Shareholders' Equity

12 Months Ended

Dec. 31, 2023

Stockholders' Equity Note [Abstract]

Shareholders' Equity

Shareholders' Equity

Preferred Stock

We have authorized the issuance of 10 million shares of preferred stock with no par value. In the event of a liquidation, dissolution, or winding up of the affairs of the corporation, whether voluntary or involuntary, the holders of any outstanding preferred stock would be entitled to be paid a preferential amount per share to be determined by the Board of Directors prior to any payment to holders of common stock. There was no preferred stock issued or outstanding at December 31, 2023 or 2022.

Stock Repurchase Program

Effective May 11, 2023, Itron's Board of Directors authorized a share repurchase up to $100 million of our common stock over an 18-month period (the 2023 Stock Repurchase Program). Repurchases will be made in the open market pursuant to the terms of any Rule 10b5-1 plans that we may enter into, and in accordance with applicable securities laws. The repurchase program is intended to comply with Rule 10b-18 promulgated under the Securities Exchange Act of 1934, as amended. Depending on market conditions and other factors, these repurchases may be commenced or suspended from time to time without prior notice. There have been no repurchases under the 2023 Stock Repurchase Program through February 26, 2024.

Convertible Note Hedge Transactions

We paid an aggregate amount of $84.1 million for the convertible note hedge transactions. The convertible note hedge transactions cover, subject to anti-dilution adjustments substantially similar to those in the convertible notes, approximately 3.7 million shares of our common stock, the same number of shares initially underlying the convertible notes, at a strike price of approximately $126.00, subject to customary adjustments. The convertible note hedge transactions will expire upon the maturity of the convertible notes, subject to earlier exercise or termination. The convertible note hedge transactions are expected generally to reduce the potential dilutive effect of the conversion of our convertible notes and/or offset any cash payments we are required to make in excess of the principal amount of the converted notes, as the case may be, in the event that the market price per share of our common stock, as measured under the terms of the convertible note hedge transactions, is greater than the strike price of the convertible note hedge transactions. The convertible note hedge transactions meet the criteria in Accounting Standards Codification (ASC) 815-40 to be classified within Stockholders' Equity, and therefore the convertible note hedge transactions are not revalued after their issuance.

We made a tax election to integrate the convertible notes and the call options. We are retaining the identification statements in our books and records, together with a schedule providing the accruals on the synthetic debt instruments. The accounting impact of this tax election makes the call options deductible as original issue discount for tax purposes over the term of the convertible notes, and results in a $20.6 million deferred tax asset recognized through equity.

Warrant Transactions

In addition, concurrently with entering into the convertible note hedge transactions, we separately entered into privately-negotiated warrant transactions (the warrant transactions), whereby we sold to the counterparties warrants to acquire, collectively, subject to anti-dilution adjustments, 3.7 million shares of our common stock at an initial strike price of $180.00 per share, which represents a premium of 100% over the public offering price in the common stock issuance. We received aggregate proceeds of $45.3 million from the warrant transactions with the counterparties, with such proceeds partially offsetting the costs of entering into the convertible note hedge transactions. The warrants expire in June 2026. If the market value per share of our common stock, as measured under the warrant transactions, exceeds the strike price of the warrants, the

warrants will have a dilutive effect on our earnings per share, unless we elect, subject to certain conditions, to settle the warrants in cash. The warrants meet the criteria in ASC 815-40 to be classified within Stockholders' Equity, and therefore the warrants are not revalued after issuance.

