) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |||
Discount rate | 3.74% | 4.14% | 1.66% |
Expected annual rate of compensation increase | 4.41% | 4.26% | 3.88% |
Discount rate | 4.14% | 1.93% | 1.10% |
Expected rate of return on plan assets | 3.99% | 3.45% | 3.45% |
Expected annual rate of compensation increase | 4.26% | 3.88% | 3.68% |
Defined Benefit Pension Plans_7
Defined Benefit Pension Plans - Schedule of Accumulated Benefit Obligation in Excess of the Fair Value of Plan Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Retirement Benefits [Abstract] | ||
Projected benefit obligation | $ 75,182 | $ 68,799 |
Accumulated benefit obligation | 68,022 | 62,503 |
Fair value of plan assets | $ 7,672 | $ 7,560 |
Defined Benefit Pension Plans_8
Defined Benefit Pension Plans - Fair Values of Plan Investments by Asset Category (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Defined Benefit Plan Disclosure [Line Items] | |||
Total fair value of plan assets | $ 8,840 | $ 8,662 | $ 9,609 |
Cash and Cash Equivalents [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total fair value of plan assets | 0 | 857 | |
Insurance Fund [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total fair value of plan assets | 8,840 | 7,805 | |
Fair Value, Inputs, Level 1 [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total fair value of plan assets | 0 | 857 | |
Fair Value, Inputs, Level 1 [Member] | Cash and Cash Equivalents [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total fair value of plan assets | 0 | 857 | |
Fair Value, Inputs, Level 1 [Member] | Insurance Fund [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total fair value of plan assets | 0 | 0 | |
Fair Value, Inputs, Level 3 [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total fair value of plan assets | 8,840 | 7,805 | |
Fair Value, Inputs, Level 3 [Member] | Cash and Cash Equivalents [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total fair value of plan assets | 0 | 0 | |
Fair Value, Inputs, Level 3 [Member] | Insurance Fund [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total fair value of plan assets | $ 8,840 | $ 7,805 | $ 8,534 |
Defined Benefit Pension Plans_9
Defined Benefit Pension Plans - Level 3 Plan Asset Rollforward (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Defined Benefit Plan, Change in Fair Value of Plan Assets, Level 3 Reconciliation [Roll Forward] | ||
Fair value of plan assets at January 1, | $ 8,662 | $ 9,609 |
Effect of Foreign Currency | 401 | (655) |
Fair value of plan assets at December 31, | 8,840 | 8,662 |
Insurance Fund [Member] | ||
Defined Benefit Plan, Change in Fair Value of Plan Assets, Level 3 Reconciliation [Roll Forward] | ||
Fair value of plan assets at January 1, | 7,805 | |
Fair value of plan assets at December 31, | 8,840 | 7,805 |
Fair Value, Inputs, Level 3 [Member] | ||
Defined Benefit Plan, Change in Fair Value of Plan Assets, Level 3 Reconciliation [Roll Forward] | ||
Fair value of plan assets at January 1, | 7,805 | |
Fair value of plan assets at December 31, | 8,840 | 7,805 |
Fair Value, Inputs, Level 3 [Member] | Insurance Fund [Member] | ||
Defined Benefit Plan, Change in Fair Value of Plan Assets, Level 3 Reconciliation [Roll Forward] | ||
Fair value of plan assets at January 1, | 7,805 | 8,534 |
Net Realized and Unrealized Gains | 727 | (14) |
Net Purchases, Issuances, Settlements, and Other | (67) | (165) |
Effect of Foreign Currency | 375 | (550) |
Fair value of plan assets at December 31, | $ 8,840 | $ 7,805 |
Defined Benefit Pension Plan_10
Defined Benefit Pension Plans - Expected Future Annual Benefit Payments (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Retirement Benefits [Abstract] | |
2024 | $ 4,088 |
2025 | 4,203 |
2026 | 4,191 |
2027 | 4,656 |
2028 | 4,753 |
2029-2033 | $ 28,547 |
Defined Benefit Pension Plan_11
Defined Benefit Pension Plans - Significant Actuarial Weighted Assumptions (Discount Rate) (Details) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Discount rate | 3.74% | 4.14% | 1.66% |
Percentage of Benefit Plans Denominated in Euro [Domain] | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Percentage of benefit plans denominated in euro | 84 | ||
Shorter duration euro denominated defined benefit plans [Member] | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Discount rate | 3.25% |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock-Based Compensation Expense and Related Tax Benefit (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Payment Arrangement, Noncash Expense [Abstract] | |||
Stock options | $ 103 | $ 891 | $ 1,371 |
Restricted stock units | 27,189 | 20,038 | 21,391 |
Unrestricted stock awards | 1,065 | 952 | 856 |
Phantom stock units | 5,025 | 1,315 | 3,242 |
Total stock-based compensation | 33,382 | 23,196 | 26,860 |
Related tax benefit | $ 6,928 | $ 5,371 | $ 4,991 |
Stock-Based Compensation - St_2
Stock-Based Compensation - Stock Option Summary (Details) - Share-based Payment Arrangement, Option [Member] - USD ($) $ / shares in Units, shares in Thousands | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||||
Outstanding, beginning balance (in shares) | 381 | 393 | 433 | |
Granted (in shares) | 0 | 0 | 0 | |
Exercised (in shares) | (18) | (1) | (34) | |
Canceled (in shares) | 0 | (9) | ||
Forfeited (in shares) | 0 | (2) | (6) | |
Outstanding, ending balance (in shares) | 363 | 381 | 393 | 433 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | ||||
Outstanding, beginning balance (in dollars per share) | $ 60.63 | $ 61.18 | $ 61.95 | |
Granted (in dollars per share) | 0 | 0 | 0 | |
