Cover Page
Cover Page - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Jan. 31, 2020 | Jun. 30, 2019 | |
Cover page. | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2019 | ||
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 | No | ||
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 | ||
Entity Shell Company | false | ||
Entity Public Float | $ 2,437,476,482 | ||
Entity Common Stock, Shares Outstanding | 39,956,068 | ||
Documents Incorporated by Reference | DOCUMENTS INCORPORATED BY REFERENCEThe 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 7, 2020. | ||
Entity Central Index Key | 0000780571 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2019 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands | 12 Months Ended | ||||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |||
Total revenues | $ 2,502,470,000 | $ 2,376,117,000 | $ 2,018,197,000 | ||
Total cost of revenues | 1,750,151,000 | 1,645,798,000 | 1,341,446,000 | ||
Gross profit | 752,319,000 | 730,319,000 | 676,751,000 | ||
Operating expenses | |||||
Sales, general and administrative | 346,872,000 | 423,210,000 | 325,264,000 | ||
Research and development | 202,200,000 | 207,905,000 | 169,407,000 | ||
Amortization of intangible assets | 64,286,000 | 71,713,000 | 20,785,000 | ||
Restructuring | 6,278,000 | 77,183,000 | 6,418,000 | ||
Total operating expenses | 619,636,000 | 780,011,000 | 521,874,000 | ||
Operating income (loss) | 132,683,000 | (49,692,000) | 154,877,000 | ||
Other income (expense) | |||||
Interest income | 1,849,000 | 2,153,000 | 2,126,000 | ||
Interest expense | (52,453,000) | (58,203,000) | (13,845,000) | ||
Other income (expense), net | (9,047,000) | (3,409,000) | (8,583,000) | ||
Total other income (expense) | (59,651,000) | (59,459,000) | (20,302,000) | ||
Total income before income taxes | 73,032,000 | (109,151,000) | 134,575,000 | ||
Income tax benefit (provision) | (20,617,000) | 12,570,000 | (74,326,000) | ||
Net income (loss) | 52,415,000 | (96,581,000) | 60,249,000 | ||
Net income attributable to noncontrolling interests | 3,409,000 | 2,669,000 | 2,951,000 | ||
Net income (loss) attributable to Itron, Inc. | $ 49,006,000 | $ (99,250,000) | $ 57,298,000 | ||
Earnings (loss) per common share - Basic (in dollars per share) | $ 1.24 | [1] | $ (2.53) | [1] | $ 1.48 |
Earnings (loss) per common share - Diluted (in dollars per share) | $ 1.23 | [1] | $ (2.53) | [1] | $ 1.45 |
Weighted average common shares outstanding - Basic (in shares) | 39,556 | 39,244 | 38,655 | ||
Weighted average common shares outstanding - Diluted (in shares) | 39,980 | 39,244 | 39,387 | ||
Product [Member] | |||||
Total revenues | $ 2,220,395,000 | $ 2,095,458,000 | $ 1,813,925,000 | ||
Total cost of revenues | 1,587,710,000 | 1,476,498,000 | 1,204,127,000 | ||
Service [Member] | |||||
Total revenues | 282,075,000 | 280,659,000 | 204,272,000 | ||
Total cost of revenues | $ 162,441,000 | $ 169,300,000 | $ 137,319,000 | ||
[1] | The sum of the quarterly EPS data presented in the table may not equal the annual results due to rounding and the impact of dilutive securities on the annual versus the quarterly EPS calculations. |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Statement of Comprehensive Income [Abstract] | |||
Net income (loss) | $ 52,415 | $ (96,581) | $ 60,249 |
Other comprehensive income (loss), net of tax: | |||
Foreign currency translation adjustments | (510) | (28,841) | 54,338 |
Net unrealized gain (loss) on derivative instruments, designated as cash flow hedges | (1,924) | 235 | 923 |
Pension benefit obligation adjustment | 5,933 | (2,779) | (3,588) |
Total other comprehensive income (loss), net of tax | (8,367) | (25,827) | 58,849 |
Total comprehensive income (loss), net of tax | 44,048 | (122,408) | 119,098 |
Comprehensive income attributable to noncontrolling interest, net of tax | 3,409 | 2,669 | 2,951 |
Comprehensive income (loss) attributable to Itron, Inc. | $ 40,639 | $ (125,077) | $ 116,147 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
ASSETS | ||
Cash and cash equivalents | $ 149,904 | $ 120,221 |
Accounts receivable, net | 472,925 | 437,161 |
Inventories | 227,896 | 220,674 |
Other current assets | 146,526 | 118,085 |
Total current assets | 997,251 | 896,141 |
Property, plant, and equipment, net | 233,228 | 226,551 |
Deferred tax assets, net | 63,899 | 64,830 |
Restricted cash | 0 | 2,056 |
Other long-term assets | 44,686 | 45,288 |
Intangible assets, net | 185,097 | 257,583 |
Goodwill | 1,103,907 | 1,116,533 |
Total assets | 2,707,841 | 2,608,982 |
Current liabilities | ||
Accounts payable | 328,128 | 309,951 |
Other current liabilities | 63,785 | 70,136 |
Wages and benefits payable | 119,220 | 88,603 |
Taxes payable | 22,193 | 14,753 |
Current portion of debt | 0 | 28,438 |
Current portion of warranty | 38,509 | 47,205 |
Unearned revenue | 99,556 | 93,621 |
Total current liabilities | 671,391 | 652,707 |
Long-term debt, net | 932,482 | 988,185 |
Long-term warranty | 14,732 | 13,238 |
Pension benefit obligation | 98,712 | 91,522 |
Deferred tax liabilities, net | 1,809 | 1,543 |
Other long-term obligations | 118,981 | 127,739 |
Total liabilities | 1,907,026 | 1,874,934 |
Commitments and Contingencies (Note 12) | ||
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, 39,941 and 39,498 shares issued and outstanding | 1,357,600 | 1,334,364 |
Accumulated other comprehensive loss, net | (204,672) | (196,305) |
Accumulated deficit | (376,390) | (425,396) |
Total Itron, Inc. shareholders' equity | 776,538 | 712,663 |
Noncontrolling interests | 24,277 | 21,385 |
Total equity | 800,815 | 734,048 |
Total liabilities and equity | 2,707,841 | 2,608,982 |
Operating Lease, Right-of-Use Asset | 79,773 | 0 |
Operating Lease, Liability, Noncurrent | $ 68,919 | $ 0 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares shares in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Common Stock, Number of Shares, Par Value and Other Disclosures | ||
Common stock, par value (in dollars per share) | ||
Common stock, shares authorized (in shares) | 75,000 | 75,000 |
Common stock, shares issued (in shares) | 39,941 | 39,498 |
Common stock, shares outstanding (in shares) | 39,941 | 39,498 |
Preferred Stock, Number of Shares, Par Value and Other Disclosures | ||
Preferred stock, par value (in dollars per share) | ||
Preferred stock, shares authorized (in shares) | 10,000 | 10,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Consolidated Statements of Equi
Consolidated Statements of Equity - USD ($) $ in Thousands | Total | Common Stock [Member] | Common Stock Including Additional Paid in Capital [Member] | AOCI Attributable to Parent [Member] | Retained Earnings (Accumulated Deficit) [Member] | Total Itron Inc. Shareholders' Equity [Member] | Noncontrolling Interests [Member] | SIlver Spring Networks, Inc. [Member]Common Stock Including Additional Paid in Capital [Member] |
Cumulative effect of new accounting principle | Accounting Standards Update 2016-09 [Member] | $ 14,580 | $ 215 | $ 14,365 | $ 14,580 | ||||
Balance (in shares) at Dec. 31, 2016 | 38,317,000 | |||||||
Balance (value) at Dec. 31, 2016 | 650,353 | 1,270,467 | $ (229,327) | (409,536) | 631,604 | $ 18,749 | ||
Net income (loss) | 60,249 | 57,298 | 57,298 | 2,951 | ||||
Other comprehensive income (loss), net of tax | 58,849 | 58,849 | 58,849 | 0 | ||||
Distributions to noncontrolling interests | (2,171) | (2,171) | ||||||
Options exercised (in shares) | 41,000 | |||||||
Options exercised (value) | 1,631 | 1,631 | 1,631 | |||||
Restricted stock awards released (in shares) | 372,000 | |||||||
Restricted stock awards released (value) | 0 | 0 | 0 | |||||
Issuance of stock-based compensation awards (in shares) | 10,000 | |||||||
Issuance of stock-based compensation awards (value) | 974 | 974 | 974 | |||||
Employee stock purchase plan (in shares) | 31,000 | |||||||
Employee stock purchase plan (value) | 1,978 | 1,978 | 1,978 | |||||
Stock-based compensation expense | 20,433 | 20,433 | 20,433 | |||||
Registration fee | (906) | (906) | (313) | |||||
Registration fee | (25) | (25) | (25) | |||||
Excess tax benefits from employee stock plans | (1,219) | |||||||
Balance (in shares) at Dec. 31, 2017 | 38,771,000 | |||||||
Balance (value) at Dec. 31, 2017 | 805,632 | 1,294,767 | (170,478) | (337,873) | 786,416 | 19,216 | ||
Net income (loss) | (96,581) | (99,250) | (99,250) | 2,669 | ||||
Other comprehensive income (loss), net of tax | (25,827) | (25,827) | (25,827) | 0 | ||||
Distributions to noncontrolling interests | (500) | (500) | ||||||
Options exercised (in shares) | 152,000 | |||||||
Options exercised (value) | 5,935 | 5,935 | 5,935 | |||||
Restricted stock awards released (in shares) | 517,000 | |||||||
Restricted stock awards released (value) | 0 | 0 | 0 | |||||
Issuance of stock-based compensation awards (in shares) | 10,000 | |||||||
Issuance of stock-based compensation awards (value) | 729 | 729 | 729 | |||||
Employee stock purchase plan (in shares) | 48,000 | |||||||
Employee stock purchase plan (value) | 2,974 | 2,974 | 2,974 | |||||
Stock-based compensation expense | 30,534 | 30,534 | 30,534 | |||||
Registration fee | $ (22) | (22) | (22) | |||||
Stock repurchased | $ 553 | |||||||
Balance (in shares) at Dec. 31, 2018 | 39,498,000 | 39,498,000 | ||||||
Balance (value) at Dec. 31, 2018 | $ 734,048 | 1,334,364 | (196,305) | (425,396) | 712,663 | 21,385 | ||
Cumulative effect of new accounting principle | Accounting Standards Update 2016-09 [Member] | 11,727 | 0 | 11,727 | 11,727 | ||||
Net income (loss) | 52,415 | 49,006 | 49,006 | 3,409 | ||||
Other comprehensive income (loss), net of tax | (8,367) | (8,367) | (8,367) | 0 | ||||
Distributions to noncontrolling interests | (517) | (517) | ||||||
Options exercised (in shares) | 489,000 | |||||||
Options exercised (value) | 21,289 | 21,289 | 21,289 | |||||
Restricted stock awards released (in shares) | 415,000 | |||||||
Restricted stock awards released (value) | (3,113) | (3,113) | (3,113) | |||||
Issuance of stock-based compensation awards (in shares) | 9,000 | |||||||
Issuance of stock-based compensation awards (value) | 630 | 630 | 630 | |||||
Employee stock purchase plan (in shares) | 59,000 | |||||||
Employee stock purchase plan (value) | 3,100 | 3,100 | 3,100 | |||||
Stock-based compensation expense | $ 26,330 | 26,330 | 26,330 | |||||
Registration fee | 0 | |||||||
Balance (in shares) at Dec. 31, 2019 | 39,941,000 | 39,941,000 | ||||||
Balance (value) at Dec. 31, 2019 | $ 800,815 | 1,357,600 | $ (204,672) | $ (376,390) | 776,538 | $ 24,277 | ||
Stock Repurchased During Period, Shares | 529,396 | |||||||
Stock Repurchased During Period, Value | $ 25,000 | $ 25,000 | $ 25,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Operating activities | |||
Net income (loss) | $ 52,415 | $ (96,581) | $ 60,249 |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||
Depreciation and amortization of intangible assets | 114,400 | 122,497 | 63,215 |
Non-cash operating lease expense | 18,958 | 0 | 0 |
Stock-based compensation | 26,960 | 31,263 | 21,407 |
Amortization of prepaid debt fees | 5,631 | 7,046 | 1,067 |
Deferred taxes, net | (192) | (19,130) | 50,667 |
Restructuring, non-cash | (1,785) | 859 | (2,297) |
Other adjustments, net | (4,295) | 1,452 | 3,673 |
Increase (Decrease) in Operating Capital [Abstract] | |||
Accounts receivable | (39,467) | 15,524 | (17,573) |
Inventories | (9,389) | (25,613) | (16,242) |
Other current assets | (31,128) | (23,589) | 8,112 |
Other long-term assets | 7,053 | 3,020 | 11,230 |
Accounts payables, other current liabilities, and taxes payable | 9,177 | 20,101 | 78,463 |
Wages and benefits payable | 30,835 | (9,565) | 1,926 |
Unearned revenue | 8,905 | 27,584 | (41,309) |
Warranty | (6,637) | 20,815 | (10,554) |
Other operating, net | (8,601) | 34,072 | (20,680) |
Net cash provided by operating activities | 172,840 | 109,755 | 191,354 |
Investing activities | |||
Acquisitions of property, plant, and equipment | (60,749) | (59,952) | (49,495) |
Business acquisitions, net of cash equivalents acquired | 0 | (803,075) | (99,386) |
Other investing, net | 12,569 | 369 | 702 |
Net cash used in investing activities | (48,180) | (862,658) | (148,179) |
Financing activities | |||
Proceeds from borrowings | 50,000 | 778,938 | 335,000 |
Payments on debt | (137,657) | (363,359) | (29,063) |
Issuance of common stock | 24,390 | 9,171 | 3,609 |
Prepaid debt fees | (1,560) | (24,042) | 0 |
Repurchase of common stock | 25,000 | 0 | 0 |
Other financing, net | (7,692) | (4,887) | (7,587) |
Net cash provided by (used in) financing activities | (97,519) | 395,821 | 301,959 |
Effect of foreign exchange rate changes on cash, cash equivalents, and restricted cash | 435 | (7,925) | 8,636 |
Increase (decrease) in cash, cash equivalents, and restricted cash | 27,576 | (365,007) | 353,770 |
Cash, cash equivalents, and restricted cash at beginning of period | 122,328 | 487,335 | 133,565 |
Cash, cash equivalents, and restricted cash at end of period | 149,904 | 122,328 | 487,335 |
Supplemental disclosure of cash flow information: | |||
Income taxes, net | 12,041 | 13,771 | 28,969 |
Interest | $ 44,788 | $ 42,347 | $ 10,106 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2019 | |
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, 2019, 2018, and 2017 and the Consolidated Balance Sheets as of December 31, 2019 and 2018 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. 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. On December 22, 2017, we issued $300 million aggregate principal amount of 5.00% senior unsecured notes due in 2026 (the December Notes). The proceeds of the December Notes plus prepaid interest and a premium for a special mandatory redemption option were deposited into escrow, where the funds remained until all the escrow release conditions were satisfied, specifically the closing of the acquisition of Silver Spring Networks, Inc. (SSNI) on January 5, 2018. We have recognized the balance in escrow as restricted cash in our consolidated financial statements as of December 31, 2017. See "Note 6: Debt" for further details. The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the Consolidated Balance Sheets that sum to the total of the same such amounts shown in the Consolidated Statements of Cash Flows: Year Ended December 31, In thousands 2019 2018 2017 Cash and cash equivalents $ 149,904 $ 120,221 $ 176,274 Restricted cash included in other current assets — 51 51 Long-term restricted cash — 2,056 311,010 Total cash, cash equivalents, and restricted cash $ 149,904 $ 122,328 $ 487,335 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 doubtful accounts representing our estimate of the probable losses in accounts receivable at the date of the balance sheet based on our historical experience of bad debts and our specific review of outstanding receivables. 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. 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 direct 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 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, as well as in-process research and development (IPR&D), are measured and recognized at fair value, and amortized over the estimated useful life. IPR&D is not amortized until such time as the associated development projects are completed or terminated. If a development project is completed, the IPR&D is reclassified as a core technology intangible asset and amortized over its estimated useful life. If the development project is terminated, the recognized value of the associated IPR&D is immediately expensed. 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 require 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 - 2019 We adopted Accounting Standards Codification (ASC) 842, on January 1, 2019, which required that substantially all our leases be recognized on our Consolidated Balance Sheets as a right-of-use asset and corresponding lease liability. Since ASC 842 required modified retrospective adoption, operating leases were not recognized on our balance sheet prior to January 1, 2019. 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 ten 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, an impairment loss is recognized in an amount equal to the 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 and Profit Sharing We have various employee bonus and profit sharing plans, which provide award amounts for the achievement of financial and nonfinancial targets. If management determines it is probable that the 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. 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. One-time termination benefits are recognized at the date the employee is notified. If the employee must provide future service greater than 60 days, 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, that arise during the period but that are not recognized as components of net periodic benefit cost. If actuarial gains and losses exceed ten 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 - 2019 and 2018 On January 1, 2018, we adopted Revenue from Contracts with Customers (ASC 606), using the modified retrospective method. Results for reporting periods beginning after January 1, 2018 are presented under ASC 606, while prior period amounts are not adjusted and continue to be reported in accordance with our historic accounting under ASC 605, Revenue Recognition (ASC 605). Refer to our Revenue Recognition accounting policy described below and "Note 18: Revenues" for additional disclosures regarding our revenues from contracts with customers and the adoption of ASC 606. The majority of our revenues consist primarily of hardware sales, but may also include the license of software, software implementation services, cloud services and 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 an 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 considered to be a right to use intellectual property and are recognized at a point in time. Transfer of control is considered to be 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 exp |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Dec. 31, 2019 | |
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 2019 2018 2017 Net income (loss) available to common shareholders $ 49,006 $ (99,250) $ 57,298 Weighted average common shares outstanding - Basic 39,556 39,244 38,655 Dilutive effect of stock-based awards 424 — 732 Weighted average common shares outstanding - Diluted 39,980 39,244 39,387 Earnings (loss) per common share - Basic $ 1.24 $ (2.53) $ 1.48 Earnings (loss) per common share - Diluted $ 1.23 $ (2.53) $ 1.45 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 future compensation cost associated with the stock award. Approximately 0.4 million, 1.1 million, and 0.2 million shares related to stock-based awards were excluded from the calculation of diluted EPS for the years ended December 31, 2019, 2018, and 2017, respectively, because they were anti-dilutive. These stock-based awards could be dilutive in future periods. |
Certain Balance Sheet Component
Certain Balance Sheet Components | 12 Months Ended |
Dec. 31, 2019 | |
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, 2019 December 31, 2018 Trade receivables (net of allowance of $3,064 and $6,331) $ 415,887 $ 416,503 Unbilled receivables 57,038 20,658 Total accounts receivable, net $ 472,925 $ 437,161 Allowance for doubtful account activity Year Ended December 31, In thousands 2019 2018 2017 Beginning balance $ 6,331 $ 3,957 $ 3,320 Provision for (release of) doubtful accounts, net (1,511) 3,874 1,656 Accounts written-off (1,749) (1,281) (1,351) Effect of change in exchange rates (7) (219) 332 Ending balance $ 3,064 $ 6,331 $ 3,957 Inventories In thousands December 31, 2019 December 31, 2018 Raw materials $ 120,861 $ 133,398 Work in process 11,105 9,744 Finished goods 95,930 77,532 Total inventories $ 227,896 $ 220,674 Property, plant, and equipment, net In thousands December 31, 2019 December 31, 2018 Machinery and equipment $ 323,003 $ 315,974 Computers and software 109,924 104,290 Buildings, furniture, and improvements 149,471 146,071 Land 14,988 14,980 Construction in progress, including purchased equipment 54,490 49,682 Total cost 651,876 630,997 Accumulated depreciation (418,648) (404,446) Property, plant, and equipment, net $ 233,228 $ 226,551 Depreciation expense Year Ended December 31, In thousands 2019 2018 2017 Depreciation expense $ 50,114 $ 50,784 $ 42,430 |
Intangible Assets and Liabiliti
Intangible Assets and Liabilities | 12 Months Ended |
Dec. 31, 2019 | |
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, are as follows: December 31, 2019 December 31, 2018 In thousands Gross Assets Accumulated Net Gross Assets Accumulated Net Intangible Assets Core-developed technology $ 507,669 $ (458,109) $ 49,560 $ 507,100 $ (429,955) $ 77,145 Customer contracts and relationships 381,288 (251,509) 129,779 379,614 (212,538) 167,076 Trademarks and trade names 78,837 (73,732) 5,105 78,746 (69,879) 8,867 Other 12,020 (11,367) 653 12,600 (11,205) 1,395 Total intangible assets subject to amortization 979,814 (794,717) 185,097 978,060 (723,577) 254,483 In-process research and development — — 3,100 3,100 Total intangible assets $ 979,814 $ (794,717) $ 185,097 $ 981,160 $ (723,577) $ 257,583 Intangible Liabilities Customer contracts and relationships $ (23,900) $ 13,450 $ (10,450) $ (23,900) $ 5,217 $ (18,683) A summary of the intangible assets and liabilities account activity is as follows: Year Ended December 31, In thousands 2019 2018 Beginning balance, intangible assets, gross $ 981,160 $ 769,851 Intangible assets acquired — 242,039 Effect of change in exchange rates (1,346) (30,730) Ending balance, intangible assets, gross $ 979,814 $ 981,160 Beginning balance, intangible liabilities, gross $ (23,900) $ — Intangible liabilities acquired — (23,900) Effect of change in exchange rates — — Ending balance, intangible liabilities, gross $ (23,900) $ (23,900) On January 5, 2018, we completed our acquisition of SSNI by purchasing 100% of the voting stock. Acquired intangible assets include in-process research and development (IPR&D), which is not amortized until such time as the associated development projects are completed. Of these projects, $3.1 million were completed during the first half of 2019 and are included in core-developed technology. Assumed intangible liabilities reflect the present value of the projected cash outflows for an existing contract where remaining costs are expected to exceed projected revenues. Estimated future annual amortization (accretion) is as follows: Year Ending December 31, Amortization Accretion Estimated Annual Amortization, net In thousands 2020 $ 53,028 $ (8,028) $ 45,000 2021 37,705 (1,963) 35,742 2022 27,346 (459) 26,887 2023 19,785 — 19,785 2024 15,612 — 15,612 Thereafter 31,621 — 31,621 Total intangible assets subject to amortization $ 185,097 $ (10,450) $ 174,647 Amortization Expense Year Ended December 31, In thousands 2019 2018 2017 Amortization expense $ 64,286 $ 71,713 $ 20,785 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, 2019 | |
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, 2019 and 2018: In thousands Device Solutions Networked Solutions Outcomes Total Company Goodwill balance at January 1, 2018 $ 56,195 $ 455,382 $ 44,185 $ 555,762 Goodwill acquired — 475,570 100,180 575,750 Effect of change in exchange rates (936) (12,457) (1,586) (14,979) Goodwill balance at December 31, 2018 55,259 918,495 142,779 1,116,533 Goodwill acquired — (4,938) (1,040) (5,978) Effect of change in exchange rates (329) (5,469) (850) (6,648) Goodwill balance at December 31, 2019 $ 54,930 $ 908,088 $ 140,889 $ 1,103,907 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Debt | Debt The components of our borrowings are as follows: In thousands December 31, 2019 December 31, 2018 Credit facility USD denominated term loan $ 550,156 $ 637,813 Multicurrency revolving line of credit — — Senior notes 400,000 400,000 Total debt 950,156 1,037,813 Less: current portion of debt (1) — 28,438 Less: unamortized prepaid debt fees - term loan 3,661 4,859 Less: unamortized prepaid debt fees - senior notes 14,013 16,331 Long-term debt, net $ 932,482 $ 988,185 (1) During 2019 we made debt prepayments on the term loan in excess of required principal payments, reducing the current portion of debt to zero at December 31, 2019. Credit Facility On October 18, 2019 we amended our credit facility that was initially entered on January 5, 2018 (together with the amendment, the "2018 credit facility"). The 2018 credit facility provides for committed credit facilities in the amount of $1.2 billion U.S. dollars. The 2018 credit facility consists of a $650 million U.S. dollar term loan (the term loan) and 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 October 18, 2019, amendment extended the maturity date to October 18, 2024 and re-amortized the term loan based on the new balance as of the amendment date. The amendment also modified the required interest payments and made it based on total net leverage instead of total leverage. Amounts not borrowed under the revolver are subject to a commitment fee, which is paid in arrears on the last day of each fiscal quarter, ranging from 0.15% to 0.25% and drawn amounts are subject to a margin ranging from 1.00% to 1.75%. Both the term loan and the revolver can be repaid without penalty. Amounts repaid on the term loan may not be reborrowed and amounts borrowed under the revolver may be repaid and reborrowed until the revolver's maturity, at which time all outstanding loans together with all accrued and unpaid interest must be repaid. The 2018 credit facility permits us and certain of our foreign subsidiaries to borrow in U.S. dollars, euros, British pounds, 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, including a pledge of their related assets. 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, 2019. 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 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%. At December 31, 2019, the interest rates for both the term loan and the revolver was 3.30%, which includes the LIBOR rate plus a margin of 1.50%. At December 31, 2019, no amount was outstanding under the 2018 credit facility revolver, and $41.1 million was utilized by outstanding standby letters of credit, resulting in $458.9 million available for additional borrowings or standby letters of credit. At December 31, 2019, $258.9 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. Senior Notes On December 22, 2017 and January 19, 2018, we issued $300 million and $100 million, respectively, of aggregate principal amount of 5.00% senior notes maturing January 15, 2026 (Senior Notes). The proceeds were used to refinance existing indebtedness related to the acquisition of SSNI, pay related fees and expenses, and for general corporate purposes. Interest on the Senior Notes is payable semi-annually in arrears on January 15 and July 15. The Senior Notes are fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by each of our subsidiaries that guarantee the senior credit facilities. Prior to maturity we may redeem some or all of the Senior Notes, together with accrued and unpaid interest, if any, plus a "make-whole" premium. On or after January 15, 2021, we may redeem some or all of the Senior Notes at any time at declining redemption prices equal to 102.50% beginning on January 15, 2021, 101.25% beginning on January 15, 2022 and 100.00% beginning on January 15, 2023 and thereafter to the applicable redemption date. In addition, before January 15, 2021, and subject to certain conditions, we may redeem up to 35% of the aggregate principal amount of Senior Notes with the net proceeds of certain equity offerings at 105.00% thereof to the date of redemption; provided that (i) at least 65% of the aggregate principal amount of Senior Notes remains outstanding after such redemption and (ii) the redemption occurs within 60 days of the closing of any such equity offering. Debt Maturities The amount of required minimum principal payments on our long-term debt in aggregate over the next five years, are as follows: Year Ending December 31, Minimum Payments In thousands 2020 $ — 2021 32,422 2022 44,063 2023 44,063 2024 429,608 Thereafter 400,000 Total minimum payments on debt $ 950,156 |
Derivative Financial Instrument
Derivative Financial Instruments | 12 Months Ended |
Dec. 31, 2019 | |