Accumulated Other Comprehensive Income (Loss)

The changes in the components of AOCI, net of tax, were as follows:

In thousands	Foreign Currency Translation Adjustments		Net Unrealized Gain (Loss) on Derivative Instruments		Net Unrealized Gain (Loss) on Nonderivative Instruments		Pension Benefit Obligation Adjustments		Accumulated Other Comprehensive Income (Loss)
Balances at January 1, 2021	$	(84,843)	$	(1,621)	$	(14,380)	$	(37,682)	$	(138,526)
OCI before reclassifications	(26,923)		1,121		—		14,264		(11,538)
Amounts reclassified from AOCI	—		290		—		1,676		1,966
Total other comprehensive income (loss)	(26,923)		1,411		—		15,940		(9,572)
Balances at December 31, 2021	(111,766)		(210)		(14,380)		(21,742)		(148,098)
OCI before reclassifications	(28,748)		—		—		23,170		(5,578)
Amounts reclassified from AOCI	57,321		—		—		1,681		59,002
Total other comprehensive income (loss)	28,573		—		—		24,851		53,424
Balances at December 31, 2022	(83,193)		(210)		(14,380)		3,109		(94,674)
OCI before reclassifications	15,550		—		—		(1,947)		13,603
Amounts reclassified from AOCI	—		—		—		(119)		(119)
Total other comprehensive income (loss)	15,550		—		—		(2,066)		13,484
Balances at December 31, 2023	$	(67,643)	$	(210)	$	(14,380)	$	1,043	$	(81,190)

In determining the amount of the impairment loss for the assets of the transaction with Dresser during the fourth quarter of 2021, we included $59.7 million of accumulated foreign currency translation losses and $0.9 million in unrealized defined benefit plan losses. Upon closing of the sale transaction in the first quarter of 2022, the then outstanding amounts in AOCI were reclassified to net income (loss) through loss on sale of businesses for a total of $55.4 million, with a corresponding reversal of the impairment loss originally booked in the fourth quarter of 2021. Refer to Note 18: Sale of Businesses for additional information on the transaction.

During the third quarter of 2022, we substantially liquidated our legal entity in Russia, recognizing a loss of $1.9 million for the reclassification of the currency translation adjustment from accumulated other comprehensive income (loss) related to the disposal of the business.

The before-tax, income tax (provision) benefit, and net-of-tax amounts related to each component of OCI were as follows:

	Year Ended December 31,
In thousands	2023		2022		2021
Before-tax amount
Foreign currency translation adjustment	$	15,622	$	(28,921)	$	(26,757)
Foreign currency translation adjustment reclassified to net income (loss) on sale or disposal of businesses	—		57,321		—
Net unrealized gain (loss) on derivative instruments, designated as cash flow hedges	—		—		1,139
Net hedging (gain) loss reclassified to net income (loss)	—		—		756
Net unrealized gain (loss) on defined benefit plans	(2,117)		23,519		14,426
Net defined benefit plan (gain) loss reclassified to net income (loss)	(129)		1,706		1,695
Total other comprehensive income (loss), before tax	13,376		53,625		(8,741)
Tax (provision) benefit
Foreign currency translation adjustment	(72)		173		(166)
Foreign currency translation adjustment reclassified to net income (loss) on sale or disposal of businesses	—		—		—
Net unrealized gain (loss) on derivative instruments, designated as cash flow hedges	—		—		(18)
Net hedging (gain) loss reclassified to net income (loss)	—		—		(466)
Net unrealized gain (loss) on defined benefit plans	170		(349)		(162)
Net defined benefit plan (gain) loss reclassified to net income (loss)	10		(25)		(19)
Total other comprehensive income (loss) tax (provision) benefit	108		(201)		(831)
Net-of-tax amount
Foreign currency translation adjustment	15,550		(28,748)		(26,923)
Foreign currency translation adjustment reclassified to net income (loss) on sale or disposal of businesses	—		57,321		—
Net unrealized gain (loss) on derivative instruments, designated as cash flow hedges	—		—		1,121
Net hedging (gain) loss reclassified to net income (loss)	—		—		290
Net unrealized gain (loss) on defined benefit plans	(1,947)		23,170		14,264
Net defined benefit plan (gain) loss reclassified to net income (loss)	(119)		1,681		1,676
Total other comprehensive income (loss), net of tax	$	13,484	$	53,424	$	(9,572)