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What changed in ITRON, INC.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of ITRON, INC.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+263 added−255 removedSource: 10-K (2026-02-17) vs 10-K (2025-02-25)

Top changes in ITRON, INC.'s 2025 10-K

263 paragraphs added · 255 removed · 204 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

46 edited+9 added−12 removed33 unchanged
Biggest changeThe portfolio includes hardware products used for: • measurement, control, or sensing of electricity, gas, water, and other infrastructure assets • a combination of endpoints and network infrastructure with embedded intelligence that is designed and sold as a complete solution to acquire and transport application-specific data • distribution automation - intelligent communication for the modern grid allowing secure, low and medium-voltage distribution-system automation and control 2 Table of Contents • distributed energy resource management (DERMs) to connect, analyze, and optimize distributed energy resources such as rooftop solar installations and electric vehicles, water operations and management, gas operations and safety applications • value-added services, software, and products that organize, analyze, and interpret data to gain insights, make decisions, and inform actions We also offer managed services, Software-as-a-Service (SaaS), Network-as-a-Service (NaaS), technical support services, licensed hardware technology, and consulting services.
Biggest changeThe portfolio includes solutions used for: • measurement, control, or sensing of electricity, gas, water, and other infrastructure assets • a combination of endpoints and network infrastructure with embedded intelligence that is designed and sold as a complete solution to acquire and transport application-specific data • intelligent connectivity featuring flexible and interoperable communication solutions designed to support a wide range of applications via multiple transport methods including mesh, public and private cellular, fiber, LoRaWAN, powerline carrier (PLC), and Wi-SUN, among others • distributed energy resource management (DERMs) to connect, analyze, and optimize distributed energy resources such as rooftop solar installations and electric vehicles; water operations and management, gas operations and safety applications • city services management through networked lighting controllers, integrated third-party IIoT sensors and applications, and a central management system • value-added services, software, and products that organize, analyze, and interpret data to gain insights, make decisions, improve safety, and inform actions 2 Table of Contents • AI-enhanced software and services to enhance resiliency, including worker safety, damage prevention, and emergency preparedness and response.
We will continue to innovate and support open standards and interoperability with a flexible technology platform that enables our customers to meet their needs directly or via our ecosystem of partners. We support a worldwide network of connected devices and sensors, and we will continue to develop more applications, new opportunities, and value-added outcomes for our customers in the future.
We continue to innovate and support open standards and interoperability with a flexible technology platform that enables our customers to meet their needs directly or via our ecosystem of partners. We support a worldwide network of connected devices and sensors, and we will continue to develop more applications, new opportunities, and value-added outcomes for our customers in the future.
A direct sales force is utilized for larger utility customers, with which we have long-established relationships. This direct sales force is focused on solution selling, solving problems and business challenges, and delivering valuable outcomes to our utility and smart city customers.
A direct sales force is utilized for larger utility customers, with which we have built long-established relationships. This direct sales force is focused on solution selling, solving problems and business challenges, and delivering valuable outcomes to our utility and smart city customers.
Partners In connection with delivering solutions and systems to our customers, we frequently partner with third-party partners to provide hardware, software, or services, e.g., meter installation and communication network equipment and infrastructure.
Partners In connection with delivering solutions and systems to our customers, we frequently partner with third-party vendors to provide hardware, software, or services, e.g., meter installation and communication network equipment and infrastructure.
We also differentiate ourselves with an intelligent IIoT platform that is solution, device, and transport agnostic—a platform that can be backwards compatible, able to run a multitude of applications and solutions, is highly secure, is fully integrated into our portfolio, is highly interoperable, captures relays, and leverages high-resolution data for near real-time decision making.
We also differentiate ourselves with an 5 Table of Contents intelligent IIoT platform that is solution, device, and transport agnostic—a platform that can be backwards compatible, able to run a multitude of applications and solutions, is highly secure, is fully integrated into our portfolio, is highly interoperable, captures relays, and leverages high-resolution data for near real-time decision making.
Wright is Vice President, Corporate Controller and Chief Accounting Officer. He was appointed as Chief Accounting Officer in September 2024, and he is responsible for the company's global accounting. Mr. Wright rejoined the Company in September 2018 and has served as Vice President and Corporate Controller beginning in May 2019.
Wright is Vice President, Corporate Controller and Chief Accounting Officer and is responsible for the Company's global accounting. He rejoined the Company in September 2018 and has served as Vice President and Corporate Controller since May 2019. Mr. Wright was appointed as Chief Accounting Officer in September 2024.
No single customer represented more than 10% of total revenues for the years ended December 31, 2024, 2023, and 2022. Our 10 largest customers in each of the years ended December 31, 2024, 2023, and 2022, accounted for approximately 33%, 36%, and 32% of total revenues.
No single customer represented more than 10% of total revenues for the years ended December 31, 2025, 2024, and 2023. Our 10 largest customers in each of the years ended December 31, 2025, 2024, and 2023, accounted for approximately 32%, 33%, and 36% of total revenues.
To address these challenges, utilities and cities are interested in technological innovations across a networked platform, utilizing grid edge intelligence as a key enabler to build and maintain critical infrastructure that can: • efficiently and effectively operate energy and water systems that are safe, reliable, and resilient • reduce the risk and impact of natural disasters • independently identify if repairs or maintenance are needed, and identify potential problems before they occur • deliver enhanced, more customized services • accommodate next-generation services through shared infrastructure between utilities and cities/municipalities • provide actionable insights for asset management Our Operating Segments We operate under the Itron brand worldwide and manage and report under three operating segments: Device Solutions, Networked Solutions, and Outcomes.