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 Values of Financial Instruments" for additional disclosures on our derivative instruments. The fair values of our derivative instruments are determined using the income approach and significant other observable inputs (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 interest rate yield curves (swap rates and futures) and foreign exchange spot and forward rates, all of which are available in an active market. We have utilized the mid-market pricing convention for these inputs. We include, as a discount to the derivative asset, 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. We consider our own nonperformance risk when the net fair value of our derivative instruments is in a net liability position by discounting our derivative liabilities to reflect the potential credit risk to our counterparty through applying a current market indicative credit spread to all cash flows. The fair values of our derivative instruments are as follows: Derivatives Assets Balance Sheet Location December 31, December 31, Derivatives designated as hedging instruments under Subtopic ASC 815-20 In thousands Interest rate swap contracts Other current assets $ 174 $ 1,866 Interest rate cap contracts Other current assets 1 535 Cross currency swap contract Other current assets 1,156 1,631 Interest rate swap contracts Other long-term assets — 746 Interest rate cap contracts Other long-term assets — 251 Cross currency swap contract Other long-term assets 2,870 1,339 Derivatives not designated as hedging instruments under Subtopic ASC 815-20 Foreign exchange forward contracts Other current assets 96 157 Total asset derivatives $ 4,297 $ 6,525 Derivatives Liabilities Derivatives not designated as hedging instruments under Subtopic ASC 815-20 Foreign exchange forward contracts Other current liabilities $ 162 $ 337 The changes in AOCI, net of tax, for our derivative and nonderivative instruments designated as hedging instruments, net of tax, were as follows: In thousands 2019 2018 2017 Net unrealized loss on hedging instruments at January 1, $ (13,179) $ (13,414) $ (14,337) Unrealized gain (loss) on derivative instruments 4,061 2,586 360 Realized (gains) losses reclassified into net income (loss) (5,985) (2,351) 563 Net unrealized loss on hedging instruments at December 31, $ (15,103) $ (13,179) $ (13,414) Reclassification of amounts related to hedging instruments are included in interest expense in the Consolidated Statements of Operations. Included in the net unrealized gain (loss) on hedging instruments at December 31, 2019 and 2018 is a loss of $14.4 million, net of tax, related to our nonderivative net investment hedge, which terminated in 2011. This loss on our net investment hedge will remain in AOCI until such time as earnings are impacted by a sale or liquidation of the associated foreign operation. A summary of the potential effect of netting arrangements on our financial position related to the offsetting of our recognized derivative assets and liabilities under master netting arrangements or similar agreements is as follows: Offsetting of Derivative Assets Gross Amounts of Recognized Assets Presented in the Consolidated Balance Sheets Gross Amounts Not Offset in the Consolidated Balance Sheets In thousands Derivative Financial Instruments Cash Collateral Received Net Amount December 31, 2019 $ 4,297 $ (56) $ — $ 4,241 December 31, 2018 6,525 (103) — 6,422 Offsetting of Derivative Liabilities Gross Amounts of Recognized Liabilities Presented in the Consolidated Balance Sheets Gross Amounts Not Offset in the Consolidated Balance Sheets In thousands Derivative Financial Instruments Cash Collateral Pledged Net Amount December 31, 2019 $ 162 $ (56) $ — $ 106 December 31, 2018 337 (103) — 234 Our derivative assets and liabilities subject to netting arrangements consist of foreign exchange forward and interest rate contracts with five counterparties at December 31, 2019 and 2018. No derivative asset or liability balance with any of our counterparties was individually significant at December 31, 2019 or 2018. Our derivative contracts with each of these counterparties exist under agreements that provide for the net settlement of all contracts through a single payment in a single currency in the event of default. We have no pledges of cash collateral against our obligations, and we have not received pledges of cash collateral from our counterparties under the associated derivative contracts. Cash Flow Hedges As a result of our floating rate debt, we are exposed to variability in our cash flows from changes in the applicable interest rate index. We enter into interest rate caps and swaps to reduce the variability of cash flows from increases in the LIBOR based borrowing rates on our floating rate credit facility. These instruments do not protect us from changes to the applicable margin under our credit facility. At December 31, 2019, our LIBOR-based debt balance was $550.2 million. In October 2015, we entered into an interest rate swap, which is effective from August 31, 2016 to June 23, 2020, and converts $214 million of our LIBOR based debt from a floating LIBOR interest rate to a fixed interest rate of 1.42% (excluding the applicable margin on the debt). The notional balance will amortize to maturity at the same rate as required minimum payments on our term loan. Changes in the fair value of the interest rate swap are recognized as a component of other comprehensive income (OCI) and are recognized in earnings when the hedged item affects earnings. The amounts paid or received on the hedge are recognized as an adjustment to interest expense along with the earnings effect of the hedged item. The amount of net gains (loss) expected to be reclassified into earnings in the next 12 months is $0.2 million. In November 2015, we entered into three interest rate cap contracts with a total notional amount of $100 million at a cost of $1.7 million. The interest rate cap contracts expire on June 23, 2020 and were entered into in order to limit our interest rate exposure on $100 million of our variable LIBOR based debt up to 2.00%. In the event LIBOR is higher than 2.00%, we will pay interest at the capped rate of 2.00% with respect to the $100 million notional amount of such agreements. The interest rate cap contracts do not include the effect of the applicable margin. As of December 31, 2016, due to the accelerated revolver payments from surplus cash, we elected to de-designate two of the interest rate cap contracts as cash flow hedges and discontinued the use of cash flow hedge accounting. The amounts recognized in AOCI from de-designated interest rate cap contracts were maintained in AOCI as the forecasted transactions were still probable to occur, and subsequent changes in fair value were recognized within interest expense. In April 2018, due to increases in our total LIBOR-based debt, we elected to re-designate the two interest rate cap contracts as cash flow hedges. Future changes in the fair value of these instruments will be recognized as a component of OCI, and these changes together with amounts previously maintained in AOCI will be recognized in earnings when the hedged item affects earnings. The amounts paid or received on the hedge are recognized as an adjustment to interest expense along with the earnings effect of the hedged item. The amount of net losses expected to be reclassified into earnings for all interest rate cap contracts in the next 12 months is $0.4 million. In April 2018, we entered into a cross-currency swap, which converts $56.0 million of floating LIBOR-based U.S. Dollar denominated debt into 1.38% fixed rate euro denominated debt. This cross-currency swap matures on April 30, 2021 and mitigates the risk associated with fluctuations in currency rates impacting cash flows related to U.S. Dollar denominated debt in a euro functional currency entity. Changes in the fair value of the cross-currency swap are recognized as a component of OCI and will be recognized in earnings when the hedged item affects earnings. The amounts paid or received on the hedge are recognized as an adjustment to interest expense along with the earnings effect of the hedged item. The amount of net gains expected to be reclassified into earnings in the next 12 months is $1.1 million. As a result of our forecasted inventory purchases in a non-functional currency, we are exposed to foreign exchange risk. We hedge portions of these purchases. During January 2019, we entered into foreign exchange option contracts for a total notional amount of $72 million at a cost of $1.3 million. The contracts matured ratably throughout the year with final maturity in October 2019. Changes in the fair value of the option contracts were recognized as a component of OCI and were recognized in product cost of revenues when the hedged item affected earnings. As of December 31, 2019, there are no more outstanding foreign exchange option contracts. The before-tax effects of our accounting for derivative instruments designated as hedges on the Consolidated Balance Sheets and the Consolidated Statements of Operations for the year ended December 31, were as follows: Derivatives in Subtopic ASC 815-20 Cash Flow Hedging Relationships Amount of Gain (Loss) Recognized in OCI on Derivative Gain (Loss) Reclassified from AOCI into Income Location Amount In thousands 2019 2018 2017 In thousands 2019 2018 2017 Interest rate swap contracts $ (987) $ 1,306 $ 768 Interest expense $ 1,451 $ 1,065 $ (706) Interest rate cap contracts 995 18 (183) Interest expense 1,046 (439) (210) Foreign exchange options 1,141 — — Product cost of revenues 1,141 — — Cross currency swap contract 3,022 1,584 — Interest expense 1,632 949 — Cross currency swap contract — — — Other income (expense), net 1,335 932 — 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 in other income and expense. 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, 2019, a total of 48 contracts were offsetting our exposures from the euro, Canadian dollar, Chinese yuan, Indonesian rupiah, Pound sterling, Brazilian real, and various other currencies, with notional amounts ranging from $109,000 to $26.4 million. The effects of our derivative instruments not designated as hedges on the Consolidated Statements of Operations for the year ended December 31, were as follows: Derivatives Not Designated as Hedging Instrument under Subtopic ASC 815-20 Location Gain (Loss) Recognized in Income on Derivatives In thousands 2019 2018 2017 Foreign exchange forward contracts Other income (expense), net $ (2,425) $ 3,448 $ (6,281) Interest rate cap contracts Interest expense — 377 (274) 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, 2019 | |
Defined Benefit Plan [Abstract] | |
Defined Benefit Pension Plans | Defined Benefit Pension PlansWe 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, Indonesia, and Italy. The defined benefit obligation is calculated annually by using the projected unit credit method. The measurement date for the pension plans was December 31, 2019. 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 2019 2018 Change in benefit obligation: Benefit obligation at January 1, $ 105,570 $ 110,820 Service cost 3,711 4,034 Interest cost 2,278 2,324 Actuarial (gain) loss 8,798 (2,497) Benefits paid (2,970) (3,018) Foreign currency exchange rate changes (1,984) (5,110) Curtailment (36) (694) Settlement (234) (413) Other (915) 124 Benefit obligation at December 31, $ 114,218 $ 105,570 Change in plan assets: Fair value of plan assets at January 1, $ 11,890 $ 12,834 Actual return on plan assets 1,134 (54) Company contributions 289 465 Benefits paid (411) (392) Foreign currency exchange rate changes (237) (963) Fair value of plan assets at December 31, 12,665 11,890 Net pension benefit obligation at fair value $ 101,553 $ 93,680 Amounts recognized on the Consolidated Balance Sheets consist of: December 31, In thousands 2019 2018 Assets Plan assets in other long-term assets $ 44 $ 572 Liabilities Current portion of pension benefit obligation in wages and benefits payable 2,885 2,730 Long-term portion of pension benefit obligation 98,712 91,522 Pension benefit obligation, net $ 101,553 $ 93,680 Amounts recognized in OCI (pre-tax) are as follows: Year Ended December 31, In thousands 2019 2018 2017 Net actuarial (gain) loss $ 8,762 $ (3,191) $ (3,209) Settlement (gain) loss (250) (1) 2 Curtailment (gain) loss — (1) 586 Plan asset (gain) loss (526) 724 (192) Amortization of net actuarial loss (1,648) (1,533) (2,308) Amortization of prior service cost (68) (61) (62) Other (160) 124 — Other comprehensive (income) loss $ 6,110 $ (3,939) $ (5,183) If actuarial gains and losses exceed ten percent of the greater of plan assets or plan liabilities, we amortize them over the employees' average future service period. The estimated net actuarial loss and prior service cost that will be amortized from AOCI into net periodic benefit cost during 2020 is $1.9 million. Net periodic pension benefit cost for our plans include the following components: Year Ended December 31, In thousands 2019 2018 2017 Service cost $ 3,711 $ 4,034 $ 3,968 Interest cost 2,278 2,324 2,264 Expected return on plan assets (608) (670) (594) Amortization of prior service costs 68 61 62 Amortization of actuarial net loss 1,648 1,533 2,308 Settlement 250 1 (2) Curtailment — 1 (586) Net periodic benefit cost $ 7,347 $ 7,284 $ 7,420 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, 2019 2018 2017 Actuarial assumptions used to determine benefit obligations at end of period: Discount rate 1.76 % 2.24 % 2.21 % Expected annual rate of compensation increase 3.76 % 3.60 % 3.64 % Actuarial assumptions used to determine net periodic benefit cost for the period: Discount rate 2.24 % 2.21 % 2.18 % Expected rate of return on plan assets 5.19 % 5.58 % 5.58 % Expected annual rate of compensation increase 3.60 % 3.64 % 3.65 % 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 93% of our 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 rates used, depending on the duration of the plans, were between 0.25% and 2.00%. 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 $105.1 million and $97.3 million at December 31, 2019 and 2018, respectively. 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, 2019 2018 Projected benefit obligation $ 110,656 $ 103,059 Accumulated benefit obligation 101,611 94,831 Fair value of plan assets 9,059 8,807 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, 2019 Cash $ 926 $ 926 $ — Insurance funds 8,133 — 8,133 Other securities 3,606 — 3,606 Total fair value of plan assets $ 12,665 $ 926 $ 11,739 In thousands December 31, 2018 Cash $ 787 $ 787 $ — Insurance funds 8,020 — 8,020 Other securities 3,083 — 3,083 Total fair value of plan assets $ 11,890 $ 787 $ 11,103 The following tables present a reconciliation of Level 3 assets held during the years ended December 31, 2019 and 2018. In thousands Balance at January 1, 2019 Net Realized and Unrealized Gains Net Purchases, Issuances, Settlements, and Other Effect of Foreign Currency Balance at December 31, 2019 Insurance funds $ 8,020 $ 282 $ (27) $ (142) $ 8,133 Other securities 3,083 814 (160) (131) 3,606 Total $ 11,103 $ 1,096 $ (187) $ (273) $ 11,739 In thousands Balance at January 1, 2018 Net Realized and Unrealized Gains Net Purchases, Issuances, Settlements, and Other Effect of Foreign Currency Balance at December 31, 2018 Insurance funds $ 8,384 $ (158) $ 141 $ (347) $ 8,020 Other securities 3,661 123 (141) (560) 3,083 Total $ 12,045 $ (35) $ — $ (907) $ 11,103 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 2020 $ 3,828 2021 3,463 2022 3,861 2023 4,176 2024 5,141 2025-2029 27,701 |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2019 | |
Share-based Payment Arrangement, Noncash Expense [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation We grant stock-based compensation awards under the Second Amended and Restated 2010 Stock Incentive Plan (Stock Incentive Plan), including stock options, restricted stock units, phantom stock, and unrestricted stock units. In the Stock Incentive Plan, we have 12,623,538 shares of common stock reserved and authorized for issuance subject to stock splits, dividends, and other similar events. At December 31, 2019, 5,977,990 shares were available for grant under the Stock Incentive Plan. 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 reserve 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. As part of the acquisition of SSNI, we reserved and authorized 2,299,591 shares, collectively, of Itron common stock to be issued under the Stock Incentive Plan for certain SSNI common stock awards that were converted to Itron common stock awards on January 5, 2018 (Acquisition Date) pursuant to the Agreement and Plan of Merger or were available for issuance pursuant to future awards under the Silver Spring Networks, Inc. 2012 Equity Incentive Plan (SSNI Plan). New stock-based compensation awards originally from the SSNI Plan may only be made to individuals who were not employees of Itron as of the Acquisition Date. Notwithstanding the foregoing, there is no fungible share provision for shares originally from the SSNI Plan. We also periodically 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 ESPP, for which 232,563 shares of common stock were available for future issuance at December 31, 2019. Unrestricted stock and ESPP activity for the years ended December 31, 2019, 2018, and 2017 was not significant. Stock-Based Compensation Expense Total stock-based compensation expense and the related tax benefit were as follows : Year Ended December 31, In thousands 2019 2018 2017 Stock options $ 1,770 $ 3,675 $ 2,695 Restricted stock units 24,560 26,859 17,738 Unrestricted stock awards 630 729 974 Phantom stock units 3,301 2,165 1,747 Total stock-based compensation $ 30,261 $ 33,428 $ 23,154 Related tax benefit $ 5,390 $ 6,019 $ 5,034 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, 2017 959 $ 45.64 6.6 $ 19,125 Granted 135 65.94 $ 21.99 Exercised (41) 39.92 $ 1,071 Forfeited (35) 47.38 Expired (62) 70.12 Outstanding, December 31, 2017 956 $ 47.10 6.3 $ 21,965 Converted upon acquisition 42 $ 51.86 $ 14.86 Granted 122 68.21 $ 24.29 Exercised (152) 38.99 $ 4,520 Forfeited (7) 60.03 Expired (66) 95.31 Outstanding, December 31, 2018 895 $ 47.93 6.2 $ 4,806 Granted 76 $ 76.55 $ 26.20 Exercised (489) 43.55 $ 15,759 Forfeited (13) 67.34 Expired (11) 66.24 Outstanding, December 31, 2019 458 $ 56.38 7.0 $ 12,641 Exercisable, December 31, 2019 272 $ 46.37 5.8 $ 10,223 At December 31, 2019, total unrecognized stock-based compensation expense related to unvested stock options was $2.5 million, which is expected to be recognized over a weighted average period of approximately 2.3 years. The weighted-average assumptions used to estimate the fair value of stock options granted and the resulting weighted average fair value are as follows: Year Ended December 31, 2019 2018 2017 Expected volatility 31.7 % 30.5 % 32.5 % Risk-free interest rate 1.7 % 2.8 % 2.0 % Expected term (years) 6.1 6.1 5.5 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, 2017 701 Granted 273 $ 50.95 Released (372) $ 14,219 Forfeited (46) Outstanding, December 31, 2017 556 $ 47.68 Converted upon acquisition 579 $ 69.40 Granted 387 $ 57.48 Released (593) $ 32,567 Forfeited (112) Outstanding, December 31, 2018 817 $ 59.70 Granted 404 $ 62.97 Released (471) $ 62.28 $ 29,304 Forfeited (66) $ 66.12 Outstanding, December 31, 2019 684 $ 64.38 Vested but not released, December 31, 2019 72 $ 6,037 At December 31, 2019, total unrecognized compensation expense on restricted stock units was $32.1 million, which is expected to be recognized over a weighted average period of approximately 1.9 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, 2019 2018 2017 Expected volatility 31.4 % 28.0 % 28.0 % Risk-free interest rate 2.5 % 2.2 % 1.0 % Expected term (years) 1.6 2.1 1.7 Weighted average grant date fair value $ 61.25 $ 78.56 $ 77.75 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, 2017 62 Granted 32 $ 65.55 Released (20) $ 1,310 Forfeited (11) Outstanding, December 31, 2017 63 Outstanding, January 1, 2018 63 Converted upon acquisition 21 Granted 41 $ 66.67 Released (35) $ 2,409 Forfeited (7) Outstanding, December 31, 2018 83 Outstanding, January 1, 2019 83 $ 61.80 Granted 55 $ 60.49 Released (42) $ 57.13 $ 2,625 Forfeited (7) $ 66.09 Outstanding, December 31, 2019 89 $ 62.85 At December 31, 2019, total unrecognized compensation expense on phantom stock units was $5.3 million, which is expected to be recognized over a weighted average period of approximately 2.1 years. As of December 31, 2019 and 2018, we have recognized a phantom stock liability of $2.3 million and $1.5 million, respectively, within wages and benefits payable in the Consolidated Balance Sheets. |
Defined Contribution Bonus and
Defined Contribution Bonus and Profit Sharing Plans | 12 Months Ended |
Dec. 31, 2019 | |
Defined Contribution, Bonus, and Profit Sharing [Abstract] | |
Defined Contribution, Bonus, and Profit Sharing Plans | Defined Contribution, Bonus, and Profit Sharing 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 2019 2018 2017 Defined contribution plans expense $ 17,882 $ 11,593 $ 11,709 Bonus and Profit Sharing Plans and Awards We have employee bonus and profit sharing plans in which many of our employees participate, as well as an award program, which allows for recognition of individual employees' achievements. The bonus and profit sharing plans provide award amounts for the achievement of performance and financial targets. As the bonuses are being earned during the year, we estimate a compensation accrual each quarter based on the progress towards achieving the goals, the estimated financial forecast for the year, and the probability of achieving results. Bonus and profit sharing plans and award expense was as follows: Year Ended December 31, In thousands 2019 2018 2017 Bonus and profit sharing plans expense $ 48,435 $ 15,466 $ 40,005 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes On December 22, 2017, H.R.1, commonly referred to as the Tax Cuts and Jobs Act (Tax Act) was enacted into law in the United States. This new tax legislation represents one of the most significant overhauls to the U.S. federal tax code since 1986. The Tax Act lowered the U.S. corporate income tax rate from 35% to 21% effective January 1, 2018. The Tax Act also includes numerous provisions, including, but not limited to, (1) imposing a one-time transition tax on certain unrepatriated earnings of foreign subsidiaries that had not been previously taxed in the U.S.; (2) creating a new provision designed to tax global intangible low-tax income (GILTI); (3) generally eliminating U.S. federal taxes on dividends from foreign subsidiaries; (4) eliminating the corporate alternative minimum tax (AMT); (5) creating the base erosion anti-abuse tax (BEAT); (6) establishing the deduction for foreign derived intangible income (FDII); (7) repealing the domestic production activity deduction; and (8) establishing new limitations on deductible interest expense and certain executive compensation. On December 22, 2017, the Securities and Exchange Commission (SEC) issued Staff Accounting Bulletin No. 118 (SAB 118), which provides guidance on accounting for the tax effects of the Tax Act. SAB 118 provides a measurement period that should not extend beyond one year from the Tax Act enactment date for companies to complete the accounting under ASC 740, Income Taxes. In accordance with SAB 118, a company must reflect the income tax effects of those aspects of the Tax Act for which the accounting under ASC 740 is complete. To the extent that a company's accounting for certain income tax effects of the Tax Act is incomplete but is able to determine a reasonable estimate, it must recognize a provisional estimate in the financial statements. Pursuant to SAB 118, we recognized provisional estimates for the impact of the Tax Act in 2017. This included a one-time tax charge of $30.4 million to remeasure our deferred tax assets as a result of these legislative changes. We have completed our accounting for the Tax Act, and we did not make any material adjustments to these provisional amounts for the year ended December 31, 2018. 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 2019 2018 2017 Current: Federal $ 4,859 $ (7,695) $ 7,679 State and local 2,179 (362) 3,841 Foreign 13,771 14,618 12,139 Total current 20,809 6,561 23,659 Deferred: Federal 2,334 (17,463) 40,340 State and local (1,846) (4,492) (1,144) Foreign (6,033) (22,906) 3,480 Total deferred (5,545) (44,861) 42,676 Change in valuation allowance 5,353 25,730 7,991 Total provision (benefit) for income taxes $ 20,617 $ (12,570) $ 74,326 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 28%, 12%, and 55% for 2019, 2018, and 2017, respectively. Our actual tax rate differed from the 21% or 35% U.S. federal statutory tax rate due to various items. A reconciliation of income taxes at the U.S. federal statutory rate of 21% for 2019 and 2018 and 35% for 2017 to the consolidated actual tax rate is as follows: Year Ended December 31, In thousands 2019 2018 2017 Income (loss) before income taxes Domestic $ 57,261 $ (50,463) $ 220,342 Foreign 15,771 (58,688) (85,767) Total income before income taxes $ 73,032 $ (109,151) $ 134,575 Expected federal income tax provision $ 15,337 $ (22,922) $ 47,101 Change in valuation allowance 5,353 25,730 7,991 Stock-based compensation (2,130) (104) (1,225) Foreign earnings (15,610) (15,799) (22,045) Tax credits (8,794) (10,502) (777) Uncertain tax positions, including interest and penalties 13,060 7,727 (7,637) Change in tax rates 4,999 335 41,125 State income tax provision (benefit), net of federal effect 2,805 (4,524) 4,986 U.S. tax provision on foreign earnings 129 25 33 Domestic production activities deduction — — (2,534) Local foreign taxes 1,471 2,540 2,324 Transaction costs — 974 2,643 Other, net 3,997 3,950 2,341 Total provision (benefit) from income taxes $ 20,617 $ (12,570) $ 74,326 Change in tax rates line above includes the deferred tax impact of rate changes in 2017 to the U.S., France, and Luxembourg, among others. The rate change in 2019 related primarily to Luxembourg. Deferred tax assets and liabilities consist of the following: December 31, In thousands 2019 2018 Deferred tax assets Loss carryforwards (1) $ 343,614 $ 370,120 Tax credits (2) 98,098 94,359 Accrued expenses 46,846 43,213 Pension plan benefits expense 17,310 18,086 Warranty reserves 12,961 13,470 Depreciation and amortization 6,112 5,709 Equity compensation 4,685 5,390 Inventory valuation 1,069 1,415 Deferred revenue 8,951 9,062 Leases 13,876 — Other deferred tax assets, net 9,777 11,319 Total deferred tax assets 563,299 572,143 Valuation allowance (320,649) (323,822) Total deferred tax assets, net of valuation allowance 242,650 248,321 Deferred tax liabilities Depreciation and amortization (161,044) (178,358) Leases (12,976) — Other deferred tax liabilities, net (6,540) (6,676) Total deferred tax liabilities (180,560) (185,034) Net deferred tax assets $ 62,090 $ 63,287 (1) For tax return purposes at December 31, 2019, we had U.S. federal loss carryforwards of $187.5 million, which begin to expire in the year 2020. At December 31, 2019, we have net operating loss carryforwards in Luxembourg of $992.7 million, 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, 2019, there was a valuation allowance of $320.6 million primarily associated with foreign loss carryforwards and foreign tax credit carryforwards (discussed below). (2) For tax return purposes at December 31, 2019, we had: (1) U.S. general business credits of $39.0 million, which begin to expire in 2022; (2) U.S. alternative minimum tax credits of $0.8 million that can be carried forward indefinitely; (3) U.S. foreign tax credits of $50.5 million, which begin to expire in 2024; and (4) state tax credits of $34.4 million, which begin to expire in 2020. Changes in the valuation allowance for deferred tax assets are summarized as follows: Year Ended December 31, In thousands 2019 2018 2017 Balance at beginning of period $ 323,822 $ 285,784 $ 249,560 Other adjustments (8,526) 12,308 28,233 Additions charged to costs and expenses 5,353 25,730 7,991 Balance at end of period, noncurrent $ 320,649 $ 323,822 $ 285,784 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 or current tax planning strategies are not implemented. 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 $13.7 million and $5.1 million at December 31, 2019 and 2018, respectively. 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 is as follows: In thousands Total Unrecognized tax benefits at January 1, 2017 $ 57,626 Gross increase to positions in prior years 3,367 Gross decrease to positions in prior years (5,559) Gross increases to current period tax positions 6,453 Audit settlements (5,169) Decrease related to lapsing of statute of limitations (3,445) Effect of change in exchange rates 3,429 Unrecognized tax benefits at December 31, 2017 $ 56,702 Gross increase to positions in prior years 22,943 Gross decrease to positions in prior years (24,949) Gross increases to current period tax positions 63,869 Audit settlements (2,977) Decrease related to lapsing of statute of limitations (1,368) Effect of change in exchange rates (1,662) Unrecognized tax benefits at December 31, 2018 $ 112,558 Gross increase to positions in prior years 1,067 Gross decrease to positions in prior years (3,296) Gross increases to current period tax positions 13,762 Audit settlements — Decrease related to lapsing of statute of limitations (1,574) Effect of change in exchange rates (802) Unrecognized tax benefits at December 31, 2019 $ 121,715 At December 31, In thousands 2019 2018 2017 The amount of unrecognized tax benefits that, if recognized, would affect our effective tax rate $ 120,410 $ 111,224 $ 55,312 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 is as follows: Year Ended December 31, In thousands 2019 2018 2017 Net interest and penalties expense (benefit) $ 708 $ (990) $ (543) At December 31, In thousands 2019 2018 Accrued interest $ 2,849 $ 2,127 Accrued penalties 1,681 1,758 At December 31, 2019, 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 2001 France Subsequent to 2012 Germany Subsequent to 2013 Brazil Subsequent to 2013 United Kingdom Subsequent to 2015 Italy Subsequent to 2014 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 12: 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 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 are as follows: At December 31, In thousands 2019 2018 2018 credit facility Multicurrency revolving line of credit $ 500,000 $ 500,000 Long-term borrowings — — Standby LOCs issued and outstanding (41,072) (40,983) Net available for additional borrowings under the multi-currency revolving line of credit $ 458,928 $ 459,017 Net available for additional standby LOCs under sub-facility $ 258,928 $ 259,017 Unsecured multicurrency revolving lines of credit with various financial institutions Multicurrency revolving line of credit $ 107,206 $ 108,039 Standby LOCs issued and outstanding (25,100) (19,386) Short-term borrowings (173) (2,232) Net available for additional borrowings and LOCs $ 81,933 $ 86,421 Unsecured surety bonds in force $ 136,004 $ 94,365 In the event any such standby LOC or bond is called, we would be obligated to reimburse the issuer of the standby LOC or bond; however, as of February 26, 2020, we do not believe that any outstanding LOC or bond 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 is 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 2019 2018 2017 Beginning balance $ 60,443 $ 34,862 $ 43,302 Assumed liabilities from acquisition — 12,946 — New product warranties 5,202 3,772 7,849 Other adjustments and expirations, net 15,695 22,741 (393) Claims activity (27,916) (12,753) (18,094) Effect of change in exchange rates (183) (1,125) 2,198 Ending balance 53,241 60,443 34,862 Less: current portion of warranty 38,509 47,205 21,150 Long-term warranty $ 14,732 $ 13,238 $ 13,712 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. Warranty expense was as follows: Year Ended December 31, In thousands 2019 2018 2017 Total warranty expense (benefit) $ 17,975 $ 26,513 $ (2,054) Warranty expense decreased during the year ended December 31, 2019 compared with the same period in 2018. This decrease is primarily driven by a warranty reserve of $11.4 million for replacement of certain gas meters in our Device Solutions segment recognized in 2018. 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 2019 2018 2017 Plan costs $ 33,611 $ 41,543 $ 30,521 IBNR accrual, which is included in wages and benefits payable, was as follows: At December 31, In thousands 2019 2018 IBNR accrual $ 3,171 $ 3,643 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 withholdings. |