Exercised (in dollars per share) | 45.96 | 45.90 | 67.21 | |
Canceled (in dollars per share) | 0 | 80 | ||
Forfeited (in dollars per share) | 0 | 87.27 | 83.33 | |
Outstanding, ending balance (in dollars per share) | $ 61.36 | $ 60.63 | $ 61.18 | $ 61.95 |
Outstanding, Weighted Average Remaining Contractual Term | 4 years | 4 years 9 months 18 days | 5 years 10 months 24 days | 6 years 10 months 24 days |
Outstanding, Aggregate Intrinsic Value | $ 5,886,000 | $ 1,892,000 | $ 4,737,000 | $ 14,697,000 |
Exercised, Aggregate Intrinsic Value | $ 397,000 | $ 4,000 | $ 1,215,000 | |
Granted, Weighted Average Grant Date Fair Value (in dollars per share) | $ 0 | $ 0 | $ 0 |
Stock-Based Compensation - Rest
Stock-Based Compensation - Restricted Stock Units Summary (Details) - Restricted Stock Units (RSUs) [Member] - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||
Outstanding, beginning balance (in shares) | 528 | 430 | 544 |
Granted (in shares) | 497 | 391 | 230 |
Forfeited (in shares) | (32) | (66) | (51) |
Outstanding, ending balance (in shares) | 751 | 528 | 430 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |||
Outstanding, beginning balance (in dollars per share) | $ 66.39 | $ 85.77 | $ 71.79 |
Granted (in dollars per share) | 56.89 | 53.33 | 97.66 |
Forfeitures (in dollars per share) | 61.59 | ||
Outstanding, ending balance (in dollars per share) | $ 58.89 | $ 66.39 | $ 85.77 |
Vested and Released [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||
Released (in shares) | 242 | 227 | 293 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |||
Released (in dollars per share) | $ 71.64 | ||
Released, Aggregate Intrinsic Value | $ 13,974 | $ 18,169 | $ 20,639 |
Vested but Not Released [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||
Vested but not released (in shares) | 15 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |||
Outstanding, ending balance (in dollars per share) | $ 75.51 | ||
Released, Aggregate Intrinsic Value | $ 1,159 |
Stock-Based Compensation - Long
Stock-Based Compensation - Long-Term Performance Restricted Stock Unit Award Monte Carlo Pricing Model Assumptions (Details) - Restricted Stock Units (RSUs) [Member] - $ / shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Granted (in dollars per share) | $ 56.89 | $ 53.33 | $ 97.66 |
Long Term Performance Restricted Stock Award [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected volatility | 46% | 55.70% | 54.20% |
Risk-free interest rate | 4.60% | 1.70% | 0.40% |
Expected term (years) | 1 year 10 months 24 days | 2 years 10 months 24 days | 1 year 10 months 24 days |
Granted (in dollars per share) | $ 73.41 | $ 57.88 | $ 77.65 |
Stock-Based Compensation - Phan
Stock-Based Compensation - Phantom Stock Units Summary (Details) - Phantom Share Units (PSUs) [Member] - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||
Outstanding, beginning balance (in shares) | 85 | 69 | 82 |
Granted (in shares) | 77 | 59 | 35 |
Issued (in shares) | (43) | (34) | (41) |
Forfeited, Number | (4) | (9) | (7) |
Outstanding, ending balance (in shares) | 115 | 85 | 69 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |||
Outstanding, beginning balance (in dollars per share) | $ 66.46 | $ 85.47 | $ 73.13 |
Granted (in dollars per share) | 56.52 | 53.07 | 96.49 |
Released (in dollars per share) | 69.85 | ||
Forfeitures (in dollars per share) | 66.19 | ||
Outstanding, ending balance (in dollars per share) | $ 58.58 | $ 66.46 | $ 85.47 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Aggregate Intrinsic Value, Vested | $ 2,511 | $ 1,780 | $ 4,100 |
Stock-Based Compensation - St_3
Stock-Based Compensation - Stock-Based Compensation Narrative (Details) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 USD ($) shares | May 31, 2023 shares | Dec. 31, 2022 USD ($) | |
Restricted Stock Units (RSUs) [Member] | |||
[Line Items] | |||
Compensation cost not yet recognized | $ | $ 32 | ||
Unrecognized compensation expense, expected weighted average period for recognition | 1 year 9 months 18 days | ||
Phantom Share Units (PSUs) [Member] | |||
[Line Items] | |||
Compensation cost not yet recognized | $ | $ 4.4 | ||
Unrecognized compensation expense, expected weighted average period for recognition | 1 year 8 months 12 days | ||
Deferred compensation share-based arrangements, liability, current | $ | $ 4.4 | $ 1.7 | |
Employee Stock [Member] | |||
[Line Items] | |||
Number of shares available for future grant under the Stock Incentive Plan (in shares) | 520,200 | ||
Stock Incentive Plan [Member] | |||
[Line Items] | |||
Number of shares authorized for issuance under the Stock Incentive Plan (in shares) | 10,357,273 | ||
Number of shares available for future grant under the Stock Incentive Plan (in shares) | 1,843,272 | ||
Reduction in stock options available for issue (in shares) | 1 | ||
Authorized share reserve reduction in awards other than stock options or share appreciation rights available for issue, conversion ratio | 1.7 | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Authorized For Reallocation | 500,000 |
Defined Contribution Plans - Sc
Defined Contribution Plans - Schedule of Defined Contribution Plans Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Defined Contribution [Abstract] | |||
Defined contribution plans expense | $ 16,958 | $ 14,241 | $ 18,287 |
Defined Contribution Plans - Na
Defined Contribution Plans - Narrative (Details) | 12 Months Ended |
Dec. 31, 2023 | |
Defined Contribution [Abstract] | |
Employer matching contribution, percentage of match | 75% |