To address these challenges, utilities and cities are interested in technological innovations across a networked platform, utilizing edge intelligence as a key enabler to build and maintain critical infrastructure that can: • efficiently and effectively operate energy and water systems that are safe, reliable, and resilient • reduce the risk and impact of natural disasters • independently identify if repairs or maintenance are needed, and identify potential problems before they occur • deliver enhanced, more customized services • accommodate next-generation services through shared infrastructure between utilities and cities/municipalities • provide actionable insights for asset management Our Reportable Segments We operate under the Itron brand worldwide and manage and report under four reportable segments: Device Solutions, Networked Solutions, Outcomes, and Resiliency Solutions.
Prior to CHC, she held several executive finance positions at Dell, Inc. from 2003 to 2010, including Vice President and Chief Financial Officer for its Global Public and Americas business units, Vice President of Corporate Finance and Chief Accounting Officer. Laurie A. Hahn is Senior Vice President, Human Resources. Ms.
Prior to CHC, she held several executive finance positions at Dell, Inc. from 2003 to 2010, including Vice President and Chief Financial Officer for its Global Public and Americas business units, Vice President of Corporate Finance and Chief Accounting Officer. 6 Table of Contents Laurie A. Hahn is Senior Vice President, Human Resources. Ms.
The platform involves an ever-growing, 5 Table of Contents diverse ecosystem of partners and third-party developers who can create and deploy specific point solutions creating greater value for our customers. Refer to Item 1A: Risk Factors for a discussion of the competitive pressures we face.
The platform involves an ever-growing, diverse ecosystem of partners and third-party developers who can create and deploy specific point solutions creating greater value for our customers. Refer to Item 1A: Risk Factors for a discussion of the competitive pressures we face.
He has more than 20 years of product management, business development, and customer delivery experience with deep technical knowledge of networking, radio frequency technologies, and IIoT. Mr. Marcolini has also spent many years working with utility customers to deliver and implement complex product deployments. 7 Table of Contents Donald L.
He has more than 20 years of product management, business development, and customer delivery experience with deep technical knowledge of networking, radio frequency technologies, and IIoT. Mr. Marcolini has also spent many years working with utility customers to deliver and implement complex product deployments. Donald L.
Hooper's departure from CHC, CHC filed a voluntary petition of relief under Chapter 11 of the U.S. Bankruptcy Code in May 2016, and CHC emerged from bankruptcy in March 2017.
Following Ms. Hooper's departure from CHC, CHC filed a voluntary petition of relief under Chapter 11 of the U.S. Bankruptcy Code in May 2016, and CHC emerged from bankruptcy in March 2017.
Utilities leverage these outcomes to unlock the capabilities of their networks and devices, improve the productivity of their workforce, increase the reliability of their operations, manage and optimize the proliferation of distributed energy resources (DERs), address grid complexity, and enhance the customer experience.
Utilities leverage these outcomes to unlock the capabilities of their networks and devices, improve the productivity of their workforce, increase the reliability of their operations, manage and optimize the proliferation of DERs, address grid complexity, and enhance the customer experience.
Networked Solutions – This segment primarily includes a combination of communicating devices (e.g., smart meters, modules, endpoints, and sensors), network infrastructure, network design services, and associated head-end management and application software designed and sold as a complete solution for acquiring and transporting robust application-specific data.
Networked Solutions – This segment primarily includes a combination of communicating endpoints (e.g., smart meters, modules, endpoints, and sensors), network infrastructure, network design services, and associated headend management and application software designed and sold as a complete solution for acquiring and transporting robust application-specific data.
The Industrial Internet of Things (IIoT) solutions supported by this segment include automated meter reading (AMR); advanced metering infrastructure (AMI) for electricity, water, and gas; distributed energy resource management (DERMs); grid edge devices; distribution automation communications; smart street lighting; smart city sensors and applications; and leak detection and applications for both gas and water systems.
The Industrial Internet of Things (IIoT) solutions supported by this segment include automated meter reading (AMR) and advanced metering infrastructure (AMI) for electricity, water, and gas; distributed energy resource management (DERMs); grid edge devices; distribution automation communications; smart lighting; and smart city sensors and applications.
Itron helps our customers adapt to a rapidly changing world and to address a number of macro trends, including: • Infrastructure – such as aging utility infrastructure, grid complexity, grid security, safety, asset monitoring and management, and incorporating the proliferation of distributed energy resources, such as electric vehicles, renewable energy, and storage, into the grid • Environmental – such as extreme weather, resource scarcity, and societal demand for greater sustainability and decarbonization of energy and power • S ocial – such as enhanced customer experience, critical-need consumers, privacy, urbanization, population increase, and the management of data and incorporating IIoT technology into their existing operations Our solutions include smart networks, software, services, devices, sensors, and data analytics operating upon a technology platform that allows our customers to address the changing macro trends listed above, as well as the pressing industry challenges to better manage and control assets, intelligently benchmark, secure revenue, lower operational costs, improve customer service, develop new business models and revenue streams, improve safety, and enable efficient, sustainable management of valuable resources.