Restructuring
Restructuring | 12 Months Ended |
Dec. 31, 2019 | |
Restructuring and Related Activities [Abstract] | |
Restructuring | Restructuring 2018 Projects On February 22, 2018, our Board of Directors approved a restructuring plan (2018 Projects) to continue our efforts to optimize our global supply chain and manufacturing operations, research and development, and sales and marketing organizations. We expect to substantially complete expense recognition on the plan by the end of 2020. Many of the affected employees are represented by unions or works councils, which require consultation, and potential restructuring projects may be subject to regulatory approval, both of which could impact the timing of charges, total expected charges, cost recognized, and planned savings in certain jurisdictions. The total expected restructuring costs, the recognized restructuring costs, and the remaining expected restructuring costs related to the 2018 Projects are as follows: In thousands Total Expected Costs at December 31, 2019 Costs Recognized in Prior Periods Costs Recognized During the Year Ended December 31, 2019 Expected Remaining Costs to be Recognized at December 31, 2019 Employee severance costs $ 72,133 $ 73,778 $ (1,645) $ — Asset impairments & net loss on sale or disposal 3,842 117 3,725 — Other restructuring costs 24,910 4,228 7,192 13,490 Total $ 100,885 $ 78,123 $ 9,272 $ 13,490 2016 Projects On September 1, 2016, we announced projects (2016 Projects) to restructure various company activities in order to improve operational efficiencies, reduce expenses and improve competitiveness. We closed or consolidated several facilities and reduce our global workforce as a result of the restructuring. The 2016 Projects were initiated during the third quarter of 2016 and were substantially complete as of December 31, 2018. In April 2019, we completed the sale of our property in Stretford, United Kingdom. A gain on sale of $5.4 million was included in restructuring expense in the Consolidated Statements of Operations. The total expected restructuring costs, the recognized restructuring costs, and the remaining expected restructuring costs related to the 2016 Projects are as follows: In thousands Total Expected Costs at December 31, 2019 Costs Recognized in Prior Periods Costs Recognized During the Year Ended Expected Remaining Costs to be Recognized at December 31, 2019 Employee severance costs $ 36,882 $ 35,845 $ 1,037 $ — Asset impairments & net loss (gain) on sale or disposal 154 5,664 (5,510) — Other restructuring costs 13,942 11,763 1,479 700 Total $ 50,978 $ 53,272 $ (2,994) $ 700 The following table summarizes the activity within the restructuring related balance sheet accounts for the 2018 and 2016 Projects during the year ended December 31, 2019: In thousands Accrued Employee Severance Asset Impairments & Net Gain on Sale or Disposal Other Accrued Costs Total Beginning balance, January 1, 2019 $ 72,152 $ — $ 3,416 $ 75,568 Costs charged to expense (608) (1,785) 8,671 6,278 Cash (payments) receipts (16,482) 5,500 (9,733) (20,715) Net assets disposed and impaired — (3,715) — (3,715) Effect of change in exchange rates (1,321) — 12 (1,309) Ending balance, December 31, 2019 $ 53,741 $ — $ 2,366 $ 56,107 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. Other restructuring costs include expenses for employee relocation, professional fees associated with employee severance, and costs to exit the facilities once the operations in those facilities have ceased. 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. The current portion of restructuring liabilities were $18.9 million and $36.0 million as of December 31, 2019 and 2018, respectively. The current portion of restructuring liabilities is classified within other current liabilities on the Consolidated Balance Sheets. The long-term portion of restructuring liabilities balances were $37.2 million and $39.6 million as of |
Shareholders' Equity
Shareholders' Equity | 12 Months Ended |
Dec. 31, 2019 | |
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 will be entitled to be paid a preferential amount per share to be determined by our Board of Directors prior to any payment to holders of common stock. There was no preferred stock issued or outstanding at December 31, 2019 or 2018. Stock Repurchase Authorization On March 14, 2019, Itron's Board of Directors authorized the Company to repurchase up to $50 million of our common stock over a 12-month period (the 2019 Stock Repurchase Program). Following the announcement of the program and through December 31, 2019, we repurchased 529,396 shares at an average share price of $47.22 (including commissions) for a total of $25 million. The remaining amount authorized for repurchase under the 2019 Stock Repurchase Program is $25 million. In accordance with the terms of our 5% senior notes indenture maturing January 15, 2026, we were limited to a total of $25 million in stock repurchases in 2019. 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, 2017 $ (182,986) $ 43 $ (14,380) $ (32,004) $ (229,327) OCI before reclassifications 53,854 360 — 2,354 56,568 Amounts reclassified from AOCI 484 563 — 1,234 2,281 Total other comprehensive income (loss) 54,338 923 — 3,588 58,849 Balances at December 31, 2017 $ (128,648) $ 966 $ (14,380) $ (28,416) $ (170,478) OCI before reclassifications (28,841) 2,586 — 1,653 (24,602) Amounts reclassified from AOCI — (2,351) — 1,126 (1,225) Total other comprehensive income (loss) (28,841) 235 — 2,779 (25,827) Balances at December 31, 2018 $ (157,489) $ 1,201 $ (14,380) $ (25,637) $ (196,305) OCI before reclassifications (2,953) 4,061 — 1,909 3,017 Amounts reclassified from AOCI 2,443 (5,985) — (7,842) (11,384) Total other comprehensive income (loss) (510) (1,924) — (5,933) (8,367) Balances at December 31, 2019 $ (157,999) $ (723) $ (14,380) $ (31,570) $ (204,672) The before-tax, income tax (provision) benefit, and net-of-tax amounts related to each component of OCI during the reporting periods were as follows: Year Ended December 31, In thousands 2019 2018 2017 Before-tax amount Foreign currency translation adjustment $ (2,581) $ (29,130) $ 54,218 Foreign currency translation adjustment reclassified to net income on disposal 2,443 — 484 Net unrealized gain (loss) on derivative instruments, designated as cash flow hedges 4,063 2,908 585 Net hedging (gain) loss reclassified to net income (6,605) (2,507) 916 Net unrealized gain (loss) on defined benefit plans 1,966 2,343 3,401 Net defined benefit plan loss reclassified to net income (8,076) 1,596 1,782 Total other comprehensive income (loss), before tax (8,790) (24,790) 61,386 Tax (provision) benefit Foreign currency translation adjustment (372) 289 (364) Net unrealized gain (loss) on derivative instruments, designated as cash flow hedges (2) (322) (225) Net hedging (gain) loss reclassified to net income 620 156 (353) Net unrealized gain (loss) on defined benefit plans (57) (690) (1,047) Net defined benefit plan loss reclassified to net income 234 (470) (548) Total other comprehensive income (loss) tax (provision) benefit 423 (1,037) (2,537) Net-of-tax amount Foreign currency translation adjustment (2,953) (28,841) 53,854 Foreign currency translation adjustment reclassified to net income on disposal 2,443 — 484 Net unrealized gain (loss) on derivative instruments, designated as cash flow hedges 4,061 2,586 360 Net hedging (gain) loss reclassified to net income (5,985) (2,351) 563 Net unrealized gain (loss) on defined benefit plans 1,909 1,653 2,354 Net defined benefit plan loss reclassified to net income (7,842) 1,126 1,234 Total other comprehensive income (loss), net of tax $ (8,367) $ (25,827) $ 58,849 |
Fair Values of Financial Instru
Fair Values of Financial Instruments | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Values of Financial Instruments | Fair Values of Financial Instruments The fair values at December 31, 2019 and 2018 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, 2019 December 31, 2018 In thousands Carrying Amount Fair Value Carrying Amount Fair Value Assets Cash and cash equivalents $ 149,904 $ 149,904 $ 120,221 $ 120,221 Restricted cash — — 2,107 2,107 Foreign exchange forwards 96 96 157 157 Interest rate swaps 174 174 2,612 2,612 Interest rate caps 1 1 786 786 Cross currency swaps 4,026 4,026 2,970 2,970 Liabilities Credit facility USD denominated term loan $ 546,495 $ 550,135 $ 632,954 $ 630,971 Multicurrency revolving line of credit — — — — Senior notes 385,987 416,500 383,669 368,000 Foreign exchange forwards 162 162 337 337 The following methods and assumptions were used in estimating fair values: Cash, cash equivalents, and restricted cash: Due to the liquid nature of these instruments, the carrying value approximates fair value (Level 1). Credit Facility - term loan and multicurrency revolving line of credit: The term loan and revolver are 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. Senior Notes: The Senior Notes are not registered securities nor listed on any securities exchange, but may be actively traded by qualified institutional buyers. The fair value is estimated using Level 1 inputs, as it is based on quoted prices for these instruments in active markets. Derivatives: See "Note 7: Derivative Financial Instruments" for a description of our methods and assumptions in determining the fair value of our derivatives, which were determined using Level 2 inputs. |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2019 | |
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. 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 that do not have communications capability embedded for use with our broader Itron systems, i.e., hardware-based products not part of a complete "end-to-end" solution. Examples from the Device Solutions portfolio include: standard endpoints that are shipped without Itron communications, such as our standard gas meters, electricity IEC meters, and water meters, in addition to our heat and allocation products; communicating meters that are not a part of an Itron solution such as Smart Spec meters; and the implementation and installation of non-communicating devices, such as gas regulators. Networked Solutions – This segment primarily includes a combination of communicating devices (smart meters, modules, endpoints, and sensors), network infrastructure, and associated application software designed and sold as a complete solution for acquiring and transporting robust application-specific data. Networked Solutions combines the majority of the assets from the recently acquired SSNI organization with our legacy Itron networking products and software and the implementation and installation of communicating devices into one operating segment. Examples from the Networked Solutions portfolio include: communicating measurement, control, or sensing endpoints such as our Itron® and OpenWay® Riva meters, Itron traditional ERT® technology, Intelis smart gas or water meters, 500G gas communication modules, 500W water communication modules; GenX networking products, network modules and interface cards; and specific network control and management software applications. The IIoT solutions supported by this segment include automated meter reading (AMR), advanced metering infrastructure (AMI), smart grid and distribution automation (DA), and smart street lighting and smart city solutions. Outcomes – This segment primarily includes our value-added, enhanced software and services in which we manage, organize, analyze, and interpret data to improve decision making, maximize operational profitability, drive resource efficiency, and deliver results for consumers, utilities, and smart cities. Outcomes places an emphasis on delivering to Itron customers high-value, turn-key, digital experiences by leveraging the footprint of our Device Solutions and Networked Solutions segments. The revenues from these offerings are primarily recurring in nature and would include any direct management of Device Solutions, Networked Solutions, and other products on behalf of our end customers. Examples from the Outcomes portfolio include: our meter data management and analytics offerings; our managed service solutions including network-as-a-service and platform-as-a-service, forecasting software and services; and any consulting-based engagement. Within the Outcomes segment, we also identify new business models, including performance-based contracting, to drive broader portfolio offerings across utilities and cities. Revenues, gross profit, and operating income associated with our segments were as follows: Year Ended December 31, In thousands 2019 2018 2017 Product revenues Device Solutions $ 847,580 $ 916,809 $ 866,028 Networked Solutions 1,322,382 1,133,919 881,042 Outcomes 50,433 44,730 66,855 Total Company $ 2,220,395 $ 2,095,458 $ 1,813,925 Service revenues Device Solutions $ 11,301 $ 16,556 $ 16,868 Networked Solutions 94,872 90,225 66,342 Outcomes 175,902 173,878 121,062 Total Company $ 282,075 $ 280,659 $ 204,272 Total revenues Device Solutions $ 858,881 $ 933,365 $ 882,896 Networked Solutions 1,417,254 1,224,144 947,384 Outcomes 226,335 218,608 187,917 Total Company $ 2,502,470 $ 2,376,117 $ 2,018,197 Gross profit Device Solutions $ 152,562 $ 187,254 $ 216,631 Networked Solutions 518,749 482,471 412,375 Outcomes 81,008 60,594 47,745 Total Company $ 752,319 $ 730,319 $ 676,751 Operating income Device Solutions $ 97,753 $ 130,988 $ 159,641 Networked Solutions 397,325 360,779 322,367 Outcomes 43,803 16,634 4,915 Corporate unallocated (406,198) (558,093) (332,046) Total Company 132,683 (49,692) 154,877 Total other income (expense) (59,651) (59,459) (20,302) Income (loss) before income taxes $ 73,032 $ (109,151) $ 134,575 During the year ended December 31, 2017, we recognized an insurance recovery associated with warranty expenses previously recognized as a result of our 2015 product replacement notification. As a result, gross profit increased $8.0 million for the year ended December 31, 2017. After adjusting for the tax impact, the recovery resulted in an increase of $0.13 and $0.12 for basic and diluted EPS, respectively, for the year ended December 31, 2017. For all periods presented, no single customer represents more than 10% of total Company. We currently buy a majority of our integrated circuit board assemblies from three suppliers. Management believes that other suppliers could provide similar products, but a change in suppliers, disputes with our suppliers, or unexpected constraints on the suppliers' production capacity could adversely affect operating results. Revenues by region were as follows: Year Ended December 31, In thousands 2019 2018 2017 United States and Canada $ 1,629,742 $ 1,442,792 $ 1,137,508 Europe, Middle East, and Africa (EMEA) 663,851 733,732 672,942 Latin America and Asia Pacific 208,877 199,593 207,747 Total Company $ 2,502,470 $ 2,376,117 $ 2,018,197 Property, plant, and equipment, net, by geographic area were as follows: At December 31, In thousands 2019 2018 United States $ 99,615 $ 93,034 Outside United States 133,613 133,517 Total Company $ 233,228 $ 226,551 Depreciation expense is allocated to the operating segments based upon each segments use of the assets. All amortization expense is included in Corporate unallocated. Depreciation and amortization of intangible assets expense associated with our operating segments was as follows: Year Ended December 31, In thousands 2019 2018 2017 Device Solutions $ 25,542 $ 25,022 $ 25,757 Networked Solutions 13,004 12,671 7,758 Outcomes 5,363 6,572 3,826 Corporate unallocated 70,491 78,232 25,874 Total Company $ 114,400 $ 122,497 $ 63,215 |
Business Combinations
Business Combinations | 12 Months Ended |
Dec. 31, 2018 | |
Business Combinations [Abstract] | |
Business Combinations | Business Combinations Silver Spring Networks, Inc. On January 5, 2018, we completed the acquisition of SSNI by purchasing 100% of SSNI's outstanding stock. The acquisition was financed through incremental borrowings and cash on hand. Refer to "Note 6: Debt" for further discussion of our debt. SSNI provided smart network and data platform solutions for electricity, gas, water and smart cities including advanced metering, distribution automation, demand-side management, and street lights. Solutions include one or several of the following: communications modules, access points, relays and bridges; network operating software, grid management, security and grid analytics managed services and SaaS; installation; implementation; and professional services including consulting and analysis. Upon acquisition, SSNI changed its name to Itron Networked Solutions, Inc. (INS) and initially operated separately as our Networks operating segment. Subsequent to the October 1, 2018 reorganization, the prior Networks operating segment was integrated into the new Networked Solutions and Outcomes operating segments. The purchase price of SSNI was $809.2 million, which is net of $97.8 million of acquired cash and cash equivalents. Of the total consideration $802.5 million was paid in cash. The remaining $6.7 million relates to the fair value of pre-acquisition service for replacement awards of unvested SSNI options and restricted stock unit awards with an Itron equivalent award. We allocated the purchase price to the assets acquired and liabilities assumed based on estimated fair value assessments. During the year ended December 31, 2019, we completed the measurement period for the acquisition of SSNI and any further adjustments to assets acquired or liabilities assumed will be recognized through the Consolidated Statements of Operations. The following reflects our allocation of purchase price: Fair Value Weighted Average Useful Life In thousands Years Current Assets $ 88,395 Property, plant, and equipment 27,670 6 Other long-term assets 1,873 Identifiable intangible assets Core-developed technology 81,900 5 Customer contracts and relationships 134,000 10 Trademark and trade names 10,800 3 Total identified intangible assets subject to amortization 226,700 8 In-process research and development (IPR&D) 14,400 Total identified intangible assets 241,100 Goodwill 569,772 Current liabilities (93,129) Customer contracts and relationships (23,900) 5 Long-term liabilities (2,565) Total net assets acquired $ 809,216 The fair values for the identified trademarks and core-developed technology intangible assets were estimated using the relief from royalty method, which values the assets by estimating the savings achieved by ownership of trademark or technology when compared with the cost of licensing it from an independent owner. The fair value of customer contracts and relationship were estimated using the income approach. Under the income approach, the fair value reflects the present value of the projected cash flows that are expected to be generated. The fair value of IPR&D was valued utilizing the replacement cost method, which measures the value of an asset based on the cost to replace the existing asset. We estimated it would take approximately one year to complete the in-process technology. A profit mark-up was used to account for the return that a third-party developer would require on development efforts for the asset based on expected earnings before interest and taxes, and a return of ten percent was used based on the risk of the asset relative to the overall business. IPR&D will be amortized using the straight-line method after the technology is fully developed and is considered a product offering. Incremental costs to be incurred for these projects are recognized as research and development expense as incurred within the Consolidated Statements of Operations. Core-developed technology represents the fair values of SSNI products that have reached technological feasibility and were part of SSNI's product offerings at the date of the acquisition. Customer contracts and relationships represent the fair value of the relationships developed with its customers, including the backlog. The core-developed technology, trademarks, and customer contracts and relationships intangible assets valued using the income approach will be amortized using the estimated discounted cash flows assumed in the valuation models. Goodwill of $569.8 million arising from the acquisition consists largely of the synergies expected from combining the operations of Itron and SSNI, as well as certain intangible assets that do not qualify for separate recognition. All of the goodwill balance was assigned to the prior Networks reporting unit and operating segment. Refer to "Note 5: Goodwill". We will not be able to deduct any of the goodwill balance for income tax purposes. As a part of the business combination, we incurred $26.6 million and $91.9 million of acquisition and integration related expenses for the year ended December 31, 2019 and 2018, respectively. Acquisition related expenses includes such activities as success fees, certain consulting and advisory costs, and incremental legal and accounting costs. Integration costs are expenses related to integrating SSNI into Itron, and include expenses such as accounting and process integration and the related consulting fees, severance, site closure costs, system integration, and travel associated with knowledge transfers as we consolidate redundant positions. All acquisition and integration related expenses are included within sales, general and administrative expenses in the Consolidated Statements of Operations. The following table presents the revenues and net loss from SSNI operations that are included in our Consolidated Statements of Operations: In thousands January 5, 2018 - December 31, 2018 Revenues $ 352,996 Net income (loss) (54,409) The following supplemental pro forma results (unaudited) are based on the individual historical results of Itron and SSNI, with adjustments to give effect to the combined operations as if the acquisition had been consummated on January 1, 2017. Year Ended December 31, In thousands 2018 2017 Revenues $ 2,376,117 $ 2,591,211 Net income (loss) (84,602) 27,289 The significant nonrecurring adjustments reflected in the proforma schedule above are considered material and include the following: • Elimination of transaction costs incurred by SSNI and Itron prior to the acquisition completion • Reclassification of certain expenses incurred after the acquisition to the appropriate periods assuming the acquisition closed on January 1, 2017 The supplemental pro forma results are intended for information purposes only and do not purport to represent what the combined companies' results of operations would actually have been had the transaction in fact occurred at an earlier date or project the results for any future date or period. |
Revenues
Revenues | 12 Months Ended |
Dec. 31, 2019 | |
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, 2019 $ 102,130 Revenues recognized from beginning contract liability (57,371) Increases due to amounts collected or due 328,557 Revenues recognized from current period increases (282,322) Other (2,779) Ending balance, December 31, 2019 $ 88,215 On January 1, 2019, total contract assets were $34.3 million and total contract liabilities were $136.5 million. On December 31, 2019, total contract assets were $50.7 million and total contract liabilities were $138.9 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. 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 $1.4 billion for the next twelve 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. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2019 | |
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 1 to 9 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 Operating lease cost $ 23,221 Variable lease cost 2,103 Total operating lease cost $ 25,324 Supplemental cash flow information related to operating leases is as follows: In thousands Year Ended Cash paid for amounts included in the measurement of operating lease liabilities $ 19,899 Right-of-use assets obtained in exchange for operating lease liabilities 23,511 Supplemental balance sheet information related to operating leases is as follows: In thousands December 31, 2019 Operating lease right-of-use assets, net $ 79,773 Other current liabilities 17,049 Operating lease liabilities 68,919 Total operating lease liability $ 85,968 Weighted average remaining lease term - Operating leases 5.9 years Weighted average discount rate - Operating leases 4.9 % Remaining maturities of operating lease liabilities as of December 31, 2019 are as follows: In thousands December 31, 2019 2020 $ 19,747 2021 16,740 2022 14,351 2023 13,700 2024 12,170 Thereafter 22,572 Total lease payments 99,280 Less: imputed interest (13,312) Total operating lease liability $ 85,968 Operating lease rental expense for factories, service and distribution locations, office, and equipment prior to adoption of ASC 842 was as follows: In thousands Year Ended December 31, 2018 2017 Rental expense $ 24,453 $ 14,824 The future obligations under operating leases in effect as of December 31, 2018 as determined prior to adoption of ASC 842 were as follows: In thousands December 31, 2018 Less than 1 year $ 17,456 1-3 years 26,241 3-5 years 19,659 Beyond 5 years 26,703 Total operating lease liability $ 90,059 |