Employer matching contribution, percentage of employees' gross pay | 6% |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income Tax Provision (Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Current: | |||
Federal | $ 43,101 | $ (2,692) | $ 20,197 |
State and local | 12,039 | 3,698 | 7,271 |
Foreign | 8,573 | 25,433 | 12,594 |
Total current | 63,713 | 26,439 | 40,062 |
Deferred: | |||
Federal | (29,717) | (24,167) | (36,196) |
State and local | (6,471) | (4,723) | (12,186) |
Foreign | 1,071 | (23,832) | (12,657) |
Total deferred | (35,117) | (52,722) | (61,039) |
Change in valuation allowance | 472 | 20,087 | (24,535) |
Total provision (benefit) from income taxes | $ 29,068 | $ (6,196) | $ (45,512) |
Income Taxes - Schedule of In_2
Income Taxes - Schedule of Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||
Domestic | $ 88,258 | $ (19,104) | $ (91,579) |
Foreign | 39,128 | 3,361 | (32,231) |
Total income (loss) before income taxes | 127,386 | (15,743) | (123,810) |
Expected federal income tax provision (benefit) | 26,751 | (3,306) | (26,000) |
Effective Income Tax Rate Reconciliation, Disposition of Business, Amount | 0 | 1,578 | 0 |
Change in valuation allowance | 472 | 20,087 | (24,535) |
Onshoring of international operations | 0 | 0 | (10,933) |
Stock-based compensation | 928 | 1,611 | (2,465) |
Foreign earnings | 3,921 | (22,244) | 25,738 |
Tax credits | (11,906) | (10,967) | (8,988) |
Uncertain tax positions, including interest and penalties | (57) | (2,053) | 6,693 |
Change in tax rates | 106 | 385 | (1,919) |
State income tax provision (benefit), net of federal effect | 2,324 | (2,873) | (5,722) |
U.S. tax provision on foreign earnings | 404 | 146 | 58 |
Nondeductible goodwill impairment | 0 | 6,375 | 0 |
Local foreign taxes | 509 | 551 | 667 |
Other, net | 5,616 | 4,514 | 1,894 |
Total provision (benefit) from income taxes | $ 29,068 | $ (6,196) | $ (45,512) |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | ||
Deferred tax assets | ||||
Loss carryforwards | $ 419,327 | [1] | $ 405,674 | |
Tax credits | 23,441 | [2] | 44,790 | |
Accrued expenses | 37,609 | 18,774 | ||
Pension plan benefits expense | 7,671 | 7,037 | ||
Warranty reserves | 8,265 | 8,535 | ||
Depreciation and amortization | 64,959 | 72,505 | ||
Equity compensation | 9,362 | 7,061 | ||
Inventory valuation | 4,883 | 5,356 | ||
Deferred revenue | 12,264 | 13,346 | ||
Interest | 8,228 | 11,721 | ||
Leases | 7,173 | 9,543 | ||
Capitalized research costs | 113,465 | 74,058 | ||
Other deferred tax assets, net | 9,004 | 7,986 | ||
Total deferred tax assets | 725,651 | 686,386 | ||
Valuation allowance | (445,170) | [1] | (427,423) | |
Total deferred tax assets, net of valuation allowance | 280,481 | 258,963 | ||
Deferred tax liabilities | ||||
Depreciation and amortization | (23,313) | (34,909) | ||
Leases | (6,064) | (8,274) | ||
Other deferred tax liabilities, net | (4,590) | (4,631) | ||
Total deferred tax liabilities | (33,967) | (47,814) | ||
Net deferred tax assets | 246,514 | $ 211,149 | ||
Deferred tax assets, tax credit carryforwards, general business | [2] | 5,400 | ||
Deferred tax assets, tax credit carryforwards, other | [2] | 41,900 | ||
U.S. federal | ||||
Deferred tax liabilities | ||||
Loss carryforwards by Jurisdiction | [1] | 3,600 | ||
LUXEMBOURG | ||||
Deferred tax liabilities | ||||
Loss carryforwards by Jurisdiction | [1] | $ 1,300,000 | ||
[1] For tax return purposes at December 31, 2023, we had U.S. federal loss carryforwards of $3.6 million, which begin to expire in the year 2024. At December 31, 2023, we have net operating loss carryforwards in Luxembourg of $1.3 billion, the majority of which can be carried forward indefinitely, offset by a full valuation allowance. The remaining portion of the loss carryforwards are composed primarily of losses in various other state and foreign jurisdictions. The majority of these losses can be carried forward indefinitely. At December 31, 2023, there was a valuation allowance of $445.2 million primarily associated with foreign loss carryforwards. For tax return purposes at December 31, 2023, we had: U.S. general business credits of $5.4 million, which begin to expire in 2043; and state tax credits of $41.9 million, which begin to expire in 2024. |
Income Taxes - Valuation and Qu
Income Taxes - Valuation and Qualifying Accounts (Details) - SEC Schedule, 12-09, Valuation Allowance, Deferred Tax Asset [Member] - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at beginning of period | $ 427,423 | $ 443,593 | $ 503,859 |
Other adjustments | 17,275 | (36,257) | (35,731) |
Additions charged to costs and expenses | 472 | 20,087 | (24,535) |
Balance at end of period, noncurrent | $ 445,170 | $ 427,423 | $ 443,593 |
Income Taxes - Unrecognized Tax
Income Taxes - Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Reconciliation of Unrecognized Tax Benefits [Roll Forward] | |||
Unrecognized tax benefits, beginning of period | $ 130,144 | $ 139,529 | $ 135,910 |
Gross increase to positions in prior years | 1,182 | 14,450 | 570 |
Gross decrease to positions in prior years | (8,666) | (2,786) | (19,709) |
Gross increases to current period tax positions | 10,967 | 4,702 | 31,456 |
Audit settlements | (3,234) | 0 | 0 |
Decrease related to lapsing of statute of limitations | (2,000) | (23,164) | (4,535) |
Effect of change in exchange rates | 1,674 | (2,587) | (4,163) |
Unrecognized tax benefits, end of period | 130,067 | 130,144 | 139,529 |
The amount of unrecognized tax benefits that, if recognized, would affect our effective tax rate | 129,591 | 130,137 | 139,503 |
Net interest and penalties expense (benefit) | 1,821 | 4,665 | $ (1,097) |
Accrued interest | 9,794 | 7,575 | |