Itron helps our customers adapt to a rapidly changing world and address a number of macro trends, including: • Infrastructure – such as aging utility infrastructure, grid complexity, grid security, safety, asset monitoring and management, increased energy demand from electrification and data centers, and incorporating the proliferation of distributed energy resources, including electric vehicles, renewable energy, and storage, into the grid • Environmental – such as extreme weather, resource scarcity, and societal demand for greater sustainability and decarbonization of energy and power • Social – such as enhanced customer experience, consumers with critical needs, privacy, urbanization, population increase, and the management of data and incorporating IIoT technology into utilities' and municipalities' existing operations Our solutions include smart networks, software, services, devices, sensors, and data analytics operating upon a flexible technology platform that allows our customers to address the changing macro trends listed above, as well as the pressing industry challenges to better manage and control assets, intelligently benchmark, secure revenue, lower operational costs, improve customer service, enhance consumer engagement, develop new business models and revenue streams, improve safety, and enable efficient, sustainable management of valuable resources.
Our IIoT platform allows utility and smart city applications to be run and managed on a flexible multi-purpose network. Outcomes – This segment primarily includes our value-added, enhanced software and services in which we enable grid edge intelligence and manage, organize, analyze, and interpret raw, anonymized data using artificial intelligence, machine learning, statistical modeling, and other analytics.
Our IIoT platform allows utility and smart city applications to be run and managed on a flexible, secure, and interoperable multi-purpose network. Outcomes – This segment primarily includes our value-added, enhanced software and services in which we utilize distributed compute to manage, organize, analyze, and interpret raw, anonymized data using artificial intelligence, machine learning, statistical modeling, and other analytics.
We invested approximately $215 million, $209 million, and $185 million in research and development in 2024, 2023, and 2022, which represented 9% of total revenues for 2024 and 10% of total revenues for 2023 and 2022. Refer to Item 1A: Risk Factors for further discussion related to costs of developing competitive products and services.
We invested approximately $207 million, $215 million, and $209 million in research and development in 2025, 2024, and 2023, which represented 9%, 9%, and 10% of total revenues for years 2025, 2024, and 2023 respectively. Refer to Item 1A: Risk Factors for further discussion related to costs of developing competitive products and services.
Human Capital As of December 31, 2024, we had 5,788 people in our workforce, including 5,040 permanent employees. We have not experienced significant employee work stoppages and our employee relations are deemed to be good. We are an equal opportunity employer, and we promote a culture of inclusion and diversity.
Human Capital As of December 31, 2025, we had 5,550 people in our workforce, including 4,987 permanent employees. We have not experienced significant employee work stoppages, and our employee relations are deemed to be good. We are an equal opportunity employer, and we promote a culture of inclusion and diversity.
Networked Solutions includes products and software for the implementation, installation, and management of communicating devices and data networks.
Networked Solutions includes products, software and services for the implementation, installation, and management of communicating endpoints and data networks.
Examples from the Device Solutions portfolio include: standard endpoints that are shipped without Itron communications, such as our standard electricity, gas, and water meters for a variety of global markets and adhering to regulations and standards within those markets, as well as our heat and allocation products; communicating meters that may be sold as part of an Itron end-to-end solution and designed to meet market requirements; and the implementation and installation of communicating and non-communicating devices.
Examples from the Device Solutions portfolio include: standard endpoints that are shipped without Itron communications, such as our standard electricity, gas, and water meters for a variety of global markets and adhering to regulations and standards within those markets, as well as our heat and allocation products; communicating meters designed to operate outside of Itron end-to-end solutions and designed to meet market requirements; and the implementation and installation of associated devices.
Itron provides an integrated, intelligent portfolio of endpoints (such as sensors, switches, and meters) that collect data, control devices, and take action in the field. Our communication networks harvest that data and deliver it where it's needed; and software and services turn that data into insights for analysis and action.
Itron provides an integrated, intelligent portfolio of endpoints (such as sensors, switches, and meters) that collect and analyze data, control devices, and take action in the field. Our multi-purpose multi-tenant communication networks harvest that data and deliver where and when needed; our software and services then turn that data into insights for analysis and action.
Deitrich is a director of ON Semiconductor Corporation, a NASDAQ listed company. Joan S. Hooper is Senior Vice President and Chief Financial Officer. Ms. Hooper was appointed to this role in June 2017. Prior to joining Itron, Ms. Hooper was Chief Financial Officer of CHC Helicopter from 2011 to July 2015. Following Ms.
Deitrich worked for Freescale, Flextronics, Sony-Ericsson/Ericsson, and GE. Mr. Deitrich is a director of ON Semiconductor Corporation, a NASDAQ listed company. Joan S. Hooper is Senior Vice President and Chief Financial Officer. Ms. Hooper was appointed to this role in June 2017. Prior to joining Itron, Ms. Hooper was Chief Financial Officer of CHC Helicopter from 2011 to July 2015.
Total Bookings Total Backlog 12-Month Backlog In millions December 31, 2024 $ 2,698 $ 4,734 $ 1,767 December 31, 2023 2,155 4,511 2,032 December 31, 2022 2,505 4,523 2,052 Sales and Distribution We use a combination of direct and indirect sales channels to serve our customers.
In millions Total Bookings Total Backlog 12-Month Backlog December 31, 2025 $ 2,101 $ 4,501 $ 1,632 December 31, 2024 2,698 4,734 1,767 December 31, 2023 2,155 4,511 2,032 Sales and Distribution We use a combination of direct and indirect sales channels to serve our customers globally.
In 2018, we strengthened our ability to deliver a broader set of solutions and increased our pace of growth and innovation in the utility, smart city, and broader IIoT markets with the acquisition of Silver Spring Networks, Inc.