Quarterly Results (Unaudited)
Quarterly Results (Unaudited) | 12 Months Ended |
Dec. 31, 2019 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Results (Unaudited) | Quarterly Results (Unaudited) In thousands, except per share data First Quarter Second Quarter Third Quarter Fourth Quarter Total Year 2019 Consolidated Statements of Operations data: Revenues $ 614,576 $ 635,037 $ 624,474 $ 628,383 $ 2,502,470 Gross profit 187,263 191,214 196,404 177,438 752,319 Net income (loss) attributable to Itron, Inc. (1,907) 19,446 16,847 14,620 49,006 Earnings (loss) per common share - Basic (1) $ (0.05) $ 0.49 $ 0.43 $ 0.37 $ 1.24 Earnings (loss) per common share - Diluted (1) $ (0.05) $ 0.49 $ 0.42 $ 0.36 $ 1.23 In thousands, except per share data First Quarter Second Quarter Third Quarter Fourth Quarter Total Year 2018 Consolidated Statements of Operations data: Revenues $ 607,221 $ 585,890 $ 595,962 $ 587,044 $ 2,376,117 Gross profit 179,855 176,577 197,097 176,790 730,319 Net income (loss) attributable to Itron, Inc. (145,666) 2,657 19,882 23,877 (99,250) Earnings (loss) per common share - Basic (1) $ (3.74) $ 0.07 $ 0.51 $ 0.61 $ (2.53) Earnings (loss) per common share - Diluted (1) $ (3.74) $ 0.07 $ 0.50 $ 0.60 $ (2.53) (1) The sum of the quarterly EPS data presented in the table may not equal the annual results due to rounding and the impact of dilutive securities on the annual versus the quarterly EPS calculations. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
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, 2019, 2018, and 2017 and the Consolidated Balance Sheets as of December 31, 2019 and 2018 of Itron, Inc. and its subsidiaries, prepared in accordance with U.S. generally accepted accounting principles (GAAP). |
Use of Estimates, Policy | Use of EstimatesThe 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. |
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. On December 22, 2017, we issued $300 million aggregate principal amount of 5.00% senior unsecured notes due in 2026 (the December Notes). The proceeds of the December Notes plus prepaid interest and a premium for a special mandatory redemption option were deposited into escrow, where the funds remained until all the escrow release conditions were satisfied, specifically the closing of the acquisition of Silver Spring Networks, Inc. (SSNI) on January 5, 2018. We have recognized the balance in escrow as restricted cash in our consolidated financial statements as of December 31, 2017. See "Note 6: Debt" for further details. The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the Consolidated Balance Sheets that sum to the total of the same such amounts shown in the Consolidated Statements of Cash Flows: Year Ended December 31, In thousands 2019 2018 2017 Cash and cash equivalents $ 149,904 $ 120,221 $ 176,274 Restricted cash included in other current assets — 51 51 Long-term restricted cash — 2,056 311,010 Total cash, cash equivalents, and restricted cash $ 149,904 $ 122,328 $ 487,335 |
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 doubtful accounts representing our estimate of the probable losses in accounts receivable at the date of the balance sheet based on our historical experience of bad debts and our specific review of outstanding receivables. 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. |
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 direct 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 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, as well as in-process research and development (IPR&D), are measured and recognized at fair value, and amortized over the estimated useful life. IPR&D is not amortized until such time as the associated development projects are completed or terminated. If a development project is completed, the IPR&D is reclassified as a core technology intangible asset and amortized over its estimated useful life. If the development project is terminated, the recognized value of the associated IPR&D is immediately expensed. 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 require 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. |
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 ten 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, an impairment loss is recognized in an amount equal to the 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 and Profit SharingWe have various employee bonus and profit sharing plans, which provide award amounts for the achievement of financial and nonfinancial targets. If management determines it is probable that the 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. |
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. One-time termination benefits are recognized at the date the employee is notified. If the employee must provide future service greater than 60 days, 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, that arise during the period but that are not recognized as components of net periodic benefit cost. If actuarial gains and losses exceed ten 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 - 2019 and 2018 On January 1, 2018, we adopted Revenue from Contracts with Customers (ASC 606), using the modified retrospective method. Results for reporting periods beginning after January 1, 2018 are presented under ASC 606, while prior period amounts are not adjusted and continue to be reported in accordance with our historic accounting under ASC 605, Revenue Recognition (ASC 605). Refer to our Revenue Recognition accounting policy described below and "Note 18: Revenues" for additional disclosures regarding our revenues from contracts with customers and the adoption of ASC 606. The majority of our revenues consist primarily of hardware sales, but may also include the license of software, software implementation services, cloud services and 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 an 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 considered to be a right to use intellectual property and are recognized at a point in time. Transfer of control is considered to be 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. Services, including professional services, cloud services, and SaaS arrangements, are commonly billed on a monthly basis in arrears and typically result in an unbilled receivable, which is not considered a contract asset as our right to consideration is unconditional. 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 considered to be 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 over time, ratably over the life of the related service contract. Support fees are typically billed on an annual basis, resulting in a contract liability. Shipping and handling costs and incidental expenses billed to customers are recognized as revenue, with the associated cost charged to cost of revenues. 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. Revenue Recognition - 2017 Revenues consist primarily of hardware sales, software license fees, software implementation, project management services, installation, consulting, and post-sale maintenance support. Revenues are recognized when (1) persuasive evidence of an arrangement exists, (2) delivery has occurred or services have been rendered, (3) the sales price is fixed or determinable, and (4) collectability is reasonably assured. Many of our revenue arrangements involve multiple deliverables, which combine two or more of the following: hardware, software, installation, and/or project management services. Separate contracts entered into with the same customer that meet certain criteria such as those that are entered into at or near the same time are evaluated as one single arrangement for purposes of applying multiple element arrangement revenue recognition. Revenue arrangements with multiple deliverables are divided into separate units of accounting at the inception of the arrangement and as each item in the arrangement is delivered. If the delivered item(s) has value to the customer on a standalone basis and delivery/performance of the undelivered item(s) is probable the total arrangement consideration is allocated among the separate units of accounting based on their relative fair values and the applicable revenue recognition criteria are then considered for each unit of accounting. The amount allocable to a delivered item is limited to the amount that we are entitled to collect and that is not contingent upon the delivery/performance of additional items. Revenues for each deliverable are then recognized based on the type of deliverable, such as (1) when the products are shipped, (2) services are delivered, (3) percentage-of-completion for implementation services, (4) upon receipt of customer acceptance, or 5) transfer of title and risk of loss. The majority of our revenue is recognized when products are shipped to or received by a customer or when services are provided. Hardware revenues are generally recognized at the time of shipment, receipt by the customer, or, if applicable, upon completion of customer acceptance provisions. Under contract accounting where revenue is recognized using percentage of completion, the cost to cost method is used to measure progress to completion. Revenue from network software and services are recognized using the units-of-delivery method of contract accounting, as network design services and network software are essential to the functionality of the related hardware (network) for certain contracts. This methodology results in the deferral of costs and revenues as professional services and software implementation commence prior to deployment of hardware. In the unusual instances when we are unable to reliably estimate the cost to complete a contract at its inception, we use the completed contract method of contract accounting. Revenues and costs are recognized upon substantial completion when remaining costs are insignificant and potential risks are minimal. Change orders and contract modifications entered into after inception of the original contract are analyzed to determine if change orders or modifications are extensions of an existing agreement or are accounted for as a separate arrangement for purposes of applying contract accounting. If we estimate that the completion of a contract component (unit of accounting) will result in a loss, the loss is recognized in the period in which the loss becomes evident. We reevaluate the estimated loss through the completion of the contract component and adjust the estimated loss for changes in facts and circumstances. A few of our larger customer arrangements contain clauses for liquidated damages, related to delays in delivery or milestone accomplishments, which could become material in an event of failure to meet the contractual deadlines. At the inception of the arrangement and on an ongoing basis, we evaluate if the liquidated damages represent contingent revenue and, if so, we reduce the amount of consideration allocated to the delivered products and services and recognize it as a reduction in revenue in the period of default. If the arrangement is subject to contract accounting, liquidated damages resulting from failure or expected failure to meet milestones are estimated and are accounted for as a reduction of revenue in the period in which the liquidated damages are deemed probable of occurrence and are reasonably estimable. Our software customers often purchase a combination of software, software-related services, and post contract customer support (PCS). PCS includes telephone support services and updates or upgrades for software as part of a maintenance program. For these types of arrangements, revenue recognition is dependent upon the availability of vendor specific objective evidence (VSOE) of fair value for any undelivered element. We determine VSOE by reference to the range of comparable standalone sales or stated renewals. We review these standalone sales or renewals on at least an annual basis. If VSOE is established for all undelivered elements in the contract, revenue is recognized for delivered elements when all other revenue recognition criteria are met. Arrangements in which VSOE for all undelivered elements is not established, we recognize revenue under the combined services approach where revenue for software and software related elements is deferred until all software products have been delivered, all software related services have commenced, and undelivered services do not include significant production, customization or modification. This will also result in the deferral of costs for software and software implementation services until the undelivered element commence. Revenue would be recognized over the longest period that services would be provided, which is typically the PCS period. 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 ratably over the contact term commencing with the date the services is made available to customers and all other revenue recognition criteria have been satisfied. For arrangements where cloud services and SaaS is provided on a per meter basis, revenue is recognized based on actual meters read during the period. 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, a portion of the arrangement's total consideration is allocated to this extended warranty deliverable. This revenue is deferred and recognized over the extended warranty coverage period. Extended or customer-specific warranties do not represent a significant portion of our revenue. We allocate consideration to each deliverable in an arrangement based on its relative selling price. We determine selling price using VSOE, if it exists, otherwise we use third-party evidence (TPE). We define VSOE as a median price of recent standalone transactions that are priced within a narrow range. TPE is determined based on the prices charged by our competitors for a similar deliverable when sold separately. If neither VSOE nor TPE of selling price exists for a unit of accounting, we use estimated selling price (ESP) to determine the price at which we would transact if the product or service were regularly sold by us on a standalone basis. Our determination of ESP involves a weighting of several factors based on the specific facts and circumstances of the arrangement. The factors considered include historical contractual sales, market conditions and entity specific factors, the cost to produce the deliverable, the anticipated margin on that deliverable, our ongoing pricing strategy and policies, and the characteristics of the varying markets in which the deliverable is sold. We analyze the selling prices used in our allocation of arrangement consideration on an annual basis. Selling prices are analyzed on a more frequent basis if a significant change in our business necessitates a more timely analysis or if we experience significant variances in our selling prices. Unearned revenue is recognized when a customer pays for products or services, but the criteria for revenue recognition have not been met as of the balance sheet date. Unearned revenue related primarily to professional services and software associated with our smart metering contracts, extended or customer-specific warranty, and prepaid post-contract support. Deferred costs are recognized for products or services for which ownership (typically defined as title and risk of loss) has transferred to the customer, but the criteria for revenue recognition have not been met as of the balance sheet date. Deferred costs are recognized within other assets in the Consolidated Balance Sheets. Hardware and software post-sale maintenance support fees, such as post contract support or extended warranty are recognized ratably over the life of the related service contract. Shipping and handling costs and incidental expenses billed to customers are recognized as revenue, with the associated cost charged to cost of revenues. We recognize sales, use, and value added taxes billed to our customers on a net basis. |
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 stock options, restricted stock units, phantom stock units, and unrestricted stock units (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 stock options is estimated at the date of grant using the Black-Scholes option-pricing model. Options to purchase our common stock are granted with an exercise price equal to the market close price of the stock on the date the Board of Directors approves the grant. Options generally become exercisable in three equal annual installments beginning one year from the date of grant and expire 10 years from the date of grant. Expected volatility is 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 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 award date on zero-coupon U.S. government issues with a term equal to the expected term of the award. The expected term is the weighted average expected term of an award based on the period of time between the date the award is granted and the estimated date the award will be fully exercised. Factors considered in estimating the expected term include historical experience of similar awards, contractual terms, vesting schedules, and expectations of future employee behavior. We have not paid dividends in the past and do not plan to pay dividends in the foreseeable future. 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 award date on zero-coupon U.S. government issues with a term equal to the expected term of the award. The expected term is the term of an award based on the period of time between the date of the award and the date the award is expected to vest. The expected term assumption is based upon the plan's performance period as of the date of the award. We have not paid dividends in the past and do not plan to pay dividends in the foreseeable future. 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. 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 |
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. |
Lessee, Leases | Leases - 2019 We adopted Accounting Standards Codification (ASC) 842, on January 1, 2019, which required that substantially all our leases be recognized on our Consolidated Balance Sheets as a right-of-use asset and corresponding lease liability. Since ASC 842 required modified retrospective adoption, operating leases were not recognized on our balance sheet prior to January 1, 2019. 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. |
New Accounting Pronouncements | Recently Adopted Accounting Standards In February 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2016-02, Leases (Topic 842) (ASU 2016-02), which required that substantially all leases be recognized by lessees on their balance sheet as a right-of-use asset and corresponding lease liability, including leases previously accounted for as operating leases. The new standard also resulted in enhanced quantitative and qualitative disclosures, including judgments made by management, to provide greater insight into the extent of revenue and expense recognized and expected to be recognized from existing leases. The standard required modified retrospective adoption. We adopted ASC 842, as amended, on January 1, 2019, and it resulted in the recognition of operating lease right-of-use assets, other current liabilities, and operating lease liabilities of $74.6 million, $14.5 million, and $61.5 million, respectively, and a decrease in other current assets and other long-term obligations of $1.5 million and $2.9 million, respectively. In August 2018, the FASB issued ASU 2018-15, Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract. The standard aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). Accordingly, the standard requires an entity (customer) in a hosting arrangement that is a service contract to follow the guidance in ASC 350-40 to determine which implementation costs to capitalize as an asset related to the service contract and which costs to expense. The standard also requires us to amortize the capitalized implementation costs of a hosting arrangement that is a service contract over the term of the hosting arrangement, which includes reasonably certain renewals. We adopted ASU 2018-15 as of January 1, 2019, and it did not have a material impact on our financial position, results of operations, or cash flows. We classify the capitalized implementation costs as prepaid assets, within other current assets and other long-term assets on our Consolidated Balance Sheets. In October 2018, the FASB issued ASU 2018-16, Inclusion of the Secured Overnight Financing Rate (SOFR) Overnight Index Swap (OIS) Rate as a Benchmark Interest Rate for Hedge Accounting Purposes. We adopted this standard on January 1, 2019, and it did not materially impact our consolidated financial statements. This update establishes OIS rates based on SOFR as an approved benchmark interest rate in addition to existing rates such as the LIBOR swap rate. Recent Accounting Standards Not Yet Adopted In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326) (ASU 2016-13), which replaces the incurred loss impairment methodology in current GAAP with a methodology based on expected credit losses. This estimate of expected credit losses uses a broader range of reasonable and supportable information. This change will result in earlier recognition of credit losses and immaterial modifications to our allowance for doubtful accounts. The FASB also issued codification improvements and transition relief in ASU 2019-04, ASU 2019-05 and ASU 2019-11, hereafter referred to as ASC 326. We will adopt ASC 326, as amended, on January 1, 2020. We do not anticipate that the adoption of ASC 326 will have a material impact on our consolidated financial position, results of operations, or cash flows, but are still evaluating the potential impact. In August 2018, the FASB issued ASU 2018-13, Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement (ASU 2018-13), which amends the disclosure requirements under ASC 820, Fair Value Measurements. ASU 2018-13 is effective for us beginning with our interim financial reports for the first quarter of 2020. We are currently evaluating the impact this standard will have on our consolidated financial statement disclosures related to assets and liabilities subject to fair value measurement. In August 2018, the FASB issued ASU 2018-14, Disclosure Framework-Changes to the Disclosure Requirements for Defined Benefit Plans (ASU 2018-14), which amends the disclosure requirements under ASC 715-20, Compensation-Retirement Benefits-Defined Benefit Plans. ASU 2018-14 is effective for our financial reporting in 2020. We are currently evaluating the impact this standard will have on our consolidated financial statement disclosures for our defined benefit plans. In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes (ASU 2019-12), which modifies certain provisions of ASC 740, Income Taxes, in an effort to reduce the complexity of accounting for income taxes. ASU 2019-12 is effective for us beginning with our interim financial reports for the first quarter of 2021. We are currently evaluating the effects and do not believe this standard will have a material impact on our consolidated financial position, results of operations, or cash flows. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Restrictions on Cash and Cash Equivalents | The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the Consolidated Balance Sheets that sum to the total of the same such amounts shown in the Consolidated Statements of Cash Flows: Year Ended December 31, In thousands 2019 2018 2017 Cash and cash equivalents $ 149,904 $ 120,221 $ 176,274 Restricted cash included in other current assets — 51 51 Long-term restricted cash — 2,056 311,010 Total cash, cash equivalents, and restricted cash $ 149,904 $ 122,328 $ 487,335 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
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 2019 2018 2017 Net income (loss) available to common shareholders $ 49,006 $ (99,250) $ 57,298 Weighted average common shares outstanding - Basic 39,556 39,244 38,655 Dilutive effect of stock-based awards 424 — 732 Weighted average common shares outstanding - Diluted 39,980 39,244 39,387 Earnings (loss) per common share - Basic $ 1.24 $ (2.53) $ 1.48 Earnings (loss) per common share - Diluted $ 1.23 $ (2.53) $ 1.45 |
Certain Balance Sheet Compone_2
Certain Balance Sheet Components (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Balance Sheet Related Disclosures [Abstract] | |
Accounts Receivable, Net | Accounts receivable, net In thousands December 31, 2019 December 31, 2018 Trade receivables (net of allowance of $3,064 and $6,331) $ 415,887 $ 416,503 Unbilled receivables 57,038 20,658 Total accounts receivable, net $ 472,925 $ 437,161 |
Allowance for Credit Losses on Financing Receivables | Allowance for doubtful account activity Year Ended December 31, In thousands 2019 2018 2017 Beginning balance $ 6,331 $ 3,957 $ 3,320 Provision for (release of) doubtful accounts, net (1,511) 3,874 1,656 Accounts written-off (1,749) (1,281) (1,351) Effect of change in exchange rates (7) (219) 332 Ending balance $ 3,064 $ 6,331 $ 3,957 |
Inventories | Inventories In thousands December 31, 2019 December 31, 2018 Raw materials $ 120,861 $ 133,398 Work in process 11,105 9,744 Finished goods 95,930 77,532 Total inventories $ 227,896 $ 220,674 |
Property, Plant, and Equipment | Property, plant, and equipment, net In thousands December 31, 2019 December 31, 2018 Machinery and equipment $ 323,003 $ 315,974 Computers and software 109,924 104,290 Buildings, furniture, and improvements 149,471 146,071 Land 14,988 14,980 Construction in progress, including purchased equipment 54,490 49,682 Total cost 651,876 630,997 Accumulated depreciation (418,648) (404,446) Property, plant, and equipment, net $ 233,228 $ 226,551 |
Depreciation Expense | Depreciation expense Year Ended December 31, In thousands 2019 2018 2017 Depreciation expense $ 50,114 $ 50,784 $ 42,430 |
Schedule of Intangible Assets (
Schedule of Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
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, are as follows: December 31, 2019 December 31, 2018 In thousands Gross Assets Accumulated Net Gross Assets Accumulated Net Intangible Assets Core-developed technology $ 507,669 $ (458,109) $ 49,560 $ 507,100 $ (429,955) $ 77,145 Customer contracts and relationships 381,288 (251,509) 129,779 379,614 (212,538) 167,076 Trademarks and trade names 78,837 (73,732) 5,105 78,746 (69,879) 8,867 Other 12,020 (11,367) 653 12,600 (11,205) 1,395 Total intangible assets subject to amortization 979,814 (794,717) 185,097 978,060 (723,577) 254,483 In-process research and development — — 3,100 3,100 Total intangible assets $ 979,814 $ (794,717) $ 185,097 $ 981,160 $ (723,577) $ 257,583 Intangible Liabilities Customer contracts and relationships $ (23,900) $ 13,450 $ (10,450) $ (23,900) $ 5,217 $ (18,683) |
Summary Of Intangible Asset Account Activity | A summary of the intangible assets and liabilities account activity is as follows: Year Ended December 31, In thousands 2019 2018 Beginning balance, intangible assets, gross $ 981,160 $ 769,851 Intangible assets acquired — 242,039 Effect of change in exchange rates (1,346) (30,730) Ending balance, intangible assets, gross $ 979,814 $ 981,160 Beginning balance, intangible liabilities, gross $ (23,900) $ — Intangible liabilities acquired — (23,900) Effect of change in exchange rates — — Ending balance, intangible liabilities, gross $ (23,900) $ (23,900) |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | Estimated future annual amortization (accretion) is as follows: Year Ending December 31, Amortization Accretion Estimated Annual Amortization, net In thousands 2020 $ 53,028 $ (8,028) $ 45,000 2021 37,705 (1,963) 35,742 2022 27,346 (459) 26,887 2023 19,785 — 19,785 2024 15,612 — 15,612 Thereafter 31,621 — 31,621 Total intangible assets subject to amortization $ 185,097 $ (10,450) $ 174,647 |
Finite-lived Intangible Assets Amortization Expense | Amortization Expense Year Ended December 31, In thousands 2019 2018 2017 Amortization expense $ 64,286 $ 71,713 $ 20,785 |
Goodwill (Tables)
Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