Accrued penalties | $ 466 | $ 567 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Effective Income Tax Rate Reconciliation, Percent | 23% | 39% | 37% |
Deferred tax liabilities, net | $ (33,967) | $ (47,814) | |
Valuation allowance, deferred tax asset, increase (decrease), amount | (472) | (20,087) | $ 24,535 |
Undistributed Earnings of Foreign Subsidiaries and Foreign Corporate Joint Ventures [Member] | |||
Undistributed earnings of foreign subsidiaries | $ 30,800 | $ 43,000 |
Commitments and Contingencies -
Commitments and Contingencies - Available Lines of Credit, Outstanding Standby Letter of Credits, and Bonds (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 | Oct. 18, 2019 |
Line of Credit Facility [Line Items] | |||
Multicurrency revolving line of credit | $ 500,000,000 | ||
Credit Facility [Member] | |||
Line of Credit Facility [Line Items] | |||
Multicurrency revolving line of credit | $ 500,000,000 | $ 500,000,000 | |
Standby LOCs issued and outstanding | (59,059,000) | (55,990,000) | |
Line of credit facility, remaining borrowing capacity | 240,941,000 | 244,010,000 | |
Unsecured Multicurrency Revolving Lines of Credit [Member] | |||
Line of Credit Facility [Line Items] | |||
Multicurrency revolving line of credit | 84,318,000 | 81,781,000 | |
Standby LOCs issued and outstanding | (21,853,000) | (22,530,000) | |
Short-term borrowings | 0 | 0 | |
Line of credit facility, remaining borrowing capacity | 62,465,000 | 59,251,000 | |
Surety Bond [Member] | |||
Line of Credit Facility [Line Items] | |||
Unsecured surety bonds in force | 271,164,000 | 285,754,000 | |
Line of Credit | |||
Line of Credit Facility [Line Items] | |||
Long-term borrowings | 0 | 0 | |
Line of credit facility, remaining borrowing capacity | $ 440,941,000 | $ 444,010,000 |
Commitments and Contingencies_2
Commitments and Contingencies - Warranty Account Accrual Activity (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Movement in Product Warranty Accrual [Roll Forward] | |||
Beginning balance | $ 25,698 | $ 32,022 | $ 41,390 |
New product warranties | 6,665 | 5,061 | 4,848 |
Other adjustments and expirations, net | 710 | (882) | 551 |
Claims activity | (11,187) | (9,719) | (13,593) |
Warranties reclassified to held for sale | 0 | 0 | (90) |
Effect of change in exchange rates | 278 | (784) | (1,084) |
Ending balance | 22,164 | 25,698 | 32,022 |
Less: current portion of warranty | 14,663 | 18,203 | 18,406 |
Long-term warranty | 7,501 | 7,495 | 13,616 |
Total warranty expense | $ 7,375 | $ 4,179 | $ 5,399 |
Commitments and Contingencies_3
Commitments and Contingencies - Warranty Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Loss Contingencies [Line Items] | |||
Other adjustments and expirations, net | $ 710 | $ (882) | $ 551 |
Standard and Extended Product Warranty Accrual, Decrease for Payments | $ 11,187 | $ 9,719 | $ 13,593 |
Commitments and Contingencies_4
Commitments and Contingencies - Health Benefit Plan Costs (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |||
Plan costs | $ 36,326 | $ 37,942 | $ 39,187 |
Commitments and Contingencies_5
Commitments and Contingencies - Incurred But Not Reported Health Benefit Cost Accrual (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Commitments and Contingencies Disclosure [Abstract] | ||
IBNR accrual | $ 3,673 | $ 4,277 |
Restructuring - Expected Cost,
Restructuring - Expected Cost, Costs Recognized, and Costs to be Recognized (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Restructuring Cost and Reserve [Line Items] | ||
Restructuring Charges | $ 43,989 | |
2023 Projects | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring and related cost, expected cost | 51,703 | |
Costs Recognized in Prior Periods | $ 0 | |
Restructuring Charges | 48,528 | |
Restructuring and Related Cost, Expected Cost Remaining | 3,175 | |
2021 Projects | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring and related cost, expected cost | 48,679 | |
Costs Recognized in Prior Periods | 50,042 | |
Restructuring Charges | (3,113) | |
Restructuring and Related Cost, Expected Cost Remaining | 1,750 | |
2020 Projects | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring and related cost, expected cost | 32,762 | |
Costs Recognized in Prior Periods | 34,188 | |
Restructuring Charges | (1,426) | |
Restructuring and Related Cost, Expected Cost Remaining | 0 | |
Employee Severance | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring Charges | 37,951 | |
Employee Severance | 2023 Projects | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring and related cost, expected cost | 43,347 | |
Costs Recognized in Prior Periods | 0 | |
Restructuring Charges | 43,347 | |
Restructuring and Related Cost, Expected Cost Remaining | 0 | |
Employee Severance | 2021 Projects | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring and related cost, expected cost | 34,821 | |
Costs Recognized in Prior Periods | 38,359 | |
Restructuring Charges | (3,538) | |
Restructuring and Related Cost, Expected Cost Remaining | 0 | |
Employee Severance | 2020 Projects | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring and related cost, expected cost | 18,524 | |
Costs Recognized in Prior Periods | 20,382 | |
Restructuring Charges | (1,858) | |
Restructuring and Related Cost, Expected Cost Remaining | 0 | |
Asset Impairment and Net (Gain) Loss on Sale or Disposal | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring Charges | 385 | |
Asset Impairment and Net (Gain) Loss on Sale or Disposal | 2023 Projects | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring and related cost, expected cost | 1,130 | |