In 2018, we strengthened our ability to deliver a broader set of solutions and increased our pace of growth and innovation in the utility, smart city, and broader IIoT markets with the acquisition of Silver Spring Networks, Inc. During 2025, we broadened our software-oriented resiliency offerings with the acquisition of Urbint, Inc.
With Itron, our customers achieve more efficient operations, ensure system resilience, better engage consumers, keep pace with demand, and enhance profitability. We have nearly 50 years of experience supporting utilities and cities in the management of their data and critical infrastructure needs.
With Itron, our customers achieve more efficient operations, improve operating resilience, better engage consumers, increase capacity, and enhance profitability. We have nearly 50 years of experience supporting utilities and cities in the management of their data and critical infrastructure needs.
Although we have multiple sources of supply for many of our material requirements, certain components and raw materials are supplied by limited or sole-source vendors, and our ability to procure under certain contracts depends on the availability of these materials. Refer to Item 1A: Risk Factors for further discussion related to manufacturing and supply risks.
Although we have multiple sources of supply for many of our material requirements, certain components and raw materials are supplied by limited or sole-source vendors, and our ability to procure under certain contracts depends on the availability of these materials.
Outcomes supports high-value use cases, such as data management, grid operations, distributed intelligence, AMI operations, gas distribution and safety, water operations management, revenue assurance, DERMs, energy forecasting, consumer engagement, smart payment, and fleet energy resource management.
Outcomes supports high-value use cases, such as data management, grid planning and operations, AMI operations, gas distribution safety, non-revenue water reduction, revenue assurance, distributed energy resources (DER) management, energy forecasting, consumer engagement, and smart payment.
The following is a discussion of our solutions, markets, and operating segments. Refer to Part II, Item 7: Management's Discussion and Analysis of Financial Condition and Results of Operations and Part II, Item 8: Financial Statements and Supplementary Data for specific segment results. Our Business Protecting our world's energy and water is essential.
The following is a discussion of our solutions, markets, and reportable segments. Refer to Part II, Item 7: Management's Discussion and Analysis of Financial Condition and Results of Operations and Part II, Item 8: Financial Statements and Supplementary Data for specific segment results. Our Business Itron is transforming how the world manages energy, water, and city services.
We use de-identified data to enhance our solutions, services, and products. By analyzing aggregated, anonymized data, we gain valuable insights that drive innovation and improve customer experiences while protecting the privacy and confidentiality of customers and consumers.
We also offer managed services, Software-as-a-Service (SaaS), Network-as-a-Service (NaaS), technical support services, licensed hardware technology, and consulting services. We use de-identified data to enhance our solutions, services, and products. By analyzing aggregated, anonymized data, we gain valuable insights that drive innovation and improve customer experience while protecting the privacy and confidentiality of customers and consumers.
This approach allows us to reduce the costs related to our manufacturing overhead and inventory, provides geographic diversity, and allows us to 4 Table of Contents adjust more quickly to changing customer demand.
We strive to create an efficient, resilient, and cost-effective structure. This approach allows us to reduce the costs related to our manufacturing overhead and inventory, provides geographic diversity, and allows us to adjust more quickly to changing customer demand.
Our comprehensive solutions and data analytics also help our customers address operational issues including increasing demand on resources, non-technical loss, leak detection, environmental and regulatory compliance, integrating renewable and distributed energy sources, and improving operational reliability. Our solutions include technology, software, and services delivered as part of a standalone, one-time purchase or an end-to-end solution over multiple years.
Our comprehensive solutions and data analytics also help our customers address operational issues including increasing demand on resources, non-technical loss, leak detection, environmental and regulatory compliance, integrating renewable and distributed energy sources, and improving operational safety, reliability, and resiliency.
Backlog is not a complete measure of our future revenues as we also receive book-and-ship orders and frame contracts. Bookings and backlog vary from period to period primarily due to the timing of large project awards. In addition, annual or multi-year contracts are subject to rescheduling due to the long-term nature of the contracts.
Bookings and backlog vary from period to period primarily due to the timing of large project awards. In addition, annual or multi-year contracts are subject to rescheduling due to the long-term nature of the contracts. Certain of our customers have the right to cancel contracts, but we do not have a history of any significant cancellations.
Revenue from these offerings are primarily recurring in nature and would include any direct management of Device Solutions, Networked Solutions, and other third-parties' products on behalf of our end customers.
Revenue from these offerings are primarily recurring in nature and would include any direct management of Device Solutions, Networked Solutions, and other third-parties' products on behalf of our end customers. Resiliency Solutions – This segment primarily includes software and services focused on worker safety, emergency preparedness and response, and damage prevention for critical infrastructure providers and their supporting contractors.
Certain of our customers have the right to cancel contracts, but we do not have a history of any significant cancellations. Beginning total backlog, plus bookings, minus revenues, will not equal ending total backlog due to miscellaneous contract adjustments, foreign currency fluctuations, and other factors.
Beginning total backlog, plus bookings, minus revenues, will not equal ending total backlog due to miscellaneous contract adjustments, foreign currency fluctuations, and other factors.
The table below provides the breakdown of our employees by region and self-identified gender: As of December 31, 2024 Region Male Female Other Total Number of Employees Percentage of Total Employees Americas 1,822 835 — 2,657 53 % Europe, Middle East and Africa 848 487 3 1,338 27 % Asia Pacific & Other 791 252 2 1,045 20 % Total (1) 3,461 1,574 5 5,040 (1) These numbers do not include contingent workers (748 as of December 31, 2024).