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, 2019 and 2018: In thousands Device Solutions Networked Solutions Outcomes Total Company Goodwill balance at January 1, 2018 $ 56,195 $ 455,382 $ 44,185 $ 555,762 Goodwill acquired — 475,570 100,180 575,750 Effect of change in exchange rates (936) (12,457) (1,586) (14,979) Goodwill balance at December 31, 2018 55,259 918,495 142,779 1,116,533 Goodwill acquired — (4,938) (1,040) (5,978) Effect of change in exchange rates (329) (5,469) (850) (6,648) Goodwill balance at December 31, 2019 $ 54,930 $ 908,088 $ 140,889 $ 1,103,907 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | The components of our borrowings are as follows: In thousands December 31, 2019 December 31, 2018 Credit facility USD denominated term loan $ 550,156 $ 637,813 Multicurrency revolving line of credit — — Senior notes 400,000 400,000 Total debt 950,156 1,037,813 Less: current portion of debt (1) — 28,438 Less: unamortized prepaid debt fees - term loan 3,661 4,859 Less: unamortized prepaid debt fees - senior notes 14,013 16,331 Long-term debt, net $ 932,482 $ 988,185 (1) During 2019 we made debt prepayments on the term loan in excess of required principal payments, reducing the current portion of debt to zero at December 31, 2019. |
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, are as follows: Year Ending December 31, Minimum Payments In thousands 2020 $ — 2021 32,422 2022 44,063 2023 44,063 2024 429,608 Thereafter 400,000 Total minimum payments on debt $ 950,156 |
Derivative Financial Instrume_2
Derivative Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Derivative Instruments in Statement of Financial Position, Fair Value | The fair values of our derivative instruments are as follows: Derivatives Assets Balance Sheet Location December 31, December 31, Derivatives designated as hedging instruments under Subtopic ASC 815-20 In thousands Interest rate swap contracts Other current assets $ 174 $ 1,866 Interest rate cap contracts Other current assets 1 535 Cross currency swap contract Other current assets 1,156 1,631 Interest rate swap contracts Other long-term assets — 746 Interest rate cap contracts Other long-term assets — 251 Cross currency swap contract Other long-term assets 2,870 1,339 Derivatives not designated as hedging instruments under Subtopic ASC 815-20 Foreign exchange forward contracts Other current assets 96 157 Total asset derivatives $ 4,297 $ 6,525 Derivatives Liabilities Derivatives not designated as hedging instruments under Subtopic ASC 815-20 Foreign exchange forward contracts Other current liabilities $ 162 $ 337 |
Accumulated OCI for Derivative and Nonderivative Instruments Designated as Hedging Instruments, Net of Tax | The changes in AOCI, net of tax, for our derivative and nonderivative instruments designated as hedging instruments, net of tax, were as follows: In thousands 2019 2018 2017 Net unrealized loss on hedging instruments at January 1, $ (13,179) $ (13,414) $ (14,337) Unrealized gain (loss) on derivative instruments 4,061 2,586 360 Realized (gains) losses reclassified into net income (loss) (5,985) (2,351) 563 Net unrealized loss on hedging instruments at December 31, $ (15,103) $ (13,179) $ (13,414) |
Offsetting Assets | A summary of the potential effect of netting arrangements on our financial position related to the offsetting of our recognized derivative assets and liabilities under master netting arrangements or similar agreements is as follows: Offsetting of Derivative Assets Gross Amounts of Recognized Assets Presented in the Consolidated Balance Sheets Gross Amounts Not Offset in the Consolidated Balance Sheets In thousands Derivative Financial Instruments Cash Collateral Received Net Amount December 31, 2019 $ 4,297 $ (56) $ — $ 4,241 December 31, 2018 6,525 (103) — 6,422 |
Offsetting Liabilities | Offsetting of Derivative Liabilities Gross Amounts of Recognized Liabilities Presented in the Consolidated Balance Sheets Gross Amounts Not Offset in the Consolidated Balance Sheets In thousands Derivative Financial Instruments Cash Collateral Pledged Net Amount December 31, 2019 $ 162 $ (56) $ — $ 106 December 31, 2018 337 (103) — 234 |
Derivative Instruments, Gain (Loss) | The before-tax effects of our accounting for derivative instruments designated as hedges on the Consolidated Balance Sheets and the Consolidated Statements of Operations for the year ended December 31, were as follows: Derivatives in Subtopic ASC 815-20 Cash Flow Hedging Relationships Amount of Gain (Loss) Recognized in OCI on Derivative Gain (Loss) Reclassified from AOCI into Income Location Amount In thousands 2019 2018 2017 In thousands 2019 2018 2017 Interest rate swap contracts $ (987) $ 1,306 $ 768 Interest expense $ 1,451 $ 1,065 $ (706) Interest rate cap contracts 995 18 (183) Interest expense 1,046 (439) (210) Foreign exchange options 1,141 — — Product cost of revenues 1,141 — — Cross currency swap contract 3,022 1,584 — Interest expense 1,632 949 — Cross currency swap contract — — — Other income (expense), net 1,335 932 — |
Foreign Exchange Derivatives Not Designated As Hedging Instruments | The effects of our derivative instruments not designated as hedges on the Consolidated Statements of Operations for the year ended December 31, were as follows: Derivatives Not Designated as Hedging Instrument under Subtopic ASC 815-20 Location Gain (Loss) Recognized in Income on Derivatives In thousands 2019 2018 2017 Foreign exchange forward contracts Other income (expense), net $ (2,425) $ 3,448 $ (6,281) Interest rate cap contracts Interest expense — 377 (274) |
Defined Benefit Pension Plans (
Defined Benefit Pension Plans (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Defined Benefit Plan [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 2019 2018 Change in benefit obligation: Benefit obligation at January 1, $ 105,570 $ 110,820 Service cost 3,711 4,034 Interest cost 2,278 2,324 Actuarial (gain) loss 8,798 (2,497) Benefits paid (2,970) (3,018) Foreign currency exchange rate changes (1,984) (5,110) Curtailment (36) (694) Settlement (234) (413) Other (915) 124 Benefit obligation at December 31, $ 114,218 $ 105,570 Change in plan assets: Fair value of plan assets at January 1, $ 11,890 $ 12,834 Actual return on plan assets 1,134 (54) Company contributions 289 465 Benefits paid (411) (392) Foreign currency exchange rate changes (237) (963) Fair value of plan assets at December 31, 12,665 11,890 Net pension benefit obligation at fair value $ 101,553 $ 93,680 |
Schedule of Amounts Recognized in the Consolidated Balance Sheets | Amounts recognized on the Consolidated Balance Sheets consist of: December 31, In thousands 2019 2018 Assets Plan assets in other long-term assets $ 44 $ 572 Liabilities Current portion of pension benefit obligation in wages and benefits payable 2,885 2,730 Long-term portion of pension benefit obligation 98,712 91,522 Pension benefit obligation, net $ 101,553 $ 93,680 |
Schedule of Amounts Recognized in Other Comprehensive Income (Loss) | Amounts recognized in OCI (pre-tax) are as follows: Year Ended December 31, In thousands 2019 2018 2017 Net actuarial (gain) loss $ 8,762 $ (3,191) $ (3,209) Settlement (gain) loss (250) (1) 2 Curtailment (gain) loss — (1) 586 Plan asset (gain) loss (526) 724 (192) Amortization of net actuarial loss (1,648) (1,533) (2,308) Amortization of prior service cost (68) (61) (62) Other (160) 124 — Other comprehensive (income) loss $ 6,110 $ (3,939) $ (5,183) |
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 2019 2018 2017 Service cost $ 3,711 $ 4,034 $ 3,968 Interest cost 2,278 2,324 2,264 Expected return on plan assets (608) (670) (594) Amortization of prior service costs 68 61 62 Amortization of actuarial net loss 1,648 1,533 2,308 Settlement 250 1 (2) Curtailment — 1 (586) Net periodic benefit cost $ 7,347 $ 7,284 $ 7,420 |
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, 2019 2018 2017 Actuarial assumptions used to determine benefit obligations at end of period: Discount rate 1.76 % 2.24 % 2.21 % Expected annual rate of compensation increase 3.76 % 3.60 % 3.64 % Actuarial assumptions used to determine net periodic benefit cost for the period: Discount rate 2.24 % 2.21 % 2.18 % Expected rate of return on plan assets 5.19 % 5.58 % 5.58 % Expected annual rate of compensation increase 3.60 % 3.64 % 3.65 % |
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, 2019 2018 Projected benefit obligation $ 110,656 $ 103,059 Accumulated benefit obligation 101,611 94,831 Fair value of plan assets 9,059 8,807 |
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, 2019 Cash $ 926 $ 926 $ — Insurance funds 8,133 — 8,133 Other securities 3,606 — 3,606 Total fair value of plan assets $ 12,665 $ 926 $ 11,739 In thousands December 31, 2018 Cash $ 787 $ 787 $ — Insurance funds 8,020 — 8,020 Other securities 3,083 — 3,083 Total fair value of plan assets $ 11,890 $ 787 $ 11,103 |
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, 2019 and 2018. In thousands Balance at January 1, 2019 Net Realized and Unrealized Gains Net Purchases, Issuances, Settlements, and Other Effect of Foreign Currency Balance at December 31, 2019 Insurance funds $ 8,020 $ 282 $ (27) $ (142) $ 8,133 Other securities 3,083 814 (160) (131) 3,606 Total $ 11,103 $ 1,096 $ (187) $ (273) $ 11,739 In thousands Balance at January 1, 2018 Net Realized and Unrealized Gains Net Purchases, Issuances, Settlements, and Other Effect of Foreign Currency Balance at December 31, 2018 Insurance funds $ 8,384 $ (158) $ 141 $ (347) $ 8,020 Other securities 3,661 123 (141) (560) 3,083 Total $ 12,045 $ (35) $ — $ (907) $ 11,103 |
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 2020 $ 3,828 2021 3,463 2022 3,861 2023 4,176 2024 5,141 2025-2029 27,701 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
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 2019 2018 2017 Stock options $ 1,770 $ 3,675 $ 2,695 Restricted stock units 24,560 26,859 17,738 Unrestricted stock awards 630 729 974 Phantom stock units 3,301 2,165 1,747 Total stock-based compensation $ 30,261 $ 33,428 $ 23,154 Related tax benefit $ 5,390 $ 6,019 $ 5,034 |
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, 2017 959 $ 45.64 6.6 $ 19,125 Granted 135 65.94 $ 21.99 Exercised (41) 39.92 $ 1,071 Forfeited (35) 47.38 Expired (62) 70.12 Outstanding, December 31, 2017 956 $ 47.10 6.3 $ 21,965 Converted upon acquisition 42 $ 51.86 $ 14.86 Granted 122 68.21 $ 24.29 Exercised (152) 38.99 $ 4,520 Forfeited (7) 60.03 Expired (66) 95.31 Outstanding, December 31, 2018 895 $ 47.93 6.2 $ 4,806 Granted 76 $ 76.55 $ 26.20 Exercised (489) 43.55 $ 15,759 Forfeited (13) 67.34 Expired (11) 66.24 Outstanding, December 31, 2019 458 $ 56.38 7.0 $ 12,641 Exercisable, December 31, 2019 272 $ 46.37 5.8 $ 10,223 |
Stock Options, Valuation Assumptions | The weighted-average assumptions used to estimate the fair value of stock options granted and the resulting weighted average fair value are as follows: Year Ended December 31, 2019 2018 2017 Expected volatility 31.7 % 30.5 % 32.5 % Risk-free interest rate 1.7 % 2.8 % 2.0 % Expected term (years) 6.1 6.1 5.5 |
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, 2017 701 Granted 273 $ 50.95 Released (372) $ 14,219 Forfeited (46) Outstanding, December 31, 2017 556 $ 47.68 Converted upon acquisition 579 $ 69.40 Granted 387 $ 57.48 Released (593) $ 32,567 Forfeited (112) Outstanding, December 31, 2018 817 $ 59.70 Granted 404 $ 62.97 Released (471) $ 62.28 $ 29,304 Forfeited (66) $ 66.12 Outstanding, December 31, 2019 684 $ 64.38 Vested but not released, December 31, 2019 72 $ 6,037 |
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, 2019 2018 2017 Expected volatility 31.4 % 28.0 % 28.0 % Risk-free interest rate 2.5 % 2.2 % 1.0 % Expected term (years) 1.6 2.1 1.7 Weighted average grant date fair value $ 61.25 $ 78.56 $ 77.75 |
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, 2017 62 Granted 32 $ 65.55 Released (20) $ 1,310 Forfeited (11) Outstanding, December 31, 2017 63 Outstanding, January 1, 2018 63 Converted upon acquisition 21 Granted 41 $ 66.67 Released (35) $ 2,409 Forfeited (7) Outstanding, December 31, 2018 83 Outstanding, January 1, 2019 83 $ 61.80 Granted 55 $ 60.49 Released (42) $ 57.13 $ 2,625 Forfeited (7) $ 66.09 Outstanding, December 31, 2019 89 $ 62.85 |
Defined Contribution, Bonus, an
Defined Contribution, Bonus, and Profit Sharing (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Defined Contribution, Bonus, and Profit Sharing [Abstract] | |
Schedule of Costs of Retirement Plans | The expense for our defined contribution plans was as follows: Year Ended December 31, In thousands 2019 2018 2017 Defined contribution plans expense $ 17,882 $ 11,593 $ 11,709 |
Schedule of Bonus and Profit Sharing Expenses | Bonus and profit sharing plans and award expense was as follows: Year Ended December 31, In thousands 2019 2018 2017 Bonus and profit sharing plans expense $ 48,435 $ 15,466 $ 40,005 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
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 2019 2018 2017 Current: Federal $ 4,859 $ (7,695) $ 7,679 State and local 2,179 (362) 3,841 Foreign 13,771 14,618 12,139 Total current 20,809 6,561 23,659 Deferred: Federal 2,334 (17,463) 40,340 State and local (1,846) (4,492) (1,144) Foreign (6,033) (22,906) 3,480 Total deferred (5,545) (44,861) 42,676 Change in valuation allowance 5,353 25,730 7,991 Total provision (benefit) for income taxes $ 20,617 $ (12,570) $ 74,326 |
Income Tax Rate Reconciliation | A reconciliation of income taxes at the U.S. federal statutory rate of 21% for 2019 and 2018 and 35% for 2017 to the consolidated actual tax rate is as follows: Year Ended December 31, In thousands 2019 2018 2017 Income (loss) before income taxes Domestic $ 57,261 $ (50,463) $ 220,342 Foreign 15,771 (58,688) (85,767) Total income before income taxes $ 73,032 $ (109,151) $ 134,575 Expected federal income tax provision $ 15,337 $ (22,922) $ 47,101 Change in valuation allowance 5,353 25,730 7,991 Stock-based compensation (2,130) (104) (1,225) Foreign earnings (15,610) (15,799) (22,045) Tax credits (8,794) (10,502) (777) Uncertain tax positions, including interest and penalties 13,060 7,727 (7,637) Change in tax rates 4,999 335 41,125 State income tax provision (benefit), net of federal effect 2,805 (4,524) 4,986 U.S. tax provision on foreign earnings 129 25 33 Domestic production activities deduction — — (2,534) Local foreign taxes 1,471 2,540 2,324 Transaction costs — 974 2,643 Other, net 3,997 3,950 2,341 Total provision (benefit) from income taxes $ 20,617 $ (12,570) $ 74,326 |
Deferred Tax Assets and Liabilities | Deferred tax assets and liabilities consist of the following: December 31, In thousands 2019 2018 Deferred tax assets Loss carryforwards (1) $ 343,614 $ 370,120 Tax credits (2) 98,098 94,359 Accrued expenses 46,846 43,213 Pension plan benefits expense 17,310 18,086 Warranty reserves 12,961 13,470 Depreciation and amortization 6,112 5,709 Equity compensation 4,685 5,390 Inventory valuation 1,069 1,415 Deferred revenue 8,951 9,062 Leases 13,876 — Other deferred tax assets, net 9,777 11,319 Total deferred tax assets 563,299 572,143 Valuation allowance (320,649) (323,822) Total deferred tax assets, net of valuation allowance 242,650 248,321 Deferred tax liabilities Depreciation and amortization (161,044) (178,358) Leases (12,976) — Other deferred tax liabilities, net (6,540) (6,676) Total deferred tax liabilities (180,560) (185,034) Net deferred tax assets $ 62,090 $ 63,287 (1) For tax return purposes at December 31, 2019, we had U.S. federal loss carryforwards of $187.5 million, which begin to expire in the year 2020. At December 31, 2019, we have net operating loss carryforwards in Luxembourg of $992.7 million, 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, 2019, there was a valuation allowance of $320.6 million primarily associated with foreign loss carryforwards and foreign tax credit carryforwards (discussed below). |
Summary of Valuation Allowance | Changes in the valuation allowance for deferred tax assets are summarized as follows: Year Ended December 31, In thousands 2019 2018 2017 Balance at beginning of period $ 323,822 $ 285,784 $ 249,560 Other adjustments (8,526) 12,308 28,233 Additions charged to costs and expenses 5,353 25,730 7,991 Balance at end of period, noncurrent $ 320,649 $ 323,822 $ 285,784 |
Unrecognized Tax Benefits Related To Uncertain Tax Positions | A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows: In thousands Total Unrecognized tax benefits at January 1, 2017 $ 57,626 Gross increase to positions in prior years 3,367 Gross decrease to positions in prior years (5,559) Gross increases to current period tax positions 6,453 Audit settlements (5,169) Decrease related to lapsing of statute of limitations (3,445) Effect of change in exchange rates 3,429 Unrecognized tax benefits at December 31, 2017 $ 56,702 Gross increase to positions in prior years 22,943 Gross decrease to positions in prior years (24,949) Gross increases to current period tax positions 63,869 Audit settlements (2,977) Decrease related to lapsing of statute of limitations (1,368) Effect of change in exchange rates (1,662) Unrecognized tax benefits at December 31, 2018 $ 112,558 Gross increase to positions in prior years 1,067 Gross decrease to positions in prior years (3,296) Gross increases to current period tax positions 13,762 Audit settlements — Decrease related to lapsing of statute of limitations (1,574) Effect of change in exchange rates (802) Unrecognized tax benefits at December 31, 2019 $ 121,715 At December 31, In thousands 2019 2018 2017 The amount of unrecognized tax benefits that, if recognized, would affect our effective tax rate $ 120,410 $ 111,224 $ 55,312 Year Ended December 31, In thousands 2019 2018 2017 Net interest and penalties expense (benefit) $ 708 $ (990) $ (543) At December 31, In thousands 2019 2018 Accrued interest $ 2,849 $ 2,127 Accrued penalties 1,681 1,758 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 2001 France Subsequent to 2012 Germany Subsequent to 2013 Brazil Subsequent to 2013 United Kingdom Subsequent to 2015 Italy Subsequent to 2014 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Line of Credit Facilities | Our available lines of credit, outstanding standby LOCs, and bonds are as follows: At December 31, In thousands 2019 2018 2018 credit facility Multicurrency revolving line of credit $ 500,000 $ 500,000 Long-term borrowings — — Standby LOCs issued and outstanding (41,072) (40,983) Net available for additional borrowings under the multi-currency revolving line of credit $ 458,928 $ 459,017 Net available for additional standby LOCs under sub-facility $ 258,928 $ 259,017 Unsecured multicurrency revolving lines of credit with various financial institutions Multicurrency revolving line of credit $ 107,206 $ 108,039 Standby LOCs issued and outstanding (25,100) (19,386) Short-term borrowings (173) (2,232) Net available for additional borrowings and LOCs $ 81,933 $ 86,421 Unsecured surety bonds in force $ 136,004 $ 94,365 |
Schedule of Warranty Accruals | A summary of the warranty accrual account activity is as follows: Year Ended December 31, In thousands 2019 2018 2017 Beginning balance $ 60,443 $ 34,862 $ 43,302 Assumed liabilities from acquisition — 12,946 — New product warranties 5,202 3,772 7,849 Other adjustments and expirations, net 15,695 22,741 (393) Claims activity (27,916) (12,753) (18,094) Effect of change in exchange rates (183) (1,125) 2,198 Ending balance 53,241 60,443 34,862 Less: current portion of warranty 38,509 47,205 21,150 Long-term warranty $ 14,732 $ 13,238 $ 13,712 |
Warranty Expense | Warranty expense was as follows: Year Ended December 31, In thousands 2019 2018 2017 Total warranty expense (benefit) $ 17,975 $ 26,513 $ (2,054) |
Health Benefit Plan Costs and Incurred But Not Reported Accrual Balance | Plan costs were as follows: Year Ended December 31, In thousands 2019 2018 2017 Plan costs $ 33,611 $ 41,543 $ 30,521 IBNR accrual, which is included in wages and benefits payable, was as follows: At December 31, In thousands 2019 2018 IBNR accrual $ 3,171 $ 3,643 |
Restructuring (Tables)
Restructuring (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Restructuring Project [Line Items] | |
Schedule of Restructuring Reserve by Type of Cost | The following table summarizes the activity within the restructuring related balance sheet accounts for the 2018 and 2016 Projects during the year ended December 31, 2019: In thousands Accrued Employee Severance Asset Impairments & Net Gain on Sale or Disposal Other Accrued Costs Total Beginning balance, January 1, 2019 $ 72,152 $ — $ 3,416 $ 75,568 Costs charged to expense (608) (1,785) 8,671 6,278 Cash (payments) receipts (16,482) 5,500 (9,733) (20,715) Net assets disposed and impaired — (3,715) — (3,715) Effect of change in exchange rates (1,321) — 12 (1,309) Ending balance, December 31, 2019 $ 53,741 $ — $ 2,366 $ 56,107 |
2018 Projects [Member] | |
Restructuring Project [Line Items] | |
Restructuring and Related Costs | The total expected restructuring costs, the recognized restructuring costs, and the remaining expected restructuring costs related to the 2018 Projects are as follows: In thousands Total Expected Costs at December 31, 2019 Costs Recognized in Prior Periods Costs Recognized During the Year Ended December 31, 2019 Expected Remaining Costs to be Recognized at December 31, 2019 Employee severance costs $ 72,133 $ 73,778 $ (1,645) $ — Asset impairments & net loss on sale or disposal 3,842 117 3,725 — Other restructuring costs 24,910 4,228 7,192 13,490 Total $ 100,885 $ 78,123 $ 9,272 $ 13,490 |
2016 Projects [Member] | |
Restructuring Project [Line Items] | |
Restructuring and Related Costs | The total expected restructuring costs, the recognized restructuring costs, and the remaining expected restructuring costs related to the 2016 Projects are as follows: In thousands Total Expected Costs at December 31, 2019 Costs Recognized in Prior Periods Costs Recognized During the Year Ended Expected Remaining Costs to be Recognized at December 31, 2019 Employee severance costs $ 36,882 $ 35,845 $ 1,037 $ — Asset impairments & net loss (gain) on sale or disposal 154 5,664 (5,510) — Other restructuring costs 13,942 11,763 1,479 700 Total $ 50,978 $ 53,272 $ (2,994) $ 700 |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
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, 2017 $ (182,986) $ 43 $ (14,380) $ (32,004) $ (229,327) OCI before reclassifications 53,854 360 — 2,354 56,568 Amounts reclassified from AOCI 484 563 — 1,234 2,281 Total other comprehensive income (loss) 54,338 923 — 3,588 58,849 Balances at December 31, 2017 $ (128,648) $ 966 $ (14,380) $ (28,416) $ (170,478) OCI before reclassifications (28,841) 2,586 — 1,653 (24,602) Amounts reclassified from AOCI — (2,351) — 1,126 (1,225) Total other comprehensive income (loss) (28,841) 235 — 2,779 (25,827) Balances at December 31, 2018 $ (157,489) $ 1,201 $ (14,380) $ (25,637) $ (196,305) OCI before reclassifications (2,953) 4,061 — 1,909 3,017 Amounts reclassified from AOCI 2,443 (5,985) — (7,842) (11,384) Total other comprehensive income (loss) (510) (1,924) — (5,933) (8,367) Balances at December 31, 2019 $ (157,999) $ (723) $ (14,380) $ (31,570) $ (204,672) |
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 during the reporting periods were as follows: Year Ended December 31, In thousands 2019 2018 2017 Before-tax amount Foreign currency translation adjustment $ (2,581) $ (29,130) $ 54,218 Foreign currency translation adjustment reclassified to net income on disposal 2,443 — 484 Net unrealized gain (loss) on derivative instruments, designated as cash flow hedges 4,063 2,908 585 Net hedging (gain) loss reclassified to net income (6,605) (2,507) 916 Net unrealized gain (loss) on defined benefit plans 1,966 2,343 3,401 Net defined benefit plan loss reclassified to net income (8,076) 1,596 1,782 Total other comprehensive income (loss), before tax (8,790) (24,790) 61,386 Tax (provision) benefit Foreign currency translation adjustment (372) 289 (364) Net unrealized gain (loss) on derivative instruments, designated as cash flow hedges (2) (322) (225) Net hedging (gain) loss reclassified to net income 620 156 (353) Net unrealized gain (loss) on defined benefit plans (57) (690) (1,047) Net defined benefit plan loss reclassified to net income 234 (470) (548) Total other comprehensive income (loss) tax (provision) benefit 423 (1,037) (2,537) Net-of-tax amount Foreign currency translation adjustment (2,953) (28,841) 53,854 Foreign currency translation adjustment reclassified to net income on disposal 2,443 — 484 Net unrealized gain (loss) on derivative instruments, designated as cash flow hedges 4,061 2,586 360 Net hedging (gain) loss reclassified to net income (5,985) (2,351) 563 Net unrealized gain (loss) on defined benefit plans 1,909 1,653 2,354 Net defined benefit plan loss reclassified to net income (7,842) 1,126 1,234 Total other comprehensive income (loss), net of tax $ (8,367) $ (25,827) $ 58,849 |
Fair Values of Financial Inst_2
Fair Values of Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Values Of Financial Instruments by Balance Sheet Grouping | The fair values at December 31, 2019 and 2018 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, 2019 December 31, 2018 In thousands Carrying Amount Fair Value Carrying Amount Fair Value Assets Cash and cash equivalents $ 149,904 $ 149,904 $ 120,221 $ 120,221 Restricted cash — — 2,107 2,107 Foreign exchange forwards 96 96 157 157 Interest rate swaps 174 174 2,612 2,612 Interest rate caps 1 1 786 786 Cross currency swaps 4,026 4,026 2,970 2,970 Liabilities Credit facility USD denominated term loan $ 546,495 $ 550,135 $ 632,954 $ 630,971 Multicurrency revolving line of credit — — — — Senior notes 385,987 416,500 383,669 368,000 Foreign exchange forwards 162 162 337 337 |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Segment Reporting [Abstract] | |
Revenues Gross Profit And Operating Income By Segment | Revenues, gross profit, and operating income associated with our segments were as follows: Year Ended December 31, In thousands 2019 2018 2017 Product revenues Device Solutions $ 847,580 $ 916,809 $ 866,028 Networked Solutions 1,322,382 1,133,919 881,042 Outcomes 50,433 44,730 66,855 Total Company $ 2,220,395 $ 2,095,458 $ 1,813,925 Service revenues Device Solutions $ 11,301 $ 16,556 $ 16,868 Networked Solutions 94,872 90,225 66,342 Outcomes 175,902 173,878 121,062 Total Company $ 282,075 $ 280,659 $ 204,272 Total revenues Device Solutions $ 858,881 $ 933,365 $ 882,896 Networked Solutions 1,417,254 1,224,144 947,384 Outcomes 226,335 218,608 187,917 Total Company $ 2,502,470 $ 2,376,117 $ 2,018,197 Gross profit Device Solutions $ 152,562 $ 187,254 $ 216,631 Networked Solutions 518,749 482,471 412,375 Outcomes 81,008 60,594 47,745 Total Company $ 752,319 $ 730,319 $ 676,751 Operating income Device Solutions $ 97,753 $ 130,988 $ 159,641 Networked Solutions 397,325 360,779 322,367 Outcomes 43,803 16,634 4,915 Corporate unallocated (406,198) (558,093) (332,046) Total Company 132,683 (49,692) 154,877 Total other income (expense) (59,651) (59,459) (20,302) Income (loss) before income taxes $ 73,032 $ (109,151) $ 134,575 |
Revenues By Region | Revenues by region were as follows: Year Ended December 31, In thousands 2019 2018 2017 United States and Canada $ 1,629,742 $ 1,442,792 $ 1,137,508 Europe, Middle East, and Africa (EMEA) 663,851 733,732 672,942 Latin America and Asia Pacific 208,877 199,593 207,747 Total Company $ 2,502,470 $ 2,376,117 $ 2,018,197 |
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: At December 31, In thousands 2019 2018 United States $ 99,615 $ 93,034 Outside United States 133,613 133,517 Total Company $ 233,228 $ 226,551 |
Depreciation And Amortization Expense Associated With Segments | Depreciation expense is allocated to the operating segments based upon each segments use of the assets. All amortization expense is included in Corporate unallocated. Depreciation and amortization of intangible assets expense associated with our operating segments was as follows: Year Ended December 31, In thousands 2019 2018 2017 Device Solutions $ 25,542 $ 25,022 $ 25,757 Networked Solutions 13,004 12,671 7,758 Outcomes 5,363 6,572 3,826 Corporate unallocated 70,491 78,232 25,874 Total Company $ 114,400 $ 122,497 $ 63,215 |
Business Combinations (Tables)
Business Combinations (Tables) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Business Acquisition [Line Items] | ||
Schedule of Business Acquisitions, by Acquisition | The following reflects our allocation of purchase price: Fair Value Weighted Average Useful Life In thousands Years Current Assets $ 88,395 Property, plant, and equipment 27,670 6 Other long-term assets 1,873 Identifiable intangible assets Core-developed technology 81,900 5 Customer contracts and relationships 134,000 10 Trademark and trade names 10,800 3 Total identified intangible assets subject to amortization 226,700 8 In-process research and development (IPR&D) 14,400 Total identified intangible assets 241,100 Goodwill 569,772 Current liabilities (93,129) Customer contracts and relationships (23,900) 5 Long-term liabilities (2,565) Total net assets acquired $ 809,216 | |