Costs Recognized in Prior Periods | 0 | |
Restructuring Charges | 1,130 | |
Restructuring and Related Cost, Expected Cost Remaining | 0 | |
Asset Impairment and Net (Gain) Loss on Sale or Disposal | 2021 Projects | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring and related cost, expected cost | 8,379 | |
Costs Recognized in Prior Periods | 8,599 | |
Restructuring Charges | (220) | |
Restructuring and Related Cost, Expected Cost Remaining | 0 | |
Asset Impairment and Net (Gain) Loss on Sale or Disposal | 2020 Projects | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring and related cost, expected cost | 5,940 | |
Costs Recognized in Prior Periods | 6,465 | |
Restructuring Charges | (525) | |
Restructuring and Related Cost, Expected Cost Remaining | 0 | |
Other Restructuring | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring Charges | 5,653 | |
Other Restructuring | 2023 Projects | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring and related cost, expected cost | 7,226 | |
Costs Recognized in Prior Periods | 0 | |
Restructuring Charges | 4,051 | |
Restructuring and Related Cost, Expected Cost Remaining | 3,175 | |
Other Restructuring | 2021 Projects | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring and related cost, expected cost | 5,479 | |
Costs Recognized in Prior Periods | 3,084 | |
Restructuring Charges | 645 | |
Restructuring and Related Cost, Expected Cost Remaining | 1,750 | |
Other Restructuring | 2020 Projects | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring and related cost, expected cost | 8,298 | |
Costs Recognized in Prior Periods | $ 7,341 | |
Restructuring Charges | 957 | |
Restructuring and Related Cost, Expected Cost Remaining | $ 0 |
Restructuring - Additional Info
Restructuring - Additional Information (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Restructuring Cost and Reserve [Line Items] | ||
Restructuring reserve, current | $ 21 | $ 14.5 |
Restructuring reserve, noncurrent | $ 51.4 | $ 27.9 |
Restructuring - Related Balance
Restructuring - Related Balance Sheet Activity (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring Reserve - Beginning Balance | $ 42,444 |
Restructuring Charges | 43,989 |
Cash payments | (16,523) |
Cash receipts | 4,211 |
Net assets disposed and impaired | (4,584) |
Effect of change in exchange rates | 2,839 |
Restructuring Reserve - Ending Balance | 72,376 |
Employee severance costs | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring Reserve - Beginning Balance | 39,558 |
Restructuring Charges | 37,951 |
Cash payments | (11,618) |
Cash receipts | 0 |
Net assets disposed and impaired | 0 |
Effect of change in exchange rates | 2,807 |
Restructuring Reserve - Ending Balance | 68,698 |
Asset Impairment and Net (Gain) Loss on Sale or Disposal | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring Reserve - Beginning Balance | 0 |
Restructuring Charges | 385 |
Cash payments | (12) |
Cash receipts | 4,211 |
Net assets disposed and impaired | (4,584) |
Effect of change in exchange rates | 0 |
Restructuring Reserve - Ending Balance | 0 |
Other restructuring costs | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring Reserve - Beginning Balance | 2,886 |
Restructuring Charges | 5,653 |
Cash payments | (4,893) |
Cash receipts | 0 |
Net assets disposed and impaired | 0 |
Effect of change in exchange rates | 32 |
Restructuring Reserve - Ending Balance | $ 3,678 |
Shareholders' Equity - Narrativ
Shareholders' Equity - Narrative (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 10 Months Ended | 12 Months Ended | ||||||
Nov. 02, 2021 USD ($) | Sep. 30, 2022 USD ($) | Mar. 31, 2022 USD ($) | Mar. 31, 2021 USD ($) $ / shares shares | Feb. 26, 2024 shares | Dec. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) shares | May 11, 2023 USD ($) | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Preferred stock, shares authorized (in shares) | shares | 10,000,000 | 10,000,000 | |||||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0 | $ 0 | |||||||
Preferred stock, shares issued (in shares) | shares | 0 | 0 | |||||||
Preferred stock, shares outstanding (in shares) | shares | 0 | 0 | |||||||
Stock Repurchase Program, Authorized Amount | $ 100,000 | ||||||||
Derivative, Notional Amount | $ 84,100 | ||||||||
Stock-based awards excluded from diluted EPS calculation (antidilutive) (in shares) | shares | 300,000 | 700,000 | 500,000 | ||||||
Deferred Tax Assets, Derivative Instruments | $ 20,600 | ||||||||
Treasury stock, shares, acquired | shares | 3,700,000 | ||||||||
Class of warrant or right, exercise price of warrants or rights | $ / shares | $ 180 | ||||||||
Class of Warrant or Right, Premium, Percentage | 1 | ||||||||
Class of Warrant or Right, Aggregate Proceeds From Transaction | $ 45,300 | ||||||||
Actuarial gain (loss) | $ 1,682 | $ (23,682) | |||||||
Loss on sale of businesses | $ 667 | 3,505 | $ 64,289 | ||||||
Foreign currency translation adjustments | $ 1,900 | ||||||||
Dresser | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Accumulated other comprehensive loss, foreign currency translation adjustment, net of tax | $ 59,700 | ||||||||
Actuarial gain (loss) | $ 900 | ||||||||
Discontinued Operations, Disposed of by Sale | Dresser | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Loss on sale of businesses | $ 55,400 | $ 3,500 | |||||||
Convertible Debt Securities | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Stock-based awards excluded from diluted EPS calculation (antidilutive) (in shares) | shares | 3,700,000 | 3,700,000 | |||||||
Common stock conversion price (in usd per share) | $ / shares | $ 126 | ||||||||