The table below provides the number of our employees by region and self-identified gender: As of December 31, 2025 Region Male Female Other Total Number of Employees Percentage of Total Employees Americas 1,791 822 — 2,613 52 % Europe, Middle East and Africa 806 461 6 1,273 26 % Asia Pacific & Other 830 268 3 1,101 22 % Total (1) 3,427 1,551 9 4,987 (1) These numbers do not include contingent workers (563 as of December 31, 2025).
Through acquisitions, organic growth, and our focus on innovation, Itron is a leading provider of technology to support better decision making, visibility, and control at the grid edge. By digitizing and automating infrastructure, Itron helps utilities and cities operate more efficiently, increase grid resilience and reliability, integrate distributed energy resources, and provide responsible energy and water management.
Through acquisitions, organic growth, and our focus on innovation, Itron remains a leading provider of technology to support better decision making, visibility, and control at the grid edge.
Bookings and Backlog of Orders Bookings for a reported period represent customer contracts and purchase orders received during the period for hardware, software, and services that have met certain conditions, such as regulatory and/or contractual approval. Total backlog represents committed but undelivered products and services for contracts and purchase orders at period-end.
These solutions are enhanced through the use of artificial intelligence-based models to predict events to aid in compliance, incident remedy, and prevention. Bookings and Backlog of Orders Bookings for a reported period represent customer contracts and purchase orders received during the period for hardware, software, and services that have met certain conditions, such as regulatory and/or contractual approval.
However, if new or amended laws or regulations impose significant operational restrictions and compliance requirements upon the Company or its products, the Company's business, capital expenditures, results of operations, financial condition and competitive position could be altered. 6 Table of Contents INFORMATION ABOUT OUR EXECUTIVE OFFICERS Set forth below are the names, ages, and titles of our executive officers as of February 25, 2025.
There are no known regulations pending that will have a substantial adverse impact on our business, revenue, earnings, or cash flows. However, if new or amended laws or regulations impose significant operational restrictions and compliance requirements upon the Company or its products, the Company's business, capital expenditures, results of operations, financial condition and competitive position could be altered.
This allows us to help utilities improve decision making, maximize operational profitability, engage consumers, enhance resource efficiency, improve grid resiliency and reliability, and 3 Table of Contents deliver value for utilities and smart cities.
This delivers new value for utilities, municipalities, and cities through improving decision making, maximizing operational profitability, engaging consumers, ensuring safety, enhancing 3 Table of Contents resource efficiency, and improving grid resiliency and reliability.
He served as VP - Accounting, Tax, and External Reporting at Red Lion Hotels Corporation from December 2015 to February 2018 and was interim CFO from April 2016 to April 2017. Mr. Wright is a Certified Public Accountant licensed in the State of Washington. 8 Table of Contents
He originally joined Itron in October 2008 as Assistant Controller for Technical Accounting followed by roles of increasing responsibility until December 2015. He served as VP - Accounting, Tax, and External Reporting at Red Lion Hotels Corporation from December 2015 to February 2018 and was interim CFO from April 2016 to April 2017.
Ware 56 Senior Vice President, General Counsel and Corporate Secretary David M. Wright 55 Vice President, Corporate Controller and Chief Accounting Officer Thomas L. Deitrich is President and Chief Executive Officer and a member of our Board of Directors. Mr. Deitrich was appointed to his current position and to the Board of Directors in August 2019. Mr.
Deitrich is President and Chief Executive Officer and a member of our Board of Directors. Mr. Deitrich was appointed to his current position and to the Board of Directors in August 2019. Mr. Deitrich joined Itron in October 2015, serving as Itron's Executive Vice President and Chief Operating Officer until his promotion to CEO. Prior to Itron, Mr.
Twelve-month backlog represents the portion of total backlog that reflects our understanding of customer's desired deployment over the next 12 months. The actual revenue recognized and timing of revenue earned from backlog will vary based on actual currency rates at the time of shipment, availability of critical supply components, and adjusted customer project timing.
The actual revenue recognized and timing of revenue earned from backlog will vary based on actual currency rates at the time of shipment, availability of critical supply components, and adjusted customer project timing. Backlog is not a complete measure of our future revenues as we also receive book-and-ship orders and frame contracts.
Name Age Position Thomas L. Deitrich 58 President and Chief Executive Officer Joan S. Hooper 67 Senior Vice President and Chief Financial Officer Laurie A. Hahn 57 Senior Vice President, Human Resources Justin K. Patrick 52 Senior Vice President, Device Solutions John F. Marcolini 52 Senior Vice President, Networked Solutions Donald L. Reeves 57 Senior Vice President, Outcomes Christopher E.
INFORMATION ABOUT OUR EXECUTIVE OFFICERS Set forth below are the names, ages, and titles of our executive officers as of February 17, 2026. Name Age Position Thomas L. Deitrich 59 President and Chief Executive Officer Joan S. Hooper 68 Senior Vice President and Chief Financial Officer Laurie A. Hahn 58 Senior Vice President, Human Resources Justin K.
The following is a description of each of the three segments: Device Solutions – This segment primarily includes hardware products used for measurement, control, or sensing that can have communications capability embedded for use with our broader Itron systems, i.e., hardware-based products that may be part of a complete end-to-end solution.
Resiliency Solutions is a new reportable segment starting in the fourth quarter of 2025. The following is a description of each of the four segments: Device Solutions – This segment primarily includes hardware products used for measurement, control, or sensing.
Our manufacturing facilities are located throughout the world, an overview of which is presented in Item 2: Properties. While we manufacture and assemble a portion of our products, we outsource the manufacturing of some products and sub-assemblies to various manufacturing partners and strive to create an efficient, resilient, and cost-effective structure.