Business Acquisition, Pro Forma Information | The following supplemental pro forma results (unaudited) are based on the individual historical results of Itron and SSNI, with adjustments to give effect to the combined operations as if the acquisition had been consummated on January 1, 2017. Year Ended December 31, In thousands 2018 2017 Revenues $ 2,376,117 $ 2,591,211 Net income (loss) (84,602) 27,289 | |
SIlver Spring Networks, Inc. [Member] | ||
Business Acquisition [Line Items] | ||
Schedule Of Revenues and Earnings Attributable to an Acquired Business | The following table presents the revenues and net loss from SSNI operations that are included in our Consolidated Statements of Operations: In thousands January 5, 2018 - December 31, 2018 Revenues $ 352,996 Net income (loss) (54,409) |
Revenues (Tables)
Revenues (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
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, 2019 $ 102,130 Revenues recognized from beginning contract liability (57,371) Increases due to amounts collected or due 328,557 Revenues recognized from current period increases (282,322) Other (2,779) Ending balance, December 31, 2019 $ 88,215 |
Leases (Tables)
Leases (Tables) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Leases [Abstract] | ||
Lease, Cost | The components of operating lease expense are as follows: In thousands Year Ended Operating lease cost $ 23,221 Variable lease cost 2,103 Total operating lease cost $ 25,324 Supplemental cash flow information related to operating leases is as follows: In thousands Year Ended Cash paid for amounts included in the measurement of operating lease liabilities $ 19,899 Right-of-use assets obtained in exchange for operating lease liabilities 23,511 | |
Assets And Liabilities, Leases | Supplemental balance sheet information related to operating leases is as follows: In thousands December 31, 2019 Operating lease right-of-use assets, net $ 79,773 Other current liabilities 17,049 Operating lease liabilities 68,919 Total operating lease liability $ 85,968 Weighted average remaining lease term - Operating leases 5.9 years Weighted average discount rate - Operating leases 4.9 % | |
Lessee, Operating Lease, Liability, Maturity | Remaining maturities of operating lease liabilities as of December 31, 2019 are as follows: In thousands December 31, 2019 2020 $ 19,747 2021 16,740 2022 14,351 2023 13,700 2024 12,170 Thereafter 22,572 Total lease payments 99,280 Less: imputed interest (13,312) Total operating lease liability $ 85,968 | |
Schedule of Future Minimum Rental Payments for Operating Leases | The future obligations under operating leases in effect as of December 31, 2018 as determined prior to adoption of ASC 842 were as follows: In thousands December 31, 2018 Less than 1 year $ 17,456 1-3 years 26,241 3-5 years 19,659 Beyond 5 years 26,703 Total operating lease liability $ 90,059 | |
Schedule of Rent Expense | Operating lease rental expense for factories, service and distribution locations, office, and equipment prior to adoption of ASC 842 was as follows: In thousands Year Ended December 31, 2018 2017 Rental expense $ 24,453 $ 14,824 |
Quarterly Results (Unaudited) (
Quarterly Results (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Quarterly Financial Information [Table Text Block] | In thousands, except per share data First Quarter Second Quarter Third Quarter Fourth Quarter Total Year 2019 Consolidated Statements of Operations data: Revenues $ 614,576 $ 635,037 $ 624,474 $ 628,383 $ 2,502,470 Gross profit 187,263 191,214 196,404 177,438 752,319 Net income (loss) attributable to Itron, Inc. (1,907) 19,446 16,847 14,620 49,006 Earnings (loss) per common share - Basic (1) $ (0.05) $ 0.49 $ 0.43 $ 0.37 $ 1.24 Earnings (loss) per common share - Diluted (1) $ (0.05) $ 0.49 $ 0.42 $ 0.36 $ 1.23 In thousands, except per share data First Quarter Second Quarter Third Quarter Fourth Quarter Total Year 2018 Consolidated Statements of Operations data: Revenues $ 607,221 $ 585,890 $ 595,962 $ 587,044 $ 2,376,117 Gross profit 179,855 176,577 197,097 176,790 730,319 Net income (loss) attributable to Itron, Inc. (145,666) 2,657 19,882 23,877 (99,250) Earnings (loss) per common share - Basic (1) $ (3.74) $ 0.07 $ 0.51 $ 0.61 $ (2.53) Earnings (loss) per common share - Diluted (1) $ (3.74) $ 0.07 $ 0.50 $ 0.60 $ (2.53) (1) The sum of the quarterly EPS data presented in the table may not equal the annual results due to rounding and the impact of dilutive securities on the annual versus the quarterly EPS calculations. |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Basis of Consolidation Policy Additional Information (Details) | 12 Months Ended |
Dec. 31, 2019 | |
Maximum [Member] | |
Basis of Consolidation [Abstract] | |
Ownership interest to use equity method | 50.00% |
Ownership interest to use cost method | 20.00% |
Minimum [Member] | |
Basis of Consolidation [Abstract] | |
Ownership interest to be held for consolidation | 50.00% |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Cash, Cash Equivalents, and Restricted Cash (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Accounting Policies [Abstract] | ||||
Cash and cash equivalents | $ 149,904 | $ 120,221 | $ 176,274 | |
Restricted cash included in other current assets | 0 | 51 | 51 | |
Restricted cash | 0 | 2,056 | 311,010 | |
Total cash, cash equivalents, and restricted cash | $ 149,904 | $ 122,328 | $ 487,335 | $ 133,565 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Property, Plant, and Equipment Policy Additional Information (Details) | Jan. 05, 2018 | Dec. 31, 2019 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, useful life | 6 years | |
Building and Building Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, useful life | 30 years | |
Minimum [Member] | Machinery and Equipment, Computers and Software, and Furniture [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, useful life | 3 years | |
Maximum [Member] | 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) | 12 Months Ended |
Dec. 31, 2019 | |
Minimum [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-lived intangible asset, useful life | 3 years |
Maximum [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-lived intangible asset, useful life | 10 years |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Restructuring (Details) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Remaining service period of terminated employees | 60 days |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Revenue Recognition Policy Additional Information (Details) | 12 Months Ended |
Dec. 31, 2019 | |
Minimum [Member] | |
Deferred Revenue Arrangement [Line Items] | |
Payment terms | 30 days |
Maximum [Member] | |
Deferred Revenue Arrangement [Line Items] | |
Payment terms | 90 days |
Summary of Significant Accou_10
Summary of Significant Accounting Policies - Stock-Based Compensation (Details) | 12 Months Ended |
Dec. 31, 2019 | |
Share-based Payment Arrangement, Option [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Award vesting rights | Options generally become exercisable in three equal annual installments beginning one year from the date of grant |
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 | 10.00% |
Discount from market price, purchase date | 5.00% |
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 |
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 | 3 Months Ended | 12 Months Ended | |||||||||||||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |||||||||||
Earnings Per Share [Abstract] | |||||||||||||||||||||
Net income (loss) available to common shareholders | $ 14,620 | $ 16,847 | $ 19,446 | $ (1,907) | $ 23,877 | $ 19,882 | $ 2,657 | $ (145,666) | $ 49,006 | $ (99,250) | $ 57,298 | ||||||||||
Weighted average common shares outstanding - Basic (in shares) | 39,556 | 39,244 | 38,655 | ||||||||||||||||||
Dilutive effect of stock-based awards (in shares) | 424 | 0 | 732 | ||||||||||||||||||
Weighted average common shares outstanding - Diluted (in shares) | 39,980 | 39,244 | 39,387 | ||||||||||||||||||
Earnings (loss) per common share - Basic (in dollars per share) | $ 0.37 | [1] | $ 0.43 | [1] | $ 0.49 | [1] | $ (0.05) | [1] | $ 0.61 | [1] | $ 0.51 | [1] | $ 0.07 | [1] | $ (3.74) | [1] | $ 1.24 | [1] | $ (2.53) | [1] | $ 1.48 |
Earnings (loss) per common share - Diluted (in dollars per share) | $ 0.36 | [1] | $ 0.42 | [1] | $ 0.49 | [1] | $ (0.05) | [1] | $ 0.60 | [1] | $ 0.50 | [1] | $ 0.07 | [1] | $ (3.74) | [1] | $ 1.23 | [1] | $ (2.53) | [1] | $ 1.45 |
[1] | The sum of the quarterly EPS data presented in the table may not equal the annual results due to rounding and the impact of dilutive securities on the annual versus the quarterly EPS calculations. |
Earnings Per Share - Stock-base
Earnings Per Share - Stock-based Awards (Details) - shares shares in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Earnings Per Share [Abstract] | |||
Stock-based awards excluded from diluted EPS calculation (antidilutive) (in shares) | 0.4 | 1.1 | 0.2 |
Certain Balance Sheet Compone_3
Certain Balance Sheet Components - Accounts Receivable, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Balance Sheet Related Disclosures [Abstract] | ||
Trade receivables (net of allowance of $3,064 and $6,331) | $ 415,887 | $ 416,503 |
Unbilled receivables | 57,038 | 20,658 |
Total accounts receivable, net | $ 472,925 | $ 437,161 |
Certain Balance Sheet Compone_4
Certain Balance Sheet Components - Accounts Receivable Allowance (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Balance Sheet Related Disclosures [Abstract] | ||
Allowance | $ 3,064 | $ 6,331 |
Certain Balance Sheet Compone_5
Certain Balance Sheet Components - Summary of the Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Beginning balance | $ 6,331 | $ 3,957 | $ 3,320 |
Provision for (release of) doubtful accounts, net | (1,511) | 3,874 | 1,656 |
Accounts written-off | (1,749) | (1,281) | (1,351) |
Effect of change in exchange rates | (7) | (219) | 332 |
Ending balance | $ 3,064 | $ 6,331 | $ 3,957 |
Certain Balance Sheet Compone_6
Certain Balance Sheet Components - Inventories (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Balance Sheet Related Disclosures [Abstract] | ||
Raw materials | $ 120,861 | $ 133,398 |
Work in process | 11,105 | 9,744 |
Finished goods | 95,930 | 77,532 |
Total inventories | $ 227,896 | $ 220,674 |
Certain Balance Sheet Compone_7
Certain Balance Sheet Components - Property, Plant, and Equipment, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Balance Sheet Related Disclosures [Abstract] | ||
Machinery and equipment | $ 323,003 | $ 315,974 |
Computers and software | 109,924 | 104,290 |
Buildings, furniture, and improvements | 149,471 | 146,071 |
Land | 14,988 | 14,980 |
Construction in progress, including purchased equipment | 54,490 | 49,682 |
Total cost | 651,876 | 630,997 |
Accumulated depreciation | (418,648) | (404,446) |
Property, plant, and equipment, net | $ 233,228 | $ 226,551 |
Certain Balance Sheet Compone_8
Certain Balance Sheet Components - Depreciation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Balance Sheet Related Disclosures [Abstract] | |||
Depreciation expense | $ 50,114 | $ 50,784 | $ 42,430 |
Intangible Assets and Liabili_2
Intangible Assets and Liabilities - Gross Carrying Amount and Accumulated Amortization (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Finite-Lived Intangible Assets [Line Items] | |||
Finite-lived intangible assets, gross | $ 979,814 | $ 981,160 | $ 769,851 |
Intangible assets, gross (excluding goodwill) | 979,814 | 981,160 | |
Accumulated amortization | (794,717) | (723,577) | |
Finite-lived intangible assets, Net | 185,097 | 257,583 | |
Intangible assets, net | 185,097 | 257,583 | |
Finite-lived intangible liabilities, gross | (23,900) | (23,900) | 0 |
Finite-lived intangible liabilities, accumulated accretion | 13,450 | 5,217 | |
Finite-lived intangible liabilities, net | (10,450) | (18,683) | |
Amortization of intangible assets | 64,286 | 71,713 | $ 20,785 |
Core-developed technology [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-lived intangible assets, gross | 507,669 | 507,100 | |
Accumulated amortization | (458,109) | (429,955) | |
Finite-lived intangible assets, Net | 49,560 | 77,145 | |
Customer contracts and relationships [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-lived intangible assets, gross | 381,288 | 379,614 | |
Accumulated amortization | (251,509) | (212,538) | |
Finite-lived intangible assets, Net | 129,779 | 167,076 | |
Trademarks and Trade Names [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-lived intangible assets, gross | 78,837 | 78,746 | |
Accumulated amortization | (73,732) | (69,879) | |
Finite-lived intangible assets, Net | 5,105 | 8,867 | |
Other [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-lived intangible assets, gross | 12,020 | 12,600 | |
Accumulated amortization | (11,367) | (11,205) | |
Finite-lived intangible assets, Net | 653 | 1,395 | |
Finite-Lived Intangible Assets [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-lived intangible assets, gross | 979,814 | 978,060 | |
Accumulated amortization | (794,717) | (723,577) | |
Finite-lived intangible assets, Net | 185,097 | 254,483 | |
In Process Research and Development [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Indefinite-lived intangible assets (excluding goodwill) | $ 0 | $ 3,100 |
Intangible Assets and Liabili_3
Intangible Assets and Liabilities - Summary of Intangible Asset Account Activity (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |||
Beginning balance, Finite-lived intangible assets, gross | $ 981,160 | $ 769,851 | |
Intangible assets acquired | 0 | 242,039 | |
Effect of change in exchange rates | (1,346) | (30,730) | |
Ending balance, Finite-lived intangible assets, gross | 979,814 | 981,160 | |
Finite-lived intangible liabilities, gross | (23,900) | (23,900) | $ 0 |
Customer contracts and relationships | 0 | (23,900) | |
Effect of change in exchange rates | 0 | 0 | |
Intangible assets, gross (excluding goodwill) | $ 979,814 | $ 981,160 |
Intangible Assets and Liabili_4
Intangible Assets and Liabilities - Amortization Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |||
Amortization of intangible assets | $ 64,286 | $ 71,713 | $ 20,785 |
Intangible Assets and Liabili_5
Intangible Assets and Liabilities - Estimated Future Annual Amortization Expense (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||
2020 Amortization | $ 53,028 | |
2020 Accretion | (8,028) | |
2020 Amortization, net | 45,000 | |
2021 Amortization | 37,705 | |
2021 Accretion | (1,963) | |
2021 Amortization, net | 35,742 | |
2022 Amortization | 27,346 | |
2022 Accretion | (459) | |
2022 Amortization, net | 26,887 | |
2023 Amortization | 19,785 | |
2023 Accretion | 0 | |
2023 Amortization, net | 19,785 | |
2024 Amortization | 15,612 | |
2024 Accretion | 0 | |
2024 Amortization, net | 15,612 | |
Beyond 2024 Amortization | 31,621 | |
Beyond 2024 Accretion | 0 | |
Beyond 2024 Amortization, net | 31,621 | |
Total intangible assets subject to amortization | 185,097 | $ 257,583 |
Finite-lived intangible liabilities, net | (10,450) | $ (18,683) |
Finite-lived intangible assets (liabilities), net | $ 174,647 |
Intangible Assets and Liabili_6
Intangible Assets and Liabilities - Intangible Assets Narrative (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2019 | Jan. 05, 2018 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||
Percentage of voting interests acquired | 100.00% | |
In process research and development completed | $ 3,100 |
Goodwill - Schedule of Goodwill
Goodwill - Schedule of Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Goodwill [Roll Forward] | ||
Goodwill beginning balance | $ 1,116,533 | $ 555,762 |
Goodwill acquired | (5,978) | 575,750 |
Effect of change in exchange rates | (6,648) | (14,979) |
Goodwill ending balance | $ 1,103,907 | $ 1,116,533 |
Goodwill - Goodwill Narrative (
Goodwill - Goodwill Narrative (Details) - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Goodwill, Impaired, Accumulated Impairment Loss | $ 676.5 | $ 676.5 |
Goodwill - Schedule of Goodwi_2
Goodwill - Schedule of Goodwill Allocated to Reporting Segments (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Goodwill [Line Items] | ||
Goodwill acquired | $ (5,978) | $ 575,750 |
Goodwill [Roll Forward] | ||
Goodwill beginning balance | 1,116,533 | 555,762 |
Effect of change in exchange rates | (6,648) | (14,979) |
Goodwill ending balance | 1,103,907 | 1,116,533 |
Device Solutions [Member] | ||
Goodwill [Line Items] | ||
Goodwill acquired | 0 | 0 |
Goodwill [Roll Forward] | ||
Goodwill beginning balance | 55,259 | 56,195 |
Effect of change in exchange rates | (329) | (936) |
Goodwill ending balance | 54,930 | 55,259 |
Networked Solutions Segment [Member] | ||
Goodwill [Line Items] | ||
Goodwill acquired | (4,938) | 475,570 |
Goodwill [Roll Forward] | ||
Goodwill beginning balance | 918,495 | 455,382 |
Effect of change in exchange rates | (5,469) | (12,457) |
Goodwill ending balance | 908,088 | 918,495 |
Outcomes Segment [Member] | ||
Goodwill [Line Items] | ||
Goodwill acquired | (1,040) | 100,180 |
Goodwill [Roll Forward] | ||
Goodwill beginning balance | 142,779 | 44,185 |
Effect of change in exchange rates | (850) | (1,586) |
Goodwill ending balance | $ 140,889 | $ 142,779 |
Debt - Schedule of Debt (Detail
Debt - Schedule of Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | Jan. 19, 2018 | Dec. 22, 2017 |
Debt Instrument [Line Items] | ||||
Notes payable | $ 100,000 | $ 300,000 | ||
Total debt | $ 950,156 | |||
Current portion of debt | 0 | $ 28,438 | ||
Long-term debt, net | 932,482 | 988,185 | ||
USD Denominated Term Loan [Member] | ||||
Debt Instrument [Line Items] | ||||
Loans payable to bank | 550,156 | 637,813 | ||
Debt issuance costs, noncurrent, net | 3,661 | 4,859 | ||
Line of Credit [Member] | ||||
Debt Instrument [Line Items] | ||||
Long-term line of credit | 0 | 0 | ||
Senior Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Notes payable | 400,000 | 400,000 | ||
Debt issuance costs, noncurrent, net | 14,013 | 16,331 | ||
Secured Debt [Member] | ||||
Debt Instrument [Line Items] | ||||
Total debt | 950,156 | 1,037,813 | ||
Current portion of debt | 0 | 28,438 | ||
Long-term debt, net | $ 932,482 | $ 988,185 |
Debt - Schedule of Long-Term De
Debt - Schedule of Long-Term Debt Maturities (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Long-term Debt, Fiscal Year Maturity [Abstract] | |
2020 | $ 0 |
2021 | 32,422 |
2022 | 44,063 |
2023 | 44,063 |
2024 | 429,608 |
Thereafter | 400,000 |
Total minimum payments on debt | $ 950,156 |
Debt - Credit Facility Addition
Debt - Credit Facility Additional Information (Details) - USD ($) | 12 Months Ended | ||||
Dec. 31, 2019 | Dec. 31, 2018 | Jan. 19, 2018 | Jan. 05, 2018 | Dec. 22, 2017 | |
Debt Instrument [Line Items] | |||||
Debt instrument, face amount | $ 1,200,000,000 | ||||
Line of credit facility, maximum borrowing capacity | 500,000,000 | ||||
Senior notes | $ 100,000,000 | $ 300,000,000 | |||
Standby Letters of Credit [Member] | |||||
Debt Instrument [Line Items] | |||||
Line of credit facility, maximum borrowing capacity | 300,000,000 | ||||
Letters of credit outstanding, amount | $ 41,100,000 | ||||
Revolving Credit Facility [Member] | |||||
Debt Instrument [Line Items] | |||||
Line of credit facility, maximum borrowing capacity | 50,000,000 | ||||
Multicurrency revolving line of credit | 0 | ||||
USD Denominated Term Loan [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, face amount | $ 650,000,000 | ||||
Line of Credit [Member] | |||||
Debt Instrument [Line Items] | |||||
Multicurrency revolving line of credit | 0 | $ 0 | |||
Line of credit facility, remaining borrowing capacity | $ 458,928,000 | 459,017,000 | |||
Secured Debt [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, collateral | 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, including a pledge of their related assets. 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. | ||||
Minimum [Member] | |||||
Debt Instrument [Line Items] | |||||
Line of credit facility, unused capacity, commitment fee percentage | 0.15% | ||||
Debt instrument, interest rate at period end | 1.00% | ||||
Debt instrument, basis spread on variable rate | 0.00% | ||||
Maximum [Member] | |||||
Debt Instrument [Line Items] | |||||
Line of credit facility, unused capacity, commitment fee percentage | 0.25% | ||||
Debt instrument, interest rate at period end | 1.75% | ||||
London Interbank Offered Rate (LIBOR) [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, interest rate at period end | 3.30% | ||||
Debt instrument, description of variable rate basis | the LIBOR rate | ||||
Debt instrument, basis spread on variable rate | 1.50% | ||||
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 | ||||
Federal Reserve Effect Rate [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, basis spread on variable rate | 0.50% | ||||
London Interbank Offered Rate (LIBOR) [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, basis spread on variable rate | 1.00% | ||||
Credit Facility [Member] | |||||
Debt Instrument [Line Items] | |||||
Line of credit facility, maximum borrowing capacity | $ 500,000,000 | 500,000,000 | |||
Multicurrency revolving line of credit | 0 | 0 | |||
Letters of credit outstanding, amount | 41,072,000 | 40,983,000 | |||
Line of credit facility, remaining borrowing capacity | $ 258,928,000 | $ 259,017,000 |
Debt - Senior Note Additional I
Debt - Senior Note Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | 36 Months Ended | 37 Months Ended | ||||||
Jan. 14, 2023 | Jan. 14, 2022 | Dec. 31, 2019 | Jan. 15, 2026 | Jan. 14, 2021 | Dec. 31, 2018 | Apr. 30, 2018 | Jan. 19, 2018 | Dec. 22, 2017 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||||||
Senior notes | $ 100,000 | $ 300,000 | |||||||
Interest rate | 1.38% | ||||||||
Debt Instrument, redemption period | 60 days | ||||||||
Senior Notes [Member] | |||||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||||||
Senior notes | $ 400,000 | $ 400,000 | |||||||
Interest rate | 5.00% | ||||||||
Forecast [Member] | Maximum [Member] | |||||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||||||
Debt instrument, redemption price, percentage of principal amount Redeemed | 35.00% | ||||||||
Forecast [Member] | Minimum [Member] | |||||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||||||
Debt instrument, amount outstanding, percentage | 65.00% | ||||||||
Forecast [Member] | Debt Instrument, Redemption, Period One [Member] | |||||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||||||
Debt instrument, redemption price, percentage | 102.50% | ||||||||
Forecast [Member] | Debt Instrument, Redemption, Period Two [Member] | |||||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||||||
Debt instrument, redemption price, percentage | 101.25% | ||||||||
Forecast [Member] | Debt Instrument, Redemption, Period Three [Member] | |||||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||||||
Debt instrument, redemption price, percentage | 100.00% | ||||||||
Forecast [Member] | Debt Instrument, Redemption, Period Four [Member] | |||||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||||||
Debt instrument, redemption price, percentage | 105.00% |
Derivative Financial Instrume_3
Derivative Financial Instruments - Derivative and Nonderivative Hedging Instrument Fair Value Disclosure (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Asset Derivatives [Abstract] | ||
Total asset derivatives | $ 4,297,000 | $ 6,525,000 |
Liability Derivatives [Abstract] | ||
Intangible assets, gross (excluding goodwill) | 979,814,000 | 981,160,000 |
Net Amount | 106,000 | 234,000 |
Net Amount | 4,241,000 | 6,422,000 |
Cash Collateral Received | 0 | 0 |
Gross Amounts of Recognized Assets Presented in the Consolidated Balance Sheets | 4,297,000 | 6,525,000 |
Gross Amounts of Recognized Liabilities Presented in the Consolidated Balance Sheets | 162,000 | 337,000 |
Designated as Hedging Instrument [Member] | Other Current Assets [Member] | Interest Rate Swap [Member] | ||
Asset Derivatives [Abstract] | ||
Interest rate swap contracts | 174,000 | 1,866,000 |
Designated as Hedging Instrument [Member] | Other Current Assets [Member] | Interest Rate Cap [Member] | ||
Asset Derivatives [Abstract] | ||
Interest rate cap contracts | 1,000 | 535,000 |
Designated as Hedging Instrument [Member] | Other Current Assets [Member] | Currency Swap [Member] | ||
Asset Derivatives [Abstract] | ||
Cross currency swap contract | 1,156,000 | 1,631,000 |
Designated as Hedging Instrument [Member] | Other Noncurrent Assets [Member] | Interest Rate Swap [Member] | ||
Asset Derivatives [Abstract] | ||
Interest rate cap contracts | 0 | 746,000 |
Designated as Hedging Instrument [Member] | Other Noncurrent Assets [Member] | Interest Rate Cap [Member] | ||
Asset Derivatives [Abstract] | ||
Interest rate cap contracts | 0 | 251,000 |
Designated as Hedging Instrument [Member] | Other Noncurrent Assets [Member] | Currency Swap [Member] | ||
Asset Derivatives [Abstract] | ||
Cross currency swap contract | 2,870,000 | 1,339,000 |
Not Designated as Hedging Instrument [Member] | Other Current Assets [Member] | ||
Asset Derivatives [Abstract] | ||
Foreign exchange forward contracts | 96,000 | 157,000 |
Not Designated as Hedging Instrument [Member] | Other Current Liabilities [Member] | ||
Liability Derivatives [Abstract] | ||
Foreign exchange forward contracts | $ 162,000 | $ 337,000 |
Derivative Financial Instrume_4
Derivative Financial Instruments - Effect of Net Investment Hedge Nonderivative Financial Instrument on OCI (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Derivative Instruments, Gain (Loss) [Line Items] | |||
Accumulated Other Comprehensive Income (Loss), Net of Tax, Beginning of Period | $ (196,305) | ||
Unrealized gain (loss) on derivative instruments | 4,061 | $ 2,586 | $ 360 |
Realized (gains) losses reclassified into net income (loss) | (5,985) | (2,351) | 563 |
Accumulated Other Comprehensive Income (Loss), Net of Tax, End of Period | (204,672) | (196,305) | |
Accumulated Net Gain (Loss) from Derivative and Nonderivative Instruments Designated as Hedging Instruments [Member] | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Accumulated Other Comprehensive Income (Loss), Net of Tax, Beginning of Period | (13,179) | (13,414) | (14,337) |
Accumulated Other Comprehensive Income (Loss), Net of Tax, End of Period | $ (15,103) | $ (13,179) | $ (13,414) |
Derivative Financial Instrume_5
Derivative Financial Instruments - Offsetting of Derivative Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Gross Amounts of Recognized Assets Presented in the Consolidated Balance Sheets | $ 4,297 | $ 6,525 |
Derivative Financial Instruments | (56) | (103) |
Cash Collateral Received | 0 | 0 |
Net Amount | $ 4,241 | $ 6,422 |
Derivative Financial Instrume_6
Derivative Financial Instruments - Offsetting of Derivative Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Gross Amounts of Recognized Liabilities Presented in the Consolidated Balance Sheets | $ 162 | $ 337 |
Derivative Financial Instruments | (56) | (103) |
Cash Collateral Pledged | 0 | 0 |
Net Amount | $ 106 | $ 234 |
Derivative Financial Instrume_7
Derivative Financial Instruments - Derivative Financial Instruments Narrative (Details) | 12 Months Ended | ||||
Dec. 31, 2019USD ($)contracts | Dec. 31, 2018USD ($)counterparty | Apr. 30, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | |
Derivative [Line Items] | |||||
Accumulated other comprehensive income (loss), net of tax | $ (204,672,000) | $ (196,305,000) | |||
Long-term debt | 950,156,000 | ||||
Interest rate | 1.38% | ||||
Secured Debt [Member] | |||||
Derivative [Line Items] | |||||
Long-term debt | 950,156,000 | 1,037,813,000 | |||
Accumulated Other Comprehensive Income, Net Unrealized Gain (Loss) on Nonderivative Instruments [Member] | |||||
Derivative [Line Items] | |||||
Accumulated other comprehensive income (loss), net of tax | (14,380,000) | $ (14,380,000) | $ (14,380,000) | $ (14,380,000) | |
Number of Counterparties [Member] | |||||
Derivative [Line Items] | |||||
Number of counterparties | counterparty | 5 | ||||
London Interbank Offered Rate (LIBOR) [Member] | Secured Debt [Member] | |||||
Derivative [Line Items] | |||||
Long-term debt | $ 550,200,000 | ||||
Interest Rate Swap [Member] | |||||
Derivative [Line Items] | |||||
Number of interest rate derivatives held | 1 | ||||
Interest rate cash flow hedge gain (loss) to be reclassified during next 12 months | $ (200,000) | ||||
Derivative, Notional Amount | $ 214,000,000 | ||||
Derivative, Fixed Interest Rate | 1.42% | ||||
Interest Rate Cap [Member] | |||||
Derivative [Line Items] | |||||
Number of interest rate derivatives held | 3 | ||||
Interest rate cash flow hedge gain (loss) to be reclassified during next 12 months | $ 400,000 | ||||