2023 Stock Repurchase Program | Subsequent Event [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Stock repurchased during period, shares | shares | 0 |
Shareholders' Equity - Accumula
Shareholders' Equity - Accumulated Other Comprehensive Income (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Accumulated Other Comprehensive Income (Loss), Net of Tax, Beginning of Period | $ (94,674) | ||
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent | 13,484 | $ 53,424 | $ (9,572) |
Accumulated Other Comprehensive Income (Loss), Net of Tax, End of Period | (81,190) | (94,674) | |
Actuarial gain (loss) | 1,682 | (23,682) | |
Parent [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Accumulated Other Comprehensive Income (Loss), Net of Tax, Beginning of Period | (94,674) | (148,098) | (138,526) |
Other Comprehensive Income (Loss), before Reclassifications, Net of Tax | 13,603 | (5,578) | (11,538) |
Reclassification from Accumulated Other Comprehensive Income, Current Period, Net of Tax | (119) | 59,002 | 1,966 |
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent | 13,484 | 53,424 | (9,572) |
Accumulated Other Comprehensive Income (Loss), Net of Tax, End of Period | (81,190) | (94,674) | (148,098) |
Accumulated Translation Adjustment [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Accumulated Other Comprehensive Income (Loss), Net of Tax, Beginning of Period | (83,193) | (111,766) | (84,843) |
Other Comprehensive Income (Loss), before Reclassifications, Net of Tax | 15,550 | (28,748) | (26,923) |
Reclassification from Accumulated Other Comprehensive Income, Current Period, Net of Tax | 0 | 57,321 | 0 |
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent | 15,550 | 28,573 | (26,923) |
Accumulated Other Comprehensive Income (Loss), Net of Tax, End of Period | (67,643) | (83,193) | (111,766) |
Accumulated Net Gain (Loss) from Designated or Qualifying Cash Flow Hedges [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Accumulated Other Comprehensive Income (Loss), Net of Tax, Beginning of Period | (210) | (210) | (1,621) |
Other Comprehensive Income (Loss), before Reclassifications, Net of Tax | 0 | 0 | 1,121 |
Reclassification from Accumulated Other Comprehensive Income, Current Period, Net of Tax | 0 | 0 | 290 |
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent | 0 | 0 | 1,411 |
Accumulated Other Comprehensive Income (Loss), Net of Tax, End of Period | (210) | (210) | (210) |
Accumulated Other Comprehensive Income, Net Unrealized Gain (Loss) on Nonderivative Instruments [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Accumulated Other Comprehensive Income (Loss), Net of Tax, Beginning of Period | (14,380) | (14,380) | (14,380) |
Other Comprehensive Income (Loss), before Reclassifications, Net of Tax | 0 | 0 | 0 |
Reclassification from Accumulated Other Comprehensive Income, Current Period, Net of Tax | 0 | 0 | 0 |
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent | 0 | 0 | 0 |
Accumulated Other Comprehensive Income (Loss), Net of Tax, End of Period | (14,380) | (14,380) | (14,380) |
Accumulated Defined Benefit Plans Adjustment [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Accumulated Other Comprehensive Income (Loss), Net of Tax, Beginning of Period | 3,109 | (21,742) | (37,682) |
Other Comprehensive Income (Loss), before Reclassifications, Net of Tax | (1,947) | 23,170 | 14,264 |
Reclassification from Accumulated Other Comprehensive Income, Current Period, Net of Tax | (119) | 1,681 | 1,676 |
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent | (2,066) | 24,851 | 15,940 |
Accumulated Other Comprehensive Income (Loss), Net of Tax, End of Period | $ 1,043 | $ 3,109 | $ (21,742) |
Shareholders' Equity - Schedule
Shareholders' Equity - Schedule of Other Comprehensive Income (Loss) Tax Effect (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Before-tax amount [Abstract] | |||
Foreign currency translation adjustment | $ 15,622 | $ (28,921) | $ (26,757) |
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Reclassification Adjustment from AOCI, Realized upon Sale or Liquidation, before Tax | 0 | 57,321 | 0 |
Net unrealized gain (loss) on derivative instruments designated as cash flow hedges | 0 | 0 | 1,139 |
Net hedging (gain) loss reclassified into net income (loss) | 0 | 0 | 756 |
Other Comprehensive (Income) Loss, Defined Benefit Plan, before Reclassification Adjustment and Tax | (2,117) | 23,519 | 14,426 |
Other Comprehensive (Income) Loss, Defined Benefit Plan, Reclassification Adjustment from AOCI, before Tax | (129) | 1,706 | 1,695 |
Total other comprehensive income (loss), before tax | 13,376 | 53,625 | (8,741) |
Tax (provision) benefit [Abstract] | |||
Foreign currency translation adjustment | (72) | 173 | (166) |
Disposal Group, including discontinued operations, Foreign Currency Translation Gains (Losses), tax (provision) benefit | 0 | 0 | 0 |
Net unrealized gain (loss) on derivative instruments designated as cash flow hedges | 0 | 0 | (18) |
Net hedging (gain) loss reclassified into net income (loss) | 0 | 0 | (466) |
Other Comprehensive (Income) Loss, Defined Benefit Plan, before Reclassification Adjustment, Tax | 170 | (349) | (162) |
Other Comprehensive (Income) Loss, Defined Benefit Plan, Reclassification Adjustment from AOCI, Tax | 10 | (25) | (19) |
Total other comprehensive income (loss) tax (provision) benefit | 108 | (201) | (831) |
Net-of-tax amount | |||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax, Portion Attributable to Parent | 15,550 | (28,748) | (26,923) |
Foreign currency translation adjustment reclassified to net income (loss) on sale or disposal of businesses | 0 | 57,321 | 0 |
