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Stock-Based Compensation (Text Block)
3 Months Ended
Mar. 31, 2018
Share-based Compensation, Allocation and Classification in Financial Statements [Abstract]  
Stock-Based Compensation [Text Block]
Stock-Based Compensation

We maintain the Second Amended and Restated 2010 Stock Incentive Plan (Stock Incentive Plan), which allows us to grant stock-based compensation awards, including stock options, restricted stock units, phantom stock, and unrestricted stock units. Under the Stock Incentive Plan, we have 10,473,956 shares of common stock reserved and authorized for issuance subject to stock splits, dividends, and other similar events. At March 31, 2018, 4,215,490 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 a part of the acquisition of SSNI, we reserved and authorized 730,457 shares of Itron common stock to be issued for certain Silver Spring Network common stock awards that were converted to Itron common stock awards at acquisition date pursuant to the Agreement and Plan of Merger (SSNI Plan). New stock based compensation awards from the SSNI Plan may only be made to previous and newly hired employees of SSNI. The shares were converted from the Silver Spring Networks, Inc. 2012 Equity Incentive Plan, Non-Plan Inducement Stock Options, Non-Plan Inducement Restricted Stock Units and Non-Plan Inducement Performance Stock Units. There is no fungible share provision. As of March 31, 2018, 142,336 shares were available for grant under 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 Employee Stock Purchase Plan (ESPP), for which approximately 331,993 shares of common stock were available for future issuance at March 31, 2018.

Unrestricted stock and ESPP activity for the three months ended March 31, 2018 and 2017 was not significant.

Stock-Based Compensation Expense
Total stock-based compensation expense and the related tax benefit were as follows:
 
Three Months Ended March 31,
 
2018
 
2017
 
(in thousands)
Stock options
$
831

 
$
659

Restricted stock units
7,057

 
4,297

Unrestricted stock awards
207

 
255

Phantom stock units
690

 
392

Total stock-based compensation
$
8,785

 
$
5,603

 
 
 
 
Related tax benefit
$
1,534

 
$
1,228



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
121

 
65.55

 
 
 
 
 
$
22.01

Exercised
(5
)
 
35.29

 
 
 
120

 
 
Outstanding, March 31, 2017
1,075

 
$
47.92

 
6.7
 
$
17,236

 
 
 
 
 
 
 
 
 
 
 
 
Outstanding, January 1, 2018
956

 
$
47.10

 
6.3
 
$
21,965

 
 
Converted upon acquisition
42

 
51.86

 
 
 
 
 
$
14.86

Granted
101

 
69.30

 
 
 
 
 
$
24.83

Exercised
(62
)
 
40.31

 
 
 
2,104

 
 
Forfeited
(3
)
 
72.25

 
 
 
 
 
 
Expired
(7
)
 
95.96

 
 
 
 
 
 
Outstanding, March 31, 2018
1,027

 
$
49.49

 
6.5
 
$
24,051

 
 
 
 
 
 
 
 
 
 
 
 
Exercisable March 31, 2018
716

 
$
45.96

 
5.5
 
$
19,725

 
 
 
 
 
 
 
 
 
 
 
 
Expected to vest, March 31, 2018
308

 
$
57.74

 
8.9
 
$
4,255

 
 

At March 31, 2018, total unrecognized stock-based compensation expense related to nonvested stock options was $5.0 million, which is expected to be recognized over a weighted average period of approximately 1.8 years.

The weighted-average assumptions used to estimate the fair value of stock options granted and the resulting weighted average fair value are as follows:
 
Three Months Ended March 31,
 
2018
 
2017
Expected volatility
30.9
%
 
32.7
%
Risk-free interest rate
2.8
%
 
2.0
%
Expected term (years)
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
131

 
$
63.12

 
 
Released
(317
)
 

 
$
12,066

Forfeited
(3
)
 

 
 
Outstanding, March 31, 2017
512

 

 
 
 
 
 
 
 
 
Outstanding, January 1, 2018
556

 
$
47.68

 
 
Converted upon acquisition
579

 
69.40

 
 
Granted
136

 
69.30

 
 
Released
(352
)
 
47.18

 
$
17,231

Forfeited
(28
)
 
68.44

 
 
Outstanding, March 31, 2018
891

 
63.72

 
 
 
 
 
 
 
 
Vested but not released, March 31, 2018
10

 
 
 
$
729

 
 
 
 
 
 
Expected to vest, March 31, 2018
788

 
 
 
$
56,369


At March 31, 2018, total unrecognized compensation expense on restricted stock units was $61.3 million, which is expected to be recognized over a weighted average period of approximately 2.4 years.

The weighted-average assumptions used to estimate the fair value of performance-based restricted stock units granted and the resulting weighted average fair value are as follows:
 
Three Months Ended March 31,
 
2018
 
2017
Expected volatility
28.0
%
 
28.0
%
Risk-free interest rate
2.2
%
 
1.0
%
Expected term (years)
2.1

 
1.7

 
 
 
 
Weighted average fair value
$
78.56

 
$
77.78



Phantom Stock Units
The following table summarizes phantom stock unit activity:
 
Number of Phantom Stock Units
 
Weighted
Average Grant
Date Fair Value
 
(in thousands)
 
 
Outstanding, January 1, 2017
62

 


Granted
32

 
$
65.55

Released
(19
)
 


Forfeited
(2
)
 


Outstanding, March 31, 2017
73

 


 
 
 
 
Expected to vest, March 31, 2017
73

 
 
 
 
 
 
Outstanding, January 1, 2018
63

 
$
51.88

Converted upon acquisition
21

 
69.40

Granted
31

 
69.30

Released
(27
)
 
50.19

Forfeited
(1
)
 
69.36

Outstanding, March 31, 2018
87

 
62.61

 
 
 
 
Expected to vest, March 31, 2018
85

 




At March 31, 2018, total unrecognized compensation expense on phantom stock units was $5.7 million which is expected to be recognized over a weighted average period of approximately 2.2 years. As of March 31, 2018 and December 31, 2017, we have recognized a phantom stock liability of $0.6 million and $1.7 million, respectively, within wages and benefits payable in the Consolidated Balance Sheets.