Derivative, cap interest rate | 2.00% | ||||
Derivative, Notional Amount | $ 100,000,000 | ||||
Derivative Purchase Price | 1,700,000 | ||||
Currency Swap [Member] | |||||
Derivative [Line Items] | |||||
Derivative, Notional Amount | $ 56,000,000 | ||||
Foreign currency cash flow hedge gain (loss) to be reclassified during next 12 months | $ 1,100,000 | ||||
Forward Contracts [Member] | |||||
Derivative [Line Items] | |||||
Number of instruments held | contracts | 48 | ||||
Foreign Exchange Contract [Member] | Not Designated as Hedging Instrument [Member] | Minimum [Member] | |||||
Derivative [Line Items] | |||||
Derivative, Notional Amount | $ 109,000 | ||||
Foreign Exchange Contract [Member] | Not Designated as Hedging Instrument [Member] | Maximum [Member] | |||||
Derivative [Line Items] | |||||
Derivative, Notional Amount | 26,400,000 | ||||
Foreign Exchange Option [Member] | |||||
Derivative [Line Items] | |||||
Derivative, Notional Amount | 72,000,000 | ||||
Derivative Purchase Price | $ 1,300,000 |
Derivative Financial Instrume_8
Derivative Financial Instruments - Effect of Cash Flow Derivatives on the Balance Sheet and Income Statement, Before Tax (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Derivative Instruments, Gain (Loss) [Line Items] | |||
Gain (Loss) Reclassified from AOCI into Income | $ 6,605 | $ 2,507 | $ (916) |
Interest Rate Swap [Member] | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Unrealized Gain (Loss) on Interest Rate Cash Flow Hedges, Pretax, Accumulated Other Comprehensive Income (Loss) | (987) | 1,306 | 768 |
Interest Rate Swap [Member] | Interest Expense [Member] | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Gain (Loss) Reclassified from AOCI into Income | 1,451 | 1,065 | (706) |
Interest Rate Cap [Member] | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Unrealized Gain (Loss) on Interest Rate Cash Flow Hedges, Pretax, Accumulated Other Comprehensive Income (Loss) | 995 | 18 | (183) |
Interest Rate Cap [Member] | Interest Expense [Member] | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Gain (Loss) Reclassified from AOCI into Income | 1,046 | (439) | (210) |
Foreign Exchange Option [Member] | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Unrealized Gain (Loss) on Interest Rate Cash Flow Hedges, Pretax, Accumulated Other Comprehensive Income (Loss) | 1,141 | 0 | 0 |
Foreign Exchange Option [Member] | Cost of Sales | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Gain (Loss) Reclassified from AOCI into Income | 1,141 | 0 | 0 |
Currency Swap 1 [Member] | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Unrealized Gain (Loss) on Interest Rate Cash Flow Hedges, Pretax, Accumulated Other Comprehensive Income (Loss) | 3,022 | 1,584 | 0 |
Currency Swap 2 [Member] | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Unrealized Gain (Loss) on Interest Rate Cash Flow Hedges, Pretax, Accumulated Other Comprehensive Income (Loss) | 0 | 0 | 0 |
Currency Swap [Member] | Interest Expense [Member] | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Gain (Loss) Reclassified from AOCI into Income | 1,632 | 949 | 0 |
Currency Swap [Member] | Other Income (Expense) [Member] | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Gain (Loss) Reclassified from AOCI into Income | $ 1,335 | $ 932 | $ 0 |
Derivative Financial Instrume_9
Derivative Financial Instruments - Derivatives Not Designated as Hedging Relationships (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Other Income (Expense) [Member] | |||
Derivative Instruments Not Designated as Hedging Instruments [Abstract] | |||
Gain (Loss) on foreign currency derivative instruments | $ (2,425) | $ 3,448 | $ (6,281) |
Interest Rate Cap [Member] | Interest Expense [Member] | |||
Derivative Instruments Not Designated as Hedging Instruments [Abstract] | |||
Gain (loss) on interest rate derivative instruments | $ 0 | $ 377 | $ (274) |
Defined Benefit Pension Plans -
Defined Benefit Pension Plans - Change in Benefit Obligation and Plan Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward] | |||
Benefit obligation at January 1, | $ 105,570 | $ 110,820 | |
Service cost | 3,711 | 4,034 | $ 3,968 |
Interest cost | 2,278 | 2,324 | 2,264 |
Actuarial (gain) loss | 8,798 | (2,497) | |
Benefits paid | 2,970 | 3,018 | |
Foreign currency exchange rate changes | (1,984) | (5,110) | |
Curtailment | (36) | (694) | |
Settlement | (234) | (413) | |
Other | (915) | 124 | |
Benefit obligation at December 31, | 114,218 | 105,570 | 110,820 |
Fair value of plan assets at January 1, | 11,890 | 12,834 | |
Actual return on plan assets | 1,134 | (54) | |
Company contributions | 289 | 465 | |
Benefits paid | 411 | 392 | |
Foreign currency exchange rate changes | (237) | (963) | |
Fair value of plan assets at December 31, | 12,665 | 11,890 | $ 12,834 |
Net pension benefit obligation at fair value | $ 101,553 | $ 93,680 |
Defined Benefit Pension Plans_2
Defined Benefit Pension Plans - Schedule of Amounts Recognized in the Consolidated Balance Sheets (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Defined Benefit Plan, Amounts for Asset (Liability) Recognized in Statement of Financial Position [Abstract] | ||
Plan assets in other long-term assets | $ 44 | $ 572 |
Current portion of pension benefit obligation in wages and benefits payable | 2,885 | 2,730 |
Long-term portion of pension benefit obligation | 98,712 | 91,522 |
Pension benefit obligation, net | $ 101,553 | $ 93,680 |
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, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Defined Benefit Plan [Abstract] | |||
Net actuarial (gain) loss | $ 8,762 | $ (3,191) | $ (3,209) |
Settlement (gain) loss | (250) | (1) | 2 |
Curtailment (gain) loss | 0 | (1) | 586 |
Plan asset (gain) loss | (526) | 724 | (192) |
Amortization of net actuarial loss | (1,648) | (1,533) | (2,308) |
Amortization of prior service cost | (68) | (61) | (62) |
Other | (160) | 124 | 0 |
Other comprehensive (income) loss | $ 6,110 | $ (3,939) | $ (5,183) |
Defined Benefit Pension Plans_4
Defined Benefit Pension Plans - Schedule of Net Periodic Pension Benefit Costs (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Defined Benefit Plan [Abstract] | |||
Service cost | $ 3,711 | $ 4,034 | $ 3,968 |
Interest cost | 2,278 | 2,324 | 2,264 |
Expected return on plan assets | (608) | (670) | (594) |
Amortization of prior service costs | 68 | 61 | 62 |
Amortization of actuarial net loss | 1,648 | 1,533 | 2,308 |
Settlement | 250 | 1 | (2) |
Curtailment | 0 | 1 | (586) |
Net periodic benefit cost | $ 7,347 | $ 7,284 | $ 7,420 |
Defined Benefit Pension Plans_5
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, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Defined Benefit Plan [Abstract] | |||
Discount rate | 1.76% | 2.24% | 2.21% |
Expected annual rate of compensation increase | 3.76% | 3.60% | 3.64% |
Discount rate | 2.24% | 2.21% | 2.18% |
Expected rate of return on plan assets | 5.19% | 5.58% | 5.58% |
Expected annual rate of compensation increase | 3.60% | 3.64% | 3.65% |
Defined Benefit Pension Plans_6
Defined Benefit Pension Plans - Schedule of Accumulated Benefit Obligation in Excess of the Fair Value of Plan Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Defined Benefit Plan [Abstract] | ||
Projected benefit obligation | $ 110,656 | $ 103,059 |
Accumulated benefit obligation | 101,611 | 94,831 |
Fair value of plan assets | $ 9,059 | $ 8,807 |
Defined Benefit Pension Plans_7
Defined Benefit Pension Plans - Fair Values of Plan Investments by Asset Category (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Defined Benefit Plan Disclosure [Line Items] | |||
Total fair value of plan assets | $ 12,665 | $ 11,890 | $ 12,834 |
Cash and Cash Equivalents [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total fair value of plan assets | 926 | 787 | |
Insurance Fund [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total fair value of plan assets | 8,133 | 8,020 | |
Securities (Assets) [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total fair value of plan assets | 3,606 | 3,083 | |
Fair Value, Inputs, Level 1 [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total fair value of plan assets | 926 | 787 | |
Fair Value, Inputs, Level 1 [Member] | Cash and Cash Equivalents [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total fair value of plan assets | 926 | 787 | |
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 1 [Member] | Securities (Assets) [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 | 11,739 | 11,103 | 12,045 |
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 | 8,133 | 8,020 | 8,384 |
Fair Value, Inputs, Level 3 [Member] | Securities (Assets) [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total fair value of plan assets | $ 3,606 | $ 3,083 | $ 3,661 |
Defined Benefit Pension Plans_8
Defined Benefit Pension Plans - Level 3 Plan Asset Rollforward (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Defined Benefit Plan, Change in Fair Value of Plan Assets, Level 3 Reconciliation [Roll Forward] | ||
Fair value of plan assets at January 1, | $ 11,890 | $ 12,834 |
Effect of Foreign Currency | (237) | (963) |
Fair value of plan assets at December 31, | 12,665 | 11,890 |
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, | 11,103 | 12,045 |
Net Realized and Unrealized Gains | 1,096 | (35) |
Net Purchases, Issuances, Settlements, and Other | (187) | 0 |
Effect of Foreign Currency | (273) | (907) |
Fair value of plan assets at December 31, | 11,739 | 11,103 |
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, | 8,020 | |
Fair value of plan assets at December 31, | 8,133 | 8,020 |
Insurance Fund [Member] | 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, | 8,020 | 8,384 |
Net Realized and Unrealized Gains | 282 | (158) |
Net Purchases, Issuances, Settlements, and Other | (27) | 141 |
Effect of Foreign Currency | (142) | (347) |
Fair value of plan assets at December 31, | 8,133 | 8,020 |
Securities (Assets) [Member] | ||
Defined Benefit Plan, Change in Fair Value of Plan Assets, Level 3 Reconciliation [Roll Forward] | ||
Fair value of plan assets at January 1, | 3,083 | |
Fair value of plan assets at December 31, | 3,606 | 3,083 |
Securities (Assets) [Member] | 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, | 3,083 | 3,661 |
Net Realized and Unrealized Gains | 814 | 123 |
Net Purchases, Issuances, Settlements, and Other | (160) | (141) |
Effect of Foreign Currency | (131) | (560) |
Fair value of plan assets at December 31, | $ 3,606 | $ 3,083 |
Defined Benefit Pension Plans_9
Defined Benefit Pension Plans - Expected Future Annual Benefit Payments (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Defined Benefit Plan [Abstract] | |
2020 | $ 3,828 |
2021 | 3,463 |
2022 | 3,861 |
2023 | 4,176 |
2024 | 5,141 |
2025-2029 | $ 27,701 |
Defined Benefit Pension Plan_10
Defined Benefit Pension Plans - Accumulated Benefit Obligation Additional Details (Details) - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 |
Defined Benefit Plan [Abstract] | ||
Defined benefit plan, expected amortization, next fiscal year | $ 1.9 | |
Defined benefit plan, accumulated benefit obligation | $ 105.1 | $ 97.3 |
Defined Benefit Pension Plan_11
Defined Benefit Pension Plans - Significant Actuarial Weighted Assumptions (Discount Rate) (Details) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Discount rate | 1.76% | 2.24% | 2.21% |
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 | 93 | ||
Shorter duration euro denominated defined benefit plans [Member] | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Discount rate | 0.25% | ||
Longer duration euro denominated defined benefit plans [Member] | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Discount rate | 2.00% |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock-Based Compensation Expense and Related Tax Benefit (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Payment Arrangement, Noncash Expense [Abstract] | |||
Stock options | $ 1,770 | $ 3,675 | $ 2,695 |
Restricted stock units | 24,560 | 26,859 | 17,738 |
Unrestricted stock awards | 630 | 729 | 974 |
Phantom stock units | 3,301 | 2,165 | 1,747 |
Total stock-based compensation | 30,261 | 33,428 | 23,154 |
Related tax benefit | $ 5,390 | $ 6,019 | $ 5,034 |
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, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||||
Outstanding, beginning balance (in shares) | 895 | 956 | 959 | |
Converted upon acquisition (in shares) | 42 | |||
Granted (in shares) | 76 | 122 | 135 | |
Exercised (in shares) | (489) | (152) | (41) | |
Forfeited (in shares) | (13) | (7) | (35) | |
Expired (in shares) | (11) | (66) | (62) | |
Outstanding, ending balance (in shares) | 458 | 895 | 956 | 959 |
Exercisable, ending balance (in shares) | 272 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | ||||
Outstanding, beginning balance (in dollars per share) | $ 47.93 | $ 47.10 | $ 45.64 | |
Converted upon acquisition (in dollars per share) | 51.86 | |||
Granted (in dollars per share) | 76.55 | 68.21 | 65.94 | |
Exercised (in dollars per share) | 43.55 | 38.99 | 39.92 | |
Forfeited (in dollars per share) | 67.34 | 60.03 | 47.38 | |
Expired (in dollars per share) | 66.24 | 95.31 | 70.12 | |
Outstanding, ending balance (in dollars per share) | 56.38 | $ 47.93 | $ 47.10 | $ 45.64 |
Exercisable, ending balance (in dollars per share) | $ 46.37 | |||
Outstanding, Weighted Average Remaining Contractual Term | 7 years | 6 years 2 months 12 days | 6 years 3 months 18 days | 6 years 7 months 6 days |
Exercisable, Weighted Average Remaining Contractual Term | 5 years 9 months 18 days | |||
Outstanding, Aggregate Intrinsic Value | $ 12,641,000 | $ 4,806,000 | $ 21,965,000 | $ 19,125,000 |
Exercised, Aggregate Intrinsic Value | 15,759,000 | $ 4,520,000 | $ 1,071,000 | |
Exercisable, Aggregate Intrinsic Value | $ 10,223,000 | |||
Converted upon acquisition, Weighted Average Grant Date Fair Value (in dollars per share) | $ 14.86 | |||
Granted, Weighted Average Grant Date Fair Value (in dollars per share) | $ 26.20 | $ 24.29 | $ 21.99 |
Stock-Based Compensation - St_3
Stock-Based Compensation - Stock Option Black Scholes Option Pricing Model Assumptions (Details) - Share-based Payment Arrangement, Option [Member] | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis, Valuation Techniques [Line Items] | |||
Expected volatility | 31.70% | 30.50% | 32.50% |
Risk-free interest rate | 1.70% | 2.80% | 2.00% |
Expected term (years) | 6 years 1 month 6 days | 6 years 1 month 6 days | 5 years 6 months |
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, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
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) | 817 | 556 | 701 |
Converted upon acquisition (in shares) | 579 | ||
Granted (in shares) | 404 | 387 | 273 |
Forfeited (in shares) | (66) | (112) | (46) |
Outstanding, ending balance (in shares) | 684 | 817 | 556 |
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) | $ 59.70 | $ 47.68 | |
Shares converted upon acquisition (in dollars per share) | 69.40 | ||
Granted (in dollars per share) | 62.97 | 57.48 | $ 50.95 |
Forfeitures (in dollars per share) | 66.12 | ||
Outstanding, ending balance (in dollars per share) | $ 64.38 | $ 59.70 | $ 47.68 |
Vested and Released [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||
Issued (in shares) | (471) | (593) | (372) |
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) | $ 62.28 | ||
Released, Aggregate Intrinsic Value | $ 29,304 | $ 32,567 | $ 14,219 |
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] | |||
Issued (in shares) | (72) | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |||
Released, Aggregate Intrinsic Value | $ 6,037 |
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, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Granted (in dollars per share) | $ 62.97 | $ 57.48 | $ 50.95 |
Long Term Performance Restricted Stock Award [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected volatility | 31.40% | 28.00% | 28.00% |
Risk-free interest rate | 2.50% | 2.20% | 1.00% |
Expected term (years) | 1 year 7 months 6 days | 2 years 1 month 6 days | 1 year 8 months 12 days |
Granted (in dollars per share) | $ 61.25 | $ 78.56 | $ 77.75 |
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, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
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) | 83 | 63 | 62 |
Converted upon acquisition (in shares) | 21 | ||
Granted (in shares) | 55 | 41 | 32 |
Issued (in shares) | (42) | (35) | (20) |
Forfeited, Number | (7) | (7) | (11) |
Outstanding, ending balance (in shares) | 89 | 83 | 63 |
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) | $ 61.80 | ||
Granted (in dollars per share) | 60.49 | $ 66.67 | $ 65.55 |
Released (in dollars per share) | 57.13 | ||
Forfeitures (in dollars per share) | 66.09 | ||
Outstanding, ending balance (in dollars per share) | $ 62.85 | $ 61.80 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Aggregate Intrinsic Value, Vested | $ 2,625 | $ 2,409 | $ 1,310 |
Stock-Based Compensation - St_4
Stock-Based Compensation - Stock-Based Compensation Narrative (Details) $ in Millions | 12 Months Ended | |
Dec. 31, 2019USD ($)shares | Dec. 31, 2018USD ($) | |
Share-based Payment Arrangement, Option [Member] | ||
[Line Items] | ||
Compensation cost not yet recognized | $ | $ 2.5 | |
Unrecognized compensation expense, expected weighted average period for recognition | 2 years 3 months 18 days | |
Restricted Stock Units (RSUs) [Member] | ||
[Line Items] | ||
Compensation cost not yet recognized | $ | $ 32.1 | |
Unrecognized compensation expense, expected weighted average period for recognition | 1 year 10 months 24 days | |
Phantom Share Units (PSUs) [Member] | ||
[Line Items] | ||
Compensation cost not yet recognized | $ | $ 5.3 | |
Unrecognized compensation expense, expected weighted average period for recognition | 2 years 1 month 6 days | |
Deferred compensation share-based arrangements, liability, current | $ | $ 2.3 | $ 1.5 |
Employee Stock [Member] | ||
[Line Items] | ||
Number of shares available for future grant under the Stock Incentive Plan (in shares) | shares | 232,563 | |
SSNI Plan [Member] | ||
[Line Items] | ||
Number of shares authorized for issuance under the Stock Incentive Plan (in shares) | shares | 2,299,591 | |
Stock Incentive Plan [Member] | ||
[Line Items] | ||
Number of shares authorized for issuance under the Stock Incentive Plan (in shares) | shares | 12,623,538 | |
Number of shares available for future grant under the Stock Incentive Plan (in shares) | shares | 5,977,990 | |
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 |
Defined Contribution, Bonus, _2
Defined Contribution, Bonus, and Profit Sharing Plans - Schedule of Defined Contribution Plans Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Defined Contribution, Bonus, and Profit Sharing [Abstract] | |||
Defined contribution plans expense | $ 17,882 | $ 11,593 | $ 11,709 |
Defined Contribution, Bonus, _3
Defined Contribution, Bonus, and Profit Sharing Plans - Schedule of Bonus and Profit Sharing Plans Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Defined Contribution, Bonus, and Profit Sharing [Abstract] | |||
Bonus and profit sharing plans expense | $ 48,435 | $ 15,466 | $ 40,005 |
Defined Contribution, Bonus, _4
Defined Contribution, Bonus, and Profit Sharing Plans - Narrative (Details) | 12 Months Ended |
Dec. 31, 2019 | |
Defined Contribution, Bonus, and Profit Sharing [Abstract] | |
Employer matching contribution, percentage of match | 75.00% |
Employer matching contribution, percentage of employees' gross pay | 6.00% |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income Tax Provision (Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Current: | |||
Federal | $ 4,859 | $ (7,695) | $ 7,679 |
State and local | 2,179 | (362) | 3,841 |
Foreign | 13,771 | 14,618 | 12,139 |
Total current | 20,809 | 6,561 | 23,659 |
Deferred: | |||
Federal | 2,334 | (17,463) | 40,340 |
State and local | (1,846) | (4,492) | (1,144) |
Foreign | (6,033) | (22,906) | 3,480 |
Total deferred | (5,545) | (44,861) | 42,676 |
Change in valuation allowance | 5,353 | 25,730 | 7,991 |
Total provision (benefit) from income taxes | $ 20,617 | $ (12,570) | $ 74,326 |
Income Taxes - Schedule of In_2
Income Taxes - Schedule of Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |||
Domestic | $ 57,261 | $ (50,463) | $ 220,342 |
Foreign | 15,771 | (58,688) | (85,767) |
Total income before income taxes | 73,032 | (109,151) | 134,575 |
Expected federal income tax provision | 15,337 | (22,922) | 47,101 |
Change in valuation allowance | 5,353 | 25,730 | 7,991 |
Stock-based compensation | (2,130) | (104) | (1,225) |
Foreign earnings | (15,610) | (15,799) | (22,045) |
Tax credits | (8,794) | (10,502) | (777) |
Uncertain tax positions, including interest and penalties | 13,060 | 7,727 | (7,637) |
Change in tax rates | 4,999 | 335 | 41,125 |
State income tax provision (benefit), net of federal effect | 2,805 | (4,524) | 4,986 |
U.S. tax provision on foreign earnings | 129 | 25 | 33 |
Domestic production activities deduction | 0 | 0 | (2,534) |
Local foreign taxes | 1,471 | 2,540 | 2,324 |
Transaction costs | 0 | 974 | 2,643 |
Other, net | 3,997 | 3,950 | 2,341 |
Total provision (benefit) from income taxes | $ 20,617 | $ (12,570) | $ 74,326 |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | ||
Deferred tax assets | ||||
Loss carryforwards | $ 343,614 | [1] | $ 370,120 | |
Tax credits | 98,098 | [2] | 94,359 | |
Accrued expenses | 46,846 | 43,213 | ||
Pension plan benefits expense | 17,310 | 18,086 | ||
Warranty reserves | 12,961 | 13,470 | ||
Depreciation and amortization | 6,112 | 5,709 | ||
Equity compensation | 4,685 | 5,390 | ||
Inventory valuation | 1,069 | 1,415 | ||
Deferred revenue | 8,951 | 9,062 | ||
Leases | 13,876 | 0 | ||
Other deferred tax assets, net | 9,777 | 11,319 | ||
Total deferred tax assets | 563,299 | 572,143 | ||
Valuation allowance | (320,649) | [1] | (323,822) | |
Total deferred tax assets, net of valuation allowance | 242,650 | 248,321 | ||
Deferred tax liabilities | ||||
Depreciation and amortization | (161,044) | (178,358) | ||
Leases | (12,976) | 0 | ||
Other deferred tax liabilities, net | (6,540) | (6,676) | ||
Total deferred tax liabilities | (180,560) | (185,034) | ||
Net deferred tax assets | 62,090 | $ 63,287 | ||
Deferred tax assets, tax credit carryforwards, general business | [2] | 39,000 | ||
Deferred tax assets, tax credit carryforwards, alternative minimum tax | [2] | 800 | ||
Deferred tax assets, tax credit carryforwards, foreign | [2] | 50,500 | ||
Deferred tax assets, tax credit carryforwards, other | [2] | 34,400 | ||
U.S. federal | ||||
Deferred tax liabilities | ||||
Loss carryforwards by Jurisdiction | [1] | 187,500 | ||
LUXEMBOURG | ||||
Deferred tax liabilities | ||||
Loss carryforwards by Jurisdiction | [1] | $ 992,700 | ||
[1] | For tax return purposes at December 31, 2019, we had U.S. federal loss carryforwards of $187.5 million, which begin to expire in the year 2020. At December 31, 2019, we have net operating loss carryforwards in Luxembourg of $992.7 million, 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, 2019, there was a valuation allowance of $320.6 million primarily associated with foreign loss carryforwards and foreign tax credit carryforwards (discussed below). | |||
[2] | For tax return purposes at December 31, 2019, we had: (1) U.S. general business credits of $39.0 million, which begin to expire in 2022; (2) U.S. alternative minimum tax credits of $0.8 million that can be carried forward indefinitely; (3) U.S. foreign tax credits of $50.5 million, which begin to expire in 2024; and (4) state tax credits of $34.4 million, which begin to expire in 2020. |
Income Taxes - Valuation and Qu
Income Taxes - Valuation and Qualifying Accounts (Details) - SEC Schedule, 12-09, Valuation Allowance, Deferred Tax Asset [Member] - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at beginning of period | $ 323,822 | $ 285,784 | $ 249,560 |
Other adjustments | (8,526) | 12,308 | 28,233 |
Additions charged to costs and expenses | 5,353 | 25,730 | 7,991 |
Balance at end of period, noncurrent | $ 320,649 | $ 323,822 | $ 285,784 |
Income Taxes - Unrecognized Tax
Income Taxes - Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Reconciliation of Unrecognized Tax Benefits [Roll Forward] | |||
Unrecognized tax benefits, beginning of period | $ 112,558 | $ 56,702 | $ 57,626 |
Gross increase to positions in prior years | 1,067 | 22,943 | 3,367 |
Gross decrease to positions in prior years | (3,296) | (24,949) | (5,559) |
Gross increases to current period tax positions | 13,762 | 63,869 | 6,453 |
Audit settlements | 0 | (2,977) | (5,169) |
Decrease related to lapsing of statute of limitations | (1,574) | (1,368) | (3,445) |
Effect of change in exchange rates | (802) | (1,662) | 3,429 |
Unrecognized tax benefits, end of period | 121,715 | 112,558 | 56,702 |
The amount of unrecognized tax benefits that, if recognized, would affect our effective tax rate | 120,410 | 111,224 | 55,312 |
Net interest and penalties expense (benefit) | 708 | (990) | $ (543) |
Accrued interest | 2,849 | 2,127 | |
Accrued penalties | $ 1,681 | $ 1,758 |
Income Taxes - Income Tax Exami
Income Taxes - Income Tax Examination by Jurisdiction (Details) | 12 Months Ended |
Dec. 31, 2019 | |
U.S. federal | |
Income Tax Examination [Line Items] | |
Earliest year subject to examination by major tax jurisdiction | 2001 |
FRANCE | |
Income Tax Examination [Line Items] | |
Earliest year subject to examination by major tax jurisdiction | 2012 |
GERMANY | |
Income Tax Examination [Line Items] | |
Earliest year subject to examination by major tax jurisdiction | 2013 |
BRAZIL | |
Income Tax Examination [Line Items] | |
Earliest year subject to examination by major tax jurisdiction | 2013 |
UNITED KINGDOM | |
Income Tax Examination [Line Items] | |
Earliest year subject to examination by major tax jurisdiction | 2015 |
ITALY | |
Income Tax Examination [Line Items] | |
Earliest year subject to examination by major tax jurisdiction | 2014 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Effective Income Tax Rate Reconciliation, Percent | 28.00% | 12.00% | 55.00% |
Undistributed Earnings of Foreign Subsidiaries and Foreign Corporate Joint Ventures [Member] | |||
Undistributed earnings of foreign subsidiaries | $ 13.7 | $ 5.1 | |
Tax Cuts and Jobs Act [Member] | |||
Tax adjustments, settlements, and unusual provisions | $ 30.4 |
Commitments and Contingencies -
Commitments and Contingencies - Available Lines of Credit, Outstanding Standby Letter of Credits, and Bonds (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | Jan. 05, 2018 |
Line of Credit Facility [Line Items] | |||
Multicurrency revolving line of credit | $ 500,000 | ||
Credit Facility [Member] | |||
Line of Credit Facility [Line Items] | |||
Multicurrency revolving line of credit | $ 500,000 | $ 500,000 | |
Long-term borrowings | 0 | 0 | |
Standby LOCs issued and outstanding | (41,072) | (40,983) | |
Line of credit facility, remaining borrowing capacity | 258,928 | 259,017 | |
Unsecured Multicurrency Revolving Lines of Credit [Member] | |||
Line of Credit Facility [Line Items] | |||
Multicurrency revolving line of credit | 107,206 | 108,039 | |
Standby LOCs issued and outstanding | (25,100) | (19,386) | |
Short-term borrowings | (173) | (2,232) | |
Line of credit facility, remaining borrowing capacity | 81,933 | 86,421 | |
Surety Bond [Member] | |||
Line of Credit Facility [Line Items] | |||
Unsecured surety bonds in force | 136,004 | 94,365 | |
Line of Credit [Member] | |||
Line of Credit Facility [Line Items] | |||
Long-term borrowings | 0 | 0 | |
Line of credit facility, remaining borrowing capacity | $ 458,928 | $ 459,017 |
Commitments and Contingencies_2
Commitments and Contingencies - Warranty Account Activity (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Movement in Product Warranty Accrual [Roll Forward] | |||
Beginning balance | $ 60,443 | $ 34,862 | $ 43,302 |
Assumed liabilities from acquisition | 0 | 12,946 | 0 |
New product warranties | 5,202 | 3,772 | 7,849 |
Other adjustments and expirations, net | 15,695 | 22,741 | (393) |
Claims activity | (27,916) | (12,753) | (18,094) |
Effect of change in exchange rates | (183) | (1,125) | 2,198 |
Ending balance | 53,241 | 60,443 | 34,862 |
Less: current portion of warranty | 38,509 | 47,205 | 21,150 |
Long-term warranty | 14,732 | 13,238 | 13,712 |
Total warranty expense (benefit) | 17,975 | 26,513 | (2,054) |
Loss Contingencies [Line Items] | |||
Other adjustments due to replacement of certain gas meters | $ 15,695 | 22,741 | $ (393) |
Device Solutions [Member] | |||
Movement in Product Warranty Accrual [Roll Forward] | |||