Refer to Item 1A: Risk Factors for further discussion related to manufacturing and supply risks. 4 Table of Contents Our manufacturing facilities are located throughout the world, an overview of which is presented in Item 2: Properties. We use a combination of internal and external production for finished goods, subassemblies, and repairs.
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For utilities and cities, we build innovative systems, improve operating efficiencies, expand resiliency, enhance safety, and increase resourcefulness by helping our customers make the most of the energy and water they manage. By safeguarding invaluable natural resources, we seek to improve the quality of life for people around the world.
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Our intelligent infrastructure solutions help utilities and cities improve efficiency, build resilience and deliver safe, reliable, and affordable service. With edge intelligence, we connect people, data insights, and devices so communities can better manage the essential resources they rely on.
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Balancing supply with growing and changing demand, aging infrastructure, increasing consumer expectations, physical security, cybersecurity of assets, extreme weather, sustainability, and resource efficiency are all challenging our customers' ability to transition to a cleaner energy and water economy - while continuing to deliver safe, reliable, and affordable service.
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By digitizing and automating infrastructure, Itron helps utilities and cities operate more efficiently, increase grid resilience and reliability, integrate distributed energy resources, enhance community services such as lighting, and provide responsible energy and water management.
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At Itron, we are committed to creating a more resourceful world—one where energy, water, and city resources are managed more safely, securely, and reliably, to help improve day-to-day life and promote the well-being of people around the world.
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Our intelligent infrastructure connects people, data, and devices to improve efficiency, resilience, and sustainability. Amid changing demand and evolving challenges, we help utilities and cities deliver safe, reliable, and affordable services. By leveraging smart endpoints and data insights, we enable cost-effective collaboration and innovation on a reliable, intelligent platform—creating a more resourceful world.
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We facilitate new ways for cities and utilities to work together so they can use data captured by intelligent endpoints, sensors, and systems to cost-effectively leverage their infrastructure to deliver multiple services and applications on a reliable, intelligent platform.
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These solutions may be delivered as part of a standalone, one-time purchase or an end-to-end solution spanning multiple years.
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Industry Drivers Utilities and municipalities are experiencing rapid change related to demand, affordability, reliability, and sustainability, which is impacting how they operate critical infrastructure, manage scarce resources, address impacts of climate disruption, and interact with their customers.
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Industry Drivers Utilities and municipalities face rapid changes in demand, affordability, reliability, workforce, and sustainability, reshaping how they manage infrastructure, resources, and customer engagement. Global priorities like efficient energy, water, and city resource management are challenged by population growth, rising consumption, extreme weather, grid complexity from distributed energy resources, and energy needs driven by data centers and artificial intelligence (AI).
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Efficiently managing resources within energy, water, and cities is a global priority, as increasing populations and resource consumption, along with extreme weather events, grid complexity from distributed energy resources, and energy requirements driven by data centers and growth in Artificial Intelligence (AI), increase the stress on aging infrastructure.
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Aging infrastructure, coupled with renewable integration, smart devices, sensors, and data proliferation, is forcing providers to rethink operations and service models—all amid cost pressures, regulatory demands, environmental concerns, safety requirements, and resource scarcity.
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The growing demand for energy, water, and municipal services coupled with the proliferation of renewable energy sources, smart communicating devices, sensors, and multiple data-producing technologies, as well as the growing need to manage distributed energy resources, is causing providers to rethink how they operate and service their cities.
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Total backlog represents committed but undelivered products and services for contracts and purchase orders at period-end. Twelve-month backlog represents the portion of total backlog that reflects our understanding of customer's desired deployment over the next 12 months.
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This evolution comes at a time when utilities and municipalities are challenged by cost constraints, regulatory requirements, environmental concerns, safety, and resource scarcity.
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Patrick 53 Senior Vice President, Device Solutions John F. Marcolini 53 Senior Vice President, Networked Solutions Donald L. Reeves 58 Senior Vice President, Outcomes Christopher E. Ware 57 Senior Vice President, General Counsel and Corporate Secretary David M. Wright 56 Vice President, Corporate Controller and Chief Accounting Officer Thomas L.
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There are no known regulations pending that will have a substantial adverse impact on our business, revenue, earnings, or cash flows.
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He began his career in Deloitte's external audit practice, from 1997 to 2008. Mr. Wright is a Certified Public Accountant licensed in the State of Washington. 7 Table of Contents
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Deitrich joined Itron in October 2015, serving as Itron's Executive Vice President and Chief Operating Officer until his promotion to CEO. From 2012 to September 2015, Mr. Deitrich was Senior Vice President and General Manager for Digital Networking at Freescale Semiconductor, Inc.
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(Freescale), and he served as the Senior Vice President and General Manager of Freescale's RF, Analog, Sensor, and Cellular Products Group from 2009 to 2012. Mr. Deitrich had other roles of increasing responsibility at Freescale from 2006 to 2009. Prior to Freescale, Mr. Deitrich worked for Flextronics, Sony-Ericsson/Ericsson, and GE. Mr.
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He began his career in Deloitte's external audit practice, from 1997 to 2008. He originally joined Itron in October 2008 as Assistant Controller for Technical Accounting followed by roles of increasing responsibility.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

48 edited+11 added−14 removed169 unchanged
Biggest changeWe are exposed to counterparty default risks with our financial institutions and insurance providers. If one or more of the depository institutions in which we maintain significant cash balances were to fail, our ability to access these funds might be temporarily or permanently limited, and we could face material liquidity problems and financial losses.