Net unrealized gain (loss) on derivative instruments designated as cash flow hedges | 0 | 0 | 1,121 |
Net hedging (gain) loss reclassified into net income (loss) | 0 | 0 | 290 |
Other Comprehensive (Income) Loss, Defined Benefit Plan, before Reclassification Adjustment, after Tax | (1,947) | 23,170 | 14,264 |
Other Comprehensive Income (Loss), Defined Benefit Plan, Gain (Loss), Reclassification Adjustment from AOCI, after Tax | (119) | 1,681 | 1,676 |
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent | $ 13,484 | $ 53,424 | $ (9,572) |
Fair Values of Financial Inst_3
Fair Values of Financial Instruments - Schedule of Fair Values of Financial Instruments (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Line of Credit | ||
Liabilities | ||
Multicurrency revolving line of credit | $ 0 | $ 0 |
Carrying Amount | ||
Liabilities | ||
Convertible notes | 454,827,000 | 452,526,000 |
Carrying Amount | Line of Credit | ||
Liabilities | ||
Multicurrency revolving line of credit | 0 | 0 |
Fair Value | ||
Liabilities | ||
Convertible notes | 423,476,000 | 377,200,000 |
Fair Value | Line of Credit | ||
Liabilities | ||
Multicurrency revolving line of credit, Fair Value of Amount Outstanding | $ 0 | $ 0 |
Segment Information - Informati
Segment Information - Information By Segment (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Segment Reporting Information [Line Items] | |||
Total revenues | $ 2,173,633,000 | $ 1,795,564,000 | $ 1,981,572,000 |
Gross profit | 713,908,000 | 522,189,000 | 573,169,000 |
Operating Income (Loss) | 128,867,000 | (7,439,000) | (79,299,000) |
Total other income (expense) | (1,481,000) | (8,304,000) | (44,511,000) |
Total income (loss) before income taxes | 127,386,000 | (15,743,000) | (123,810,000) |
Depreciation and amortization of intangible assets | 55,763,000 | 66,763,000 | 84,153,000 |
Corporate, Non-Segment | |||
Segment Reporting Information [Line Items] | |||
Operating Income (Loss) | (356,090,000) | (328,657,000) | (441,581,000) |
Depreciation and amortization of intangible assets | 21,668,000 | 29,271,000 | 40,208,000 |
Device Solutions [Member] | Operating Segments | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 455,726,000 | 438,710,000 | 645,104,000 |
Gross profit | 105,917,000 | 61,778,000 | 99,355,000 |
Operating Income (Loss) | 65,690,000 | 26,703,000 | 57,217,000 |
Depreciation and amortization of intangible assets | 12,348,000 | 14,452,000 | 22,884,000 |
Networked Solutions Segment [Member] | Operating Segments | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 1,450,291,000 | 1,119,268,000 | 1,092,631,000 |
Gross profit | 499,725,000 | 361,975,000 | 378,633,000 |
Operating Income (Loss) | 368,921,000 | 248,268,000 | 254,434,000 |
Depreciation and amortization of intangible assets | 16,314,000 | 17,539,000 | 16,607,000 |
Outcomes Segment [Member] | Operating Segments | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 267,616,000 | 237,586,000 | 243,837,000 |
Gross profit | 108,266,000 | 98,436,000 | 95,181,000 |
Operating Income (Loss) | 50,346,000 | 46,247,000 | 50,631,000 |
Depreciation and amortization of intangible assets | 5,433,000 | 5,501,000 | 4,454,000 |
Product revenues | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 1,863,489,000 | 1,500,243,000 | 1,678,195,000 |
Product revenues | Device Solutions [Member] | Operating Segments | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 452,718,000 | 433,354,000 | 635,103,000 |
Product revenues | Networked Solutions Segment [Member] | Operating Segments | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 1,331,546,000 | 1,002,156,000 | 974,531,000 |
Product revenues | Outcomes Segment [Member] | Operating Segments | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 79,225,000 | 64,733,000 | 68,561,000 |
Service revenues | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 310,144,000 | 295,321,000 | 303,377,000 |
Service revenues | Device Solutions [Member] | Operating Segments | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 3,008,000 | 5,356,000 | 10,001,000 |
Service revenues | Networked Solutions Segment [Member] | Operating Segments | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 118,745,000 | 117,112,000 | 118,100,000 |
Service revenues | Outcomes Segment [Member] | Operating Segments | |||
Segment Reporting Information [Line Items] | |||
Total revenues | $ 188,391,000 | $ 172,853,000 | $ 175,276,000 |
Segment Information - Revenues
Segment Information - Revenues By Region (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Revenues from External Customers [Line Items] | |||
Total revenues | $ 2,173,633,000 | $ 1,795,564,000 | $ 1,981,572,000 |
United States and Canada [Member] | |||
Revenues from External Customers [Line Items] | |||
Total revenues | 1,733,680,000 | 1,302,241,000 | 1,273,868,000 |
EMEA [Member] | |||
Revenues from External Customers [Line Items] | |||
Total revenues | 340,854,000 | 391,556,000 | 568,008,000 |
Asia Pacific | |||
Revenues from External Customers [Line Items] | |||
Total revenues | $ 99,099,000 | $ 101,767,000 | $ 139,696,000 |
- Property, Plant, and Equipmen
- Property, Plant, and Equipment By Location (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Schedule of Property, Plant, and Equipment by Location | ||
Property, plant, and equipment, net | $ 128,806 | $ 140,123 |
UNITED STATES [Member] | ||
Schedule of Property, Plant, and Equipment by Location | ||
Property, plant, and equipment, net | 80,035 | 85,704 |
Outside United States [Member] | ||
Schedule of Property, Plant, and Equipment by Location | ||