Other adjustments and expirations, net | 11,400 | ||
Loss Contingencies [Line Items] | |||
Other adjustments due to replacement of certain gas meters | $ 11,400 |
Commitments and Contingencies_3
Commitments and Contingencies - Health Benefit Plan Costs (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |||
Plan costs | $ 33,611 | $ 41,543 | $ 30,521 |
Commitments and Contingencies_4
Commitments and Contingencies - Incurred But Not Reported Health Benefit Cost Accrual (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Commitments and Contingencies Disclosure [Abstract] | ||
IBNR accrual | $ 3,171 | $ 3,643 |
Restructuring - Expected Cost,
Restructuring - Expected Cost, Costs Recognized, and Costs to be Recognized - 2016 Projects (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Restructuring Cost and Reserve [Line Items] | |||
Costs charged to expense | $ 6,278 | $ 77,183 | $ 6,418 |
2018 Projects [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Total Expected Costs at December 31, 2019 | 100,885 | ||
Costs charged to expense | 9,272 | 78,123 | |
Expected Remaining Costs to be Recognized at December 31, 2019 | 13,490 | ||
2016 Projects [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Total Expected Costs at December 31, 2019 | 50,978 | ||
Costs charged to expense | (2,994) | 53,272 | |
Expected Remaining Costs to be Recognized at December 31, 2019 | 700 | ||
Employee Severance [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Costs charged to expense | (608) | ||
Employee Severance [Member] | 2018 Projects [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Total Expected Costs at December 31, 2019 | 72,133 | ||
Costs charged to expense | (1,645) | 73,778 | |
Expected Remaining Costs to be Recognized at December 31, 2019 | 0 | ||
Employee Severance [Member] | 2016 Projects [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Total Expected Costs at December 31, 2019 | 36,882 | ||
Costs charged to expense | 1,037 | 35,845 | |
Expected Remaining Costs to be Recognized at December 31, 2019 | 0 | ||
Asset Impairment and Net (Gain) Loss on Sale or Disposal [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Costs charged to expense | (1,785) | ||
Asset Impairment and Net (Gain) Loss on Sale or Disposal [Member] | 2018 Projects [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Total Expected Costs at December 31, 2019 | 3,842 | ||
Costs charged to expense | 3,725 | 117 | |
Expected Remaining Costs to be Recognized at December 31, 2019 | 0 | ||
Asset Impairment and Net (Gain) Loss on Sale or Disposal [Member] | 2016 Projects [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Total Expected Costs at December 31, 2019 | 154 | ||
Costs charged to expense | (5,510) | 5,664 | |
Expected Remaining Costs to be Recognized at December 31, 2019 | 0 | ||
Other Restructuring [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Costs charged to expense | 8,671 | ||
Other Restructuring [Member] | 2018 Projects [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Total Expected Costs at December 31, 2019 | 24,910 | ||
Costs charged to expense | 7,192 | 4,228 | |
Expected Remaining Costs to be Recognized at December 31, 2019 | 13,490 | ||
Other Restructuring [Member] | 2016 Projects [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Total Expected Costs at December 31, 2019 | 13,942 | ||
Costs charged to expense | 1,479 | $ 11,763 | |
Expected Remaining Costs to be Recognized at December 31, 2019 | $ 700 |
Restructuring - Related Balance
Restructuring - Related Balance Sheet Activity (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Restructuring Cost and Reserve [Line Items] | |||
Restructuring Reserve - Beginning Balance | $ 75,568 | ||
Costs charged to expense | 6,278 | $ 77,183 | $ 6,418 |
Cash (payments) receipts | (20,715) | ||
Net assets disposed and impaired | 3,715 | ||
Effect of change in exchange rates | (1,309) | ||
Restructuring Reserve - Ending Balance | 56,107 | 75,568 | |
Employee severance costs | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring Reserve - Beginning Balance | 72,152 | ||
Costs charged to expense | (608) | ||
Cash (payments) receipts | (16,482) | ||
Net assets disposed and impaired | 0 | ||
Effect of change in exchange rates | (1,321) | ||
Restructuring Reserve - Ending Balance | 53,741 | 72,152 | |
Asset Impairment and Net (Gain) Loss on Sale or Disposal [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring Reserve - Beginning Balance | 0 | ||
Costs charged to expense | (1,785) | ||
Cash (payments) receipts | (5,500) | ||
Net assets disposed and impaired | 3,715 | ||
Effect of change in exchange rates | 0 | ||
Restructuring Reserve - Ending Balance | 0 | 0 | |
Other restructuring costs | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring Reserve - Beginning Balance | 3,416 | ||
Costs charged to expense | 8,671 | ||
Cash (payments) receipts | (9,733) | ||
Net assets disposed and impaired | 0 | ||
Effect of change in exchange rates | 12 | ||
Restructuring Reserve - Ending Balance | $ 2,366 | $ 3,416 |
Restructuring - Additional Info
Restructuring - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Restructuring Cost and Reserve [Line Items] | ||
Restructuring reserve, noncurrent | $ 37,200 | $ 39,600 |
Restructuring reserve, current | 18,900 | $ 36,000 |
Stretford Member [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Gain (Loss) on Sale of Properties | $ 5,400 |
Shareholders' Equity - Preferre
Shareholders' Equity - Preferred Stock Information (Details) - $ / shares shares in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Stockholders' Equity Note [Abstract] | |||
Preferred stock, shares authorized (in shares) | 10,000 | 10,000 | |
Preferred stock, shares issued (in shares) | 0 | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 | 0 |
Preferred stock, par value (in dollars per share) |
Shareholders' Equity - Stock Re
Shareholders' Equity - Stock Repurchase Authorization (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Mar. 14, 2019 | |
Equity [Abstract] | ||
Stock Repurchase Program, Authorized Amount | $ 25,000 | $ 50,000 |
Stock Repurchased During Period, Shares | 529,396 | |
Treasury Stock Acquired, Average Cost Per Share | $ 47.22 | |
Stock Repurchased During Period, Value | $ 25,000 | |
Stock Repurchase Program, Remaining Authorized Repurchase Amount | $ 25,000 |
Shareholders' Equity - Accumula
Shareholders' Equity - Accumulated Other Comprehensive Income (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Accumulated Other Comprehensive Income (Loss), Net of Tax, Beginning of Period | $ (196,305) | ||
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent | (8,367) | $ (25,827) | $ 58,849 |
Accumulated Other Comprehensive Income (Loss), Net of Tax, End of Period | (204,672) | (196,305) | |
Parent [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Accumulated Other Comprehensive Income (Loss), Net of Tax, Beginning of Period | (196,305) | (170,478) | (229,327) |
Other Comprehensive Income (Loss), before Reclassifications, Net of Tax | 3,017 | (24,602) | 56,568 |
Reclassification from Accumulated Other Comprehensive Income, Current Period, Net of Tax | (11,384) | (1,225) | 2,281 |
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent | (8,367) | (25,827) | 58,849 |
Accumulated Other Comprehensive Income (Loss), Net of Tax, End of Period | (204,672) | (196,305) | (170,478) |
Accumulated Translation Adjustment [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Accumulated Other Comprehensive Income (Loss), Net of Tax, Beginning of Period | (157,489) | (128,648) | (182,986) |
Other Comprehensive Income (Loss), before Reclassifications, Net of Tax | (2,953) | (28,841) | 53,854 |
Reclassification from Accumulated Other Comprehensive Income, Current Period, Net of Tax | 2,443 | 0 | 484 |
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent | (510) | (28,841) | 54,338 |
Accumulated Other Comprehensive Income (Loss), Net of Tax, End of Period | (157,999) | (157,489) | (128,648) |
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 | 1,201 | 966 | 43 |
Other Comprehensive Income (Loss), before Reclassifications, Net of Tax | 4,061 | 2,586 | 360 |
Reclassification from Accumulated Other Comprehensive Income, Current Period, Net of Tax | (5,985) | (2,351) | 563 |
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent | (1,924) | 235 | 923 |
Accumulated Other Comprehensive Income (Loss), Net of Tax, End of Period | (723) | 1,201 | 966 |
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 | (25,637) | (28,416) | (32,004) |
Other Comprehensive Income (Loss), before Reclassifications, Net of Tax | 1,909 | 1,653 | 2,354 |
Reclassification from Accumulated Other Comprehensive Income, Current Period, Net of Tax | (7,842) | 1,126 | 1,234 |
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent | (5,933) | 2,779 | 3,588 |
Accumulated Other Comprehensive Income (Loss), Net of Tax, End of Period | $ (31,570) | $ (25,637) | $ (28,416) |
Shareholders' Equity - Schedule
Shareholders' Equity - Schedule of Other Comprehensive Income (Loss) Tax Effect (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Before-tax amount [Abstract] | |||
Foreign currency translation adjustment | $ (2,581) | $ (29,130) | $ 54,218 |
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Reclassification Adjustment from AOCI, Realized upon Sale or Liquidation, before Tax | 2,443 | 0 | 484 |
Net unrealized gain (loss) on derivative instruments designated as cash flow hedges | 4,063 | 2,908 | 585 |
Net hedging (gain) loss reclassified into net income (loss) | (6,605) | (2,507) | 916 |
Other Comprehensive (Income) Loss, Defined Benefit Plan, before Reclassification Adjustment and Tax | 1,966 | 2,343 | 3,401 |
Other Comprehensive (Income) Loss, Defined Benefit Plan, Reclassification Adjustment from AOCI, before Tax | (8,076) | 1,596 | 1,782 |
Total other comprehensive income (loss), before tax | (8,790) | (24,790) | 61,386 |
Tax (provision) benefit [Abstract] | |||
Foreign currency translation adjustment | (372) | 289 | (364) |
Net unrealized gain (loss) on derivative instruments designated as cash flow hedges | (2) | (322) | (225) |
Net hedging (gain) loss reclassified into net income (loss) | 620 | 156 | (353) |
Other Comprehensive (Income) Loss, Defined Benefit Plan, before Reclassification Adjustment, Tax | (57) | (690) | (1,047) |
Other Comprehensive (Income) Loss, Defined Benefit Plan, Reclassification Adjustment from AOCI, Tax | 234 | (470) | (548) |
Total other comprehensive income (loss) tax (provision) benefit | 423 | (1,037) | (2,537) |
Net-of-tax amount | |||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax, Portion Attributable to Parent | (2,953) | (28,841) | 53,854 |
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Reclassification Adjustment from AOCI, Realized upon Sale or Liquidation, Net of Tax | 2,443 | 0 | 484 |
Net unrealized gain (loss) on derivative instruments designated as cash flow hedges | 4,061 | 2,586 | 360 |
Net hedging (gain) loss reclassified into net income (loss) | (5,985) | (2,351) | 563 |
Other Comprehensive (Income) Loss, Defined Benefit Plan, before Reclassification Adjustment, after Tax | 1,909 | 1,653 | 2,354 |
Other Comprehensive Income (Loss), Defined Benefit Plan, Gain (Loss), Reclassification Adjustment from AOCI, after Tax | (7,842) | 1,126 | 1,234 |
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent | $ (8,367) | $ (25,827) | $ 58,849 |
Fair Values of Financial Inst_3
Fair Values of Financial Instruments - Schedule of Fair Values of Financial Instruments (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | Jan. 19, 2018 | Dec. 31, 2017 | Dec. 22, 2017 |
Assets | |||||
Cash and cash equivalents | $ 149,904 | $ 120,221 | $ 176,274 | ||
Liabilities | |||||
Senior notes | $ 100,000 | $ 300,000 | |||
Line of Credit [Member] | |||||
Liabilities | |||||
Multicurrency revolving line of credit | 0 | 0 | |||
Senior Notes [Member] | |||||
Liabilities | |||||
Senior notes | 400,000 | 400,000 | |||
Reported Value Measurement [Member] | |||||
Assets | |||||
Cash and cash equivalents | 149,904 | 120,221 | |||
Restricted Cash | 0 | 2,107 | |||
Foreign exchange forward contracts | 96 | 157 | |||
Liabilities | |||||
Senior notes | 385,987 | 383,669 | |||
Foreign exchange forwards, liability, at fair value | 162 | 337 | |||
Reported Value Measurement [Member] | Line of Credit [Member] | |||||
Liabilities | |||||
Multicurrency revolving line of credit | 0 | 0 | |||
Reported Value Measurement [Member] | USD Denominated Term Loan [Member] | |||||
Liabilities | |||||
Term loans | 546,495 | 632,954 | |||
Estimate of Fair Value Measurement [Member] | |||||
Assets | |||||
Cash and cash equivalents, at fair value | 149,904 | 120,221 | |||
Restricted Cash | 0 | 2,107 | |||
Foreign exchange forward contracts | 96 | 157 | |||
Liabilities | |||||
Senior notes | 416,500 | 368,000 | |||
Foreign exchange forwards, liability, at fair value | 162 | 337 | |||
Estimate of Fair Value Measurement [Member] | Line of Credit [Member] | |||||
Liabilities | |||||
Multicurrency revolving line of credit, Fair Value of Amount Outstanding | 0 | 0 | |||
Estimate of Fair Value Measurement [Member] | USD Denominated Term Loan [Member] | |||||
Liabilities | |||||
Term loans, at fair value | 550,135 | 630,971 | |||
Interest Rate Swap [Member] | Reported Value Measurement [Member] | |||||
Assets | |||||
Derivative Asset, Noncurrent | 174 | 2,612 | |||
Interest Rate Swap [Member] | Estimate of Fair Value Measurement [Member] | |||||
Assets | |||||
Interest rate swap contracts | 174 | 2,612 | |||
Interest Rate Cap [Member] | Reported Value Measurement [Member] | |||||
Assets | |||||
Derivative Asset, Noncurrent | 1 | 786 | |||
Interest Rate Cap [Member] | Estimate of Fair Value Measurement [Member] | |||||
Assets | |||||
Interest rate swap contracts | 1 | 786 | |||
Currency Swap [Member] | Reported Value Measurement [Member] | |||||
Assets | |||||
Derivative Asset, Noncurrent | 4,026 | 2,970 | |||
Currency Swap [Member] | Estimate of Fair Value Measurement [Member] | |||||
Assets | |||||
Derivative Asset, Noncurrent | $ 4,026 | $ 2,970 |
Segment Information - Informati
Segment Information - Information By Segment (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Segment Reporting Information [Line Items] | |||||||||||
Total revenues | $ 628,383,000 | $ 624,474,000 | $ 635,037,000 | $ 614,576,000 | $ 587,044,000 | $ 595,962,000 | $ 585,890,000 | $ 607,221,000 | $ 2,502,470,000 | $ 2,376,117,000 | $ 2,018,197,000 |
Gross profit | $ 177,438,000 | $ 196,404,000 | $ 191,214,000 | $ 187,263,000 | $ 176,790,000 | $ 197,097,000 | $ 176,577,000 | $ 179,855,000 | 752,319,000 | 730,319,000 | 676,751,000 |
Operating Income (Loss) | 132,683,000 | (49,692,000) | 154,877,000 | ||||||||
Total other income (expense) | (59,651,000) | (59,459,000) | (20,302,000) | ||||||||
Total income before income taxes | 73,032,000 | (109,151,000) | 134,575,000 | ||||||||
Depreciation and amortization of intangible assets | 114,400,000 | 122,497,000 | 63,215,000 | ||||||||
Device Solutions [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Total revenues | 858,881,000 | 933,365,000 | 882,896,000 | ||||||||
Gross profit | 152,562,000 | 187,254,000 | 216,631,000 | ||||||||
Operating Income (Loss) | 97,753,000 | 130,988,000 | 159,641,000 | ||||||||
Depreciation and amortization of intangible assets | 25,542,000 | 25,022,000 | 25,757,000 | ||||||||
Networked Solutions Segment [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Total revenues | 1,417,254,000 | 1,224,144,000 | 947,384,000 | ||||||||
Gross profit | 518,749,000 | 482,471,000 | 412,375,000 | ||||||||
Operating Income (Loss) | 397,325,000 | 360,779,000 | 322,367,000 | ||||||||
Depreciation and amortization of intangible assets | 13,004,000 | 12,671,000 | 7,758,000 | ||||||||
Outcomes Segment [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Total revenues | 226,335,000 | 218,608,000 | 187,917,000 | ||||||||
Gross profit | 81,008,000 | 60,594,000 | 47,745,000 | ||||||||
Operating Income (Loss) | 43,803,000 | 16,634,000 | 4,915,000 | ||||||||
Depreciation and amortization of intangible assets | 5,363,000 | 6,572,000 | 3,826,000 | ||||||||
Corporate, Non-Segment [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Operating Income (Loss) | (406,198,000) | (558,093,000) | (332,046,000) | ||||||||
Depreciation and amortization of intangible assets | 70,491,000 | 78,232,000 | 25,874,000 | ||||||||
Product [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Total revenues | 2,220,395,000 | 2,095,458,000 | 1,813,925,000 | ||||||||
Product [Member] | Device Solutions [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Total revenues | 847,580,000 | 916,809,000 | 866,028,000 | ||||||||
Product [Member] | Networked Solutions Segment [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Total revenues | 1,322,382,000 | 1,133,919,000 | 881,042,000 | ||||||||
Product [Member] | Outcomes Segment [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Total revenues | 50,433,000 | 44,730,000 | 66,855,000 | ||||||||
Service [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Total revenues | 282,075,000 | 280,659,000 | 204,272,000 | ||||||||
Service [Member] | Device Solutions [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Total revenues | 11,301,000 | 16,556,000 | 16,868,000 | ||||||||
Service [Member] | Networked Solutions Segment [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Total revenues | 94,872,000 | 90,225,000 | 66,342,000 | ||||||||
Service [Member] | Outcomes Segment [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Total revenues | $ 175,902,000 | $ 173,878,000 | $ 121,062,000 |
Segment Information - Revenues
Segment Information - Revenues By Region (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Revenues from External Customers [Line Items] | |||||||||||
Total revenues | $ 628,383,000 | $ 624,474,000 | $ 635,037,000 | $ 614,576,000 | $ 587,044,000 | $ 595,962,000 | $ 585,890,000 | $ 607,221,000 | $ 2,502,470,000 | $ 2,376,117,000 | $ 2,018,197,000 |
United States and Canada [Member] | |||||||||||
Revenues from External Customers [Line Items] | |||||||||||
Total revenues | 1,629,742,000 | 1,442,792,000 | 1,137,508,000 | ||||||||
EMEA [Member] | |||||||||||
Revenues from External Customers [Line Items] | |||||||||||
Total revenues | 663,851,000 | 733,732,000 | 672,942,000 | ||||||||
Other Countries [Member] | |||||||||||
Revenues from External Customers [Line Items] | |||||||||||
Total revenues | $ 208,877,000 | $ 199,593,000 | $ 207,747,000 |
- Property, Plant, and Equipmen
- Property, Plant, and Equipment By Location (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Schedule of Property, Plant, and Equipment by Location | ||
Property, plant, and equipment, net | $ 233,228 | $ 226,551 |
UNITED STATES [Member] | ||
Schedule of Property, Plant, and Equipment by Location | ||
Property, plant, and equipment, net | 99,615 | 93,034 |
Outside United States [Member] | ||
Schedule of Property, Plant, and Equipment by Location | ||
Property, plant, and equipment, net | $ 133,613 | $ 133,517 |
Segment Information - Segment R
Segment Information - Segment Results Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||||||||||||
Dec. 31, 2019 | [1] | Sep. 30, 2019 | [1] | Jun. 30, 2019 | [1] | Mar. 31, 2019 | [1] | Dec. 31, 2018 | [1] | Sep. 30, 2018 | [1] | Jun. 30, 2018 | [1] | Mar. 31, 2018 | [1] | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |||
Segment Reporting Information [Line Items] | |||||||||||||||||||||
Number of operating segments | 3 | 4 | 3 | ||||||||||||||||||
Unusual or infrequent item, or both, insurance proceeds | $ 8 | ||||||||||||||||||||
Earnings (loss) per common share - Basic (in dollars per share) | $ 0.37 | $ 0.43 | $ 0.49 | $ (0.05) | $ 0.61 | $ 0.51 | $ 0.07 | $ (3.74) | $ 1.24 | [1] | $ (2.53) | [1] | $ 1.48 | ||||||||
Earnings (loss) per common share - Diluted (in dollars per share) | $ 0.36 | $ 0.42 | $ 0.49 | $ (0.05) | $ 0.60 | $ 0.50 | $ 0.07 | $ (3.74) | $ 1.23 | [1] | $ (2.53) | [1] | 1.45 | ||||||||
Insurance Recovery, net of tax [Member] | Water Operating Segment [Member] | |||||||||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||||||||
Earnings (loss) per common share - Basic (in dollars per share) | 0.13 | ||||||||||||||||||||
Earnings (loss) per common share - Diluted (in dollars per share) | $ 0.12 | ||||||||||||||||||||
Sales [Member] | Threshold for Reporting Customer Concentration [Member] | |||||||||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||||||||
Percentage of total company revenue represented by one customer | 10.00% | 10.00% | 10.00% | ||||||||||||||||||
[1] | The sum of the quarterly EPS data presented in the table may not equal the annual results due to rounding and the impact of dilutive securities on the annual versus the quarterly EPS calculations. |
Business Combinations - Busines
Business Combinations - Business Combinations Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Jan. 05, 2018 | |
Business Acquisition [Line Items] | |||
Percentage of voting interests acquired | 100.00% | ||
Silver Spring Networks, Inc. acquisition purchase price, net of cash acquired | $ 802,500 | ||
Goodwill | $ 569,772 | ||
SIlver Spring Networks, Inc. [Member] | |||
Business Acquisition [Line Items] | |||
Percentage of voting interests acquired | 100.00% | ||
Total net assets acquired | $ 809,216 | ||
Cash acquired from acquisition | 97,800 | ||
Business acquisition, equity interest issued, or issuable, value | $ 6,700 | ||
Goodwill | 569,800 | ||
Acquisition related costs | $ 26,600 | $ 91,900 |
Business Combinations - Busin_2
Business Combinations - Business Combinations Purchase Price Allocation (Details) - USD ($) $ in Thousands | Jan. 05, 2018 | Dec. 31, 2019 | Dec. 31, 2018 |
Schedule of Assets and Liabilities Acquired in a Business Combination [Line Items] | |||
Current Assets | $ 88,395 | ||
Property, plant, and equipment | $ 27,670 | ||
Weighted average useful life of property, plant and equipment acquired | 6 years | ||
Other long-term assets | $ 1,873 | ||
Identifiable intangible assets | 226,700 | ||
Weighted average useful life, acquired intangible assets | 8 years | ||
Total identified intangible assets | 241,100 | ||
Goodwill | $ 569,772 | ||
Current liabilities | (93,129) | ||
Customer contracts and relationships | 0 | $ (23,900) | |
Long-term liabilities | (2,565) | ||
SIlver Spring Networks, Inc. [Member] | |||
Schedule of Assets and Liabilities Acquired in a Business Combination [Line Items] | |||
Goodwill | $ 569,800 | ||
Total net assets acquired | 809,216 | ||
Core Developed Technology [Member] | |||
Schedule of Assets and Liabilities Acquired in a Business Combination [Line Items] | |||
Identifiable intangible assets | 81,900 | ||
Weighted average useful life, acquired intangible assets | 5 years | ||
Customer Contracts And Relationships [Member] | |||
Schedule of Assets and Liabilities Acquired in a Business Combination [Line Items] | |||
Identifiable intangible assets | 134,000 | ||
Weighted average useful life, acquired intangible assets | 10 years | ||
Customer contracts and relationships | (23,900) | ||
Weighted average useful life, acquired intangible liabilities | 5 years | ||
Trademarks and Trade Names [Member] | |||
Schedule of Assets and Liabilities Acquired in a Business Combination [Line Items] | |||
Identifiable intangible assets | 10,800 | ||
Weighted average useful life, acquired intangible assets | 3 years | ||
In Process Research and Development [Member] | |||
Schedule of Assets and Liabilities Acquired in a Business Combination [Line Items] | |||
Identifiable intangible assets | $ 14,400 |
Business Combinations - Revenue
Business Combinations - Revenue and Earnings Attributed to Business Combination (Details) - SIlver Spring Networks, Inc. [Member] $ in Thousands | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Business Acquisition [Line Items] | |
Revenues | $ 352,996 |
Net income (loss) | $ (54,409) |
Business Combinations - Busin_3
Business Combinations - Business Combinations Pro Forma Information (Details) - SIlver Spring Networks, Inc. [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Business Acquisition [Line Items] | ||
Revenues | $ 2,376,117 | $ 2,591,211 |
Net Income (loss) | $ (84,602) | $ 27,289 |
Revenues - Contract with Custom
Revenues - Contract with Customer, Asset and Liability Rollforward (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Revenue from Contract with Customer [Abstract] | |
Beginning balance, January 1, 2019 | $ 102,130 |
Revenues recognized from beginning contract liability | (57,371) |
Increases due to amounts collected or due | 328,557 |
Revenues recognized from current period increases | (282,322) |
Other | (2,779) |
Ending balance, December 31, 2019 | $ 88,215 |
Revenues - Narrative (Details)
Revenues - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Contract with customer, asset, gross | $ 50,700 | $ 34,300 |
Contract with customer, liability | 138,900 | 136,500 |
Contract with customer, liability, revenue recognized | (282,322) | |
Other current assets | 146,526 | 118,085 |
Unearned revenue | 99,556 | 93,621 |
Retained earnings (accumulated deficit) | $ (376,390) | $ (425,396) |
Revenues - Remaining Performanc
Revenues - Remaining Performance Obligations (Details) $ in Millions | Dec. 31, 2019USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Amount | $ 1,400 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 12 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Amount | $ 931 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period |
Leases - Components of Lease Co
Leases - Components of Lease Cost (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Leases [Abstract] | |
Operating Lease, Cost | $ 23,221 |
Variable Lease, Cost | 2,103 |
Lease, Cost, Total | 25,324 |
Operating Lease, Payments | 19,899 |
Right-of-Use Asset Obtained in Exchange for Operating Lease Liability | $ 23,511 |
Leases - Supplemental Balance S
Leases - Supplemental Balance Sheet Information (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Leases [Abstract] | ||
Operating Lease, Right-of-Use Asset | $ 79,773 | $ 0 |
Operating Lease, Liability, Current | 17,049 | |
Operating Lease, Liability, Noncurrent | $ 68,919 | $ 0 |
Operating Lease, Weighted Average Remaining Lease Term | 5 years 10 months 24 days | |
Operating Lease, Weighted Average Discount Rate, Percent | 4.90% |
Leases - Operating Lease Maturi
Leases - Operating Lease Maturities (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Leases [Abstract] | ||
2020 | $ 19,747 | |
2021 | 16,740 | |
2022 | 14,351 | |
2023 | 13,700 | |
2024 | 12,170 | |
Thereafter | 22,572 | |
Total lease payments | 99,280 | |
Less: imputed interest | (13,312) | |
Total operating lease liability | $ 85,968 | $ 90,059 |
Leases - Rental Expense (Detail
Leases - Rental Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Leases [Abstract] | ||
Rental expense | $ 24,453 | $ 14,824 |
Leases - Prior adoption of ASC
Leases - Prior adoption of ASC 842 (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Leases [Abstract] | ||
Less than 1 year | $ 17,456 | |
1-3 years | 26,241 | |
3-5 years | 19,659 | |
Beyond 5 years | 26,703 | |
Total operating lease liability | $ 85,968 | $ 90,059 |
Quarterly Results (Unaudited)_2
Quarterly Results (Unaudited) (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||||||||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |||||||||||
Quarterly Financial Information Disclosure [Abstract] | |||||||||||||||||||||
Total revenues | $ 628,383,000 | $ 624,474,000 | $ 635,037,000 | $ 614,576,000 | $ 587,044,000 | $ 595,962,000 | $ 585,890,000 | $ 607,221,000 | $ 2,502,470,000 | $ 2,376,117,000 | $ 2,018,197,000 | ||||||||||
Gross profit | 177,438,000 | 196,404,000 | 191,214,000 | 187,263,000 | 176,790,000 | 197,097,000 | 176,577,000 | 179,855,000 | 752,319,000 | 730,319,000 | 676,751,000 | ||||||||||
Net Income (Loss) Attributable to Parent | $ 14,620,000 | $ 16,847,000 | $ 19,446,000 | $ (1,907,000) | $ 23,877,000 | $ 19,882,000 | $ 2,657,000 | $ (145,666,000) | $ 49,006,000 | $ (99,250,000) | $ 57,298,000 | ||||||||||
Earnings (loss) per common share - Basic (in dollars per share) | $ 0.37 | [1] | $ 0.43 | [1] | $ 0.49 | [1] | $ (0.05) | [1] | $ 0.61 | [1] | $ 0.51 | [1] | $ 0.07 | [1] | $ (3.74) | [1] | $ 1.24 | [1] | $ (2.53) | [1] | $ 1.48 |
Earnings (loss) per common share - Diluted (in dollars per share) | $ 0.36 | [1] | $ 0.42 | [1] | $ 0.49 | [1] | $ (0.05) | [1] | $ 0.60 | [1] | $ 0.50 | [1] | $ 0.07 | [1] | $ (3.74) | [1] | $ 1.23 | [1] | $ (2.53) | [1] | $ 1.45 |
[1] | The sum of the quarterly EPS data presented in the table may not equal the annual results due to rounding and the impact of dilutive securities on the annual versus the quarterly EPS calculations. |