Biggest changeIf one or more of the depository institutions in which we maintain significant cash balances were to fail, our ability to access these funds might be temporarily or permanently limited, and we could face material liquidity problems and financial losses. 15 Table of Contents The counterparties of the capped call transactions relating to the 2024 Notes and the hedge and warrant transactions relating to our 2021 Notes are financial institutions or affiliates of financial institutions, and we will be subject to the risk that one or more of such counterparties may default under the transactions.
This indebtedness could have important consequences to us, including: • increasing our vulnerability to general economic and industry conditions • requiring a substantial portion of our cash flow used in operations to be dedicated to the payment of principal and interest, therefore reducing our liquidity and our ability to use our cash flow to fund our operations, capital expenditures, and future business opportunities • requiring us to meet specified financial ratios, a failure of which may result in restrictions on us and our subsidiaries to take certain actions or result in the declaration of an event of default, which, if not cured or waived, could require acceleration of required payments against such indebtedness and result in cross defaults under our other indebtedness • exposing us to the risk of increased market interest rates, and corresponding increased interest expense, as unhedged borrowings under the 2018 credit facility would be at variable rates of interest • limiting our ability to obtain additional financing for working capital, capital expenditures, debt service requirements, acquisitions, and general corporate or other purposes Our 2018 credit facility places restrictions on our ability, and the ability of many of our subsidiaries, dependent on meeting specified financial ratios, to, among other things: • incur more debt • pay dividends, make distributions, and repurchase capital stock • make certain investments • create liens • execute transactions with affiliates • execute sale lease-back transactions • merge or consolidate • transfer or sell assets Our ability to make scheduled payments on and/or to refinance our indebtedness depends on, and is subject to, our financial and operating performance, which is influenced in part by general economic, financial, competitive, legislative, regulatory, counterparty business, and other risks that are beyond our control, including the availability of financing in the U.S. banking system and capital markets.
This indebtedness could have important consequences to us, including: • increasing our vulnerability to general economic and industry conditions • requiring a substantial portion of our cash flow used in operations to be dedicated to the payment of principal and interest, therefore reducing our liquidity and our ability to use our cash flow to fund our operations, capital expenditures, and future business opportunities • requiring us to meet specified financial ratios, a failure of which may result in restrictions on us and our subsidiaries to take certain actions or result in the declaration of an event of default, which, if not cured or waived, could require acceleration of required payments against such indebtedness and result in cross defaults under our other indebtedness • exposing us to the risk of increased market interest rates, and corresponding increased interest expense, as unhedged borrowings under the 2025 credit facility would be at variable rates of interest • limiting our ability to obtain additional financing for working capital, capital expenditures, debt service requirements, acquisitions, and general corporate or other purposes Our 2025 credit facility places restrictions on our ability, and the ability of many of our subsidiaries, dependent on meeting specified financial ratios, to, among other things: • incur more debt • pay dividends, make distributions, and repurchase capital stock • make certain investments • create liens • execute transactions with affiliates • execute sale lease-back transactions • merge or consolidate • transfer or sell assets Our ability to make scheduled payments on and/or to refinance our indebtedness depends on, and is subject to, our financial and operating performance, which is influenced in part by general economic, financial, competitive, legislative, regulatory, counterparty business, and other risks that are beyond our control, including the availability of financing in the U.S. banking system and capital markets.
Acquisitions, investments, and divestitures involve numerous risks such as the diversion of senior management's attention; unsuccessful integration of the acquired or disintegration of the divested entity's personnel, operations, technologies, and products; unidentified or identified but non-indemnified pre-closing liabilities that we may be responsible for; incurrence of significant expenses to meet an 14 Table of Contents acquiree's customer contractual commitments; lack of market acceptance of new services and technologies; undiscovered cybersecurity breaches; difficulties in operating businesses in international legal jurisdictions; or transaction-related or other litigation, and other liabilities.
Acquisitions, investments, and divestitures involve numerous risks such as the diversion of senior management's attention; unsuccessful integration of the 13 Table of Contents acquired or disintegration of the divested entity's personnel, operations, technologies, and products; unidentified or identified but non-indemnified pre-closing liabilities that we may be responsible for; incurrence of significant expenses to meet an acquiree's customer contractual commitments; lack of market acceptance of new services and technologies; undiscovered cybersecurity breaches; difficulties in operating businesses in international legal jurisdictions; or transaction-related or other litigation, and other liabilities.
Other risks related to our international operations include lack of availability of qualified third-party financing, generally longer receivable collection periods than those commonly practiced in the United States, trade restrictions, changes in tariffs, sanctions, labor disruptions, difficulties in staffing and managing international operations, difficulties in imposing and enforcing operational and financial controls at international locations, potential insolvency of international distributors, 15 Table of Contents preference for local vendors, burdens of complying with different permitting standards and a wide variety of foreign laws, and obstacles to the repatriation of earnings and cash.
Other risks related to our international operations include lack of availability of qualified third-party financing, generally longer receivable collection periods than those commonly practiced in the United States, trade restrictions, changes in tariffs, sanctions, labor disruptions, difficulties in staffing and managing international operations, difficulties in imposing and enforcing operational and financial controls at international locations, potential insolvency of international distributors, 14 Table of Contents preference for local vendors, burdens of complying with different permitting standards and a wide variety of foreign laws, and obstacles to the repatriation of earnings and cash.