Property, plant, and equipment, net | $ 48,771 | $ 54,419 |
Segment Information - Segment R
Segment Information - Segment Results Narrative (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Segment Reporting Information [Line Items] | |||
Number of operating segments | 3 | ||
Loss on sale of businesses | $ 667 | $ 3,505 | $ 64,289 |
Restructuring | 43,989 | (13,625) | 54,623 |
Goodwill impairment | 0 | 38,480 | 0 |
Discontinued Operations, Disposed of by Sale | |||
Segment Reporting Information [Line Items] | |||
Loss on sale of businesses | $ 3,500 | $ 64,300 | |
Discontinued Operations, Disposed of by Sale | Dresser | |||
Segment Reporting Information [Line Items] | |||
Loss on sale of businesses | $ 700 |
Revenues - Contract with Custom
Revenues - Contract with Customer, Asset and Liability Rollforward (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Revenue from Contract with Customer [Abstract] | |
Beginning balance, January 1, 2023 | $ 75,958 |
Revenues recognized from beginning contract liability | (62,011) |
Cumulative catch-up adjustments | 10,959 |
Increases due to amounts collected or due | 335,465 |
Revenues recognized from current period increases | (278,905) |
Other | 1,419 |
Ending balance, December 31, 2023 | $ 82,885 |
Revenues - Narrative (Details)
Revenues - Narrative (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Revenue from Contract with Customer [Abstract] | ||
Contract with customer, asset, gross | $ 80.1 | $ 57 |
Contract with customer, liability | $ 163 | $ 133 |
Revenues - Remaining Performanc
Revenues - Remaining Performance Obligations (Details) $ in Billions | Dec. 31, 2023 USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Amount | $ 1.9 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 12 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Amount | $ 1.8 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period |
Sale of Business - Narrative (D
Sale of Business - Narrative (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||
Nov. 02, 2021 USD ($) | Jun. 25, 2020 USD ($) numberOfSubsidiaries | Mar. 31, 2022 USD ($) | Mar. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Net proceeds (payments) related to the sale of businesses | $ (772) | $ 55,933 | $ 3,142 | |||||
Actuarial gain (loss) | 1,682 | (23,682) | ||||||
Loss on sale of businesses | 667 | 3,505 | 64,289 | |||||
Loss on sale of businesses | 667 | 3,505 | 64,289 | |||||
Discontinued Operations, Disposed of by Sale | ||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Disposal group, not discontinued operation, loss (gain) on write-down | (34,400) | |||||||
Loss on sale of businesses | 3,500 | 64,300 | ||||||
Dresser | ||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Disposal Group, Including Discontinued Operation, Consideration | 75,000 | |||||||
Accumulated other comprehensive loss, foreign currency translation adjustment, net of tax | $ 59,700 | |||||||
Actuarial gain (loss) | $ 900 | |||||||
Dresser | Discontinued Operations, Disposed of by Sale | ||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Net proceeds (payments) related to the sale of businesses | 55,900 | |||||||
Disposal group, not discontinued operation, loss (gain) on write-down | (3,100) | |||||||
Loss on sale of businesses | $ 55,400 | 3,500 | ||||||
Loss on sale of businesses | $ 700 | |||||||
Accell | ||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Disposal Group, Including Discontinued, Interest Received | 700 | |||||||
Accell | Discontinued Operations, Disposed of by Sale | ||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Number of subsidiaries sold | numberOfSubsidiaries | 5 | |||||||
Disposal Group, Including Discontinued Operation, Sales Price | $ 35,000 | |||||||
Working capital | $ 21,100 | $ 18,400 | ||||||
Cash outflow at closing | $ 4,500 | |||||||
Payments received from disposal | $ 3,800 | |||||||
Disposal Group, Including Discontinued Operation, Foreign Currency Translation Gains (Losses) | $ 26,800 |
Leases - Components of Lease Co
Leases - Components of Lease Cost (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Leases [Abstract] | ||
Operating Lease, Cost | $ 18,798 | $ 19,092 |
Variable Lease, Cost | 3,804 | 4,107 |
Lease, Cost, Total | $ 22,602 | $ 23,199 |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flows (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Leases [Abstract] | ||
Operating Lease, Payments | $ 19,517 | $ 19,214 |
Right-of-Use Asset Obtained in Exchange for Operating Lease Liability | $ 3,652 | $ 5,597 |
Leases - Supplemental Balance S
Leases - Supplemental Balance Sheet Information (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Leases [Abstract] | ||
Operating lease right-of-use assets, net | $ 41,186 | $ 52,826 |
Operating Lease, Liability, Current | 14,981 | 15,967 |
Operating lease liabilities | 32,656 | 44,370 |
Total operating lease liability | $ 47,637 | $ 60,337 |
Operating Lease, Weighted Average Remaining Lease Term | 3 years 7 months 6 days | 3 years 9 months 18 days |
Operating Lease, Weighted Average Discount Rate, Percent | 4.50% | 4.40% |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | Other current liabilities | Other current liabilities |
Leases - Operating Lease Maturi
Leases - Operating Lease Maturities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Leases [Abstract] | ||
2024 | $ 16,614 | |
2025 | 14,712 | |
2026 | 12,486 | |
2027 | 4,154 | |
2028 | 1,582 | |
Thereafter | 1,958 | |
Total lease payments | 51,506 | |
Less: imputed interest | (3,869) | |
Total operating lease liability | $ 47,637 | $ 60,337 |