Therefore, the adaptation to new technologies or standards or the development and launch of new products or services could result in lower revenue, lower margins, and/or higher costs, which could unfavorably impact our financial performance. 9 Table of Contents Delays in the availability of or shortages in raw materials and component parts used in the manufacture of our products, as well as freight, labor, regulatory compliance, and other ancillary cost increases, could unfavorably impact our revenues and results of operations.
Therefore, the adaptation to new technologies or standards or the development and launch of new products or services could result in lower revenue, lower margins, and/or higher costs, which could unfavorably impact our financial performance. 8 Table of Contents Delays in the availability of or shortages in raw materials and component parts used in the manufacture of our products, as well as freight, labor, regulatory compliance, and other ancillary cost increases, could unfavorably impact our revenues and results of operations.
In addition, our inability to meet customer performance, safety, and service expectations may damage our reputation and could consequently limit our ability to retain existing customers and attract new customers, which would adversely affect our ability to generate revenue and unfavorably impact our operating results. 11 Table of Contents Product defects could disrupt our operations and result in harm to our reputation and financial position.
In addition, our inability to meet customer performance, safety, and service expectations may damage our reputation and could consequently limit our ability to retain existing customers and attract new customers, which would adversely affect our ability to generate revenue and unfavorably impact our operating results. 10 Table of Contents Product defects could disrupt our operations and result in harm to our reputation and financial position.
In addition, upon a default by the counterparty, we may suffer adverse tax consequences and more dilution than we currently anticipate with respect to our common stock. We can provide no assurance as to the financial stability or viability of any counterparty. The lenders of our 2018 credit facility include several participating financial institutions.
In addition, upon a default by the counterparty, we may suffer adverse tax consequences and more dilution than we currently anticipate with respect to our common stock. We can provide no assurance as to the financial stability or viability of any counterparty. The lenders of our 2025 credit facility include several participating financial institutions.
While we continually monitor and assess our interest rate risk relative to the value of related debt and have previously entered into derivative instruments to manage such risk, these instruments could be ineffective at mitigating all or a part of our risk, including changes to the applicable margin under our 2018 credit facility.
While we continually monitor and assess our interest rate risk relative to the value of related debt and have previously entered into derivative instruments to manage such risk, these instruments could be ineffective at mitigating all or a part of our risk, including changes to the applicable margin under our 2025 credit facility.
Our market is characterized by increasing complexity driven by evolving technology including AI, emerging laws and regulation, and the introduction of new competitive products, all of which impact the way our products and services are designed, developed, marketed, and delivered. The shift in, and increasing complexity of, our products and services mix involves judgment and entails risks.
Our market is characterized by increasing complexity driven by evolving technology including artificial intelligence (AI), emerging laws and regulation, and the introduction of new competitive products, all of which impact the way our products and services are designed, developed, marketed, and delivered. The shift in, and increasing complexity of, our products and services mix involves judgment and entails risks.
Risks Related to Our Corporate Structure and Organization Our indebtedness could restrict our operational flexibility and prevent us from raising additional capital or meeting our obligations under our debt instruments. As of December 31, 2024, our total outstanding indebtedness was $1.3 billion as described under Liquidity and Capital Resources.
Risks Related to Our Corporate Structure and Organization Our indebtedness could restrict our operational flexibility and prevent us from raising additional capital or meeting our obligations under our debt instruments. As of December 31, 2025, our total outstanding indebtedness was $1.3 billion as described under Liquidity and Capital Resources.
The lenders under the 2018 credit facility could also elect to terminate their commitments thereunder and cease making further loans, and such lenders could institute foreclosure proceedings against their collateral, and we could be forced into bankruptcy or liquidation. If we breach our covenants under the 2018 credit facility, we would be in default thereunder.
The lenders under the 2025 credit facility could also elect to terminate their commitments thereunder and cease making further loans, and such lenders could institute foreclosure proceedings against their collateral, and we could be forced into bankruptcy or liquidation. If we breach our covenants under the 2025 credit facility, we would be in default thereunder.
If we cannot obtain all necessary licenses on commercially reasonable terms, our customers may be forced to stop using our products. If we were unable to protect our information technology infrastructure and network against data corruption, cyber-based attacks or network security incidents caused by unauthorized access, we could be exposed to an increased risk of customer liability and reputational damage.
If we cannot obtain all necessary licenses on commercially reasonable terms, our customers may be forced to stop using our products. 16 Table of Contents If we were unable to protect our information technology infrastructure and network against data corruption, cyber-based attacks, or network security incidents caused by unauthorized access, we could be exposed to an increased risk of customer liability and reputational damage.
These economic conditions and global events have caused, and may in the future cause, disruptions and volatility in global financial markets, create disruption in customer demand and global supply chains, increase delinquency rates and write offs of customer accounting receivable and other unforeseen consequences.
These economic conditions and global events have caused, and may in the future cause, disruptions and volatility in global financial markets, create disruption in customer demand and global supply chains, increase delinquency rates and write offs of customer accounts receivable and other unforeseen consequences.
Such lenders could exercise their rights, as described above, and we could be forced into bankruptcy or liquidation. Although our debt instruments contain certain restrictions, these restrictions are subject to a number of qualifications and exceptions, including that certain trade payables do not constitute indebtedness. Additional indebtedness incurred in compliance with these restrictions could be substantial.
Such lenders could exercise their rights, as described above, and we could be forced into bankruptcy or liquidation. Although our debt instruments contain certain restrictions, these restrictions are subject to a number of qualifications and exceptions, including that certain trade payables do not constitute indebtedness. Additional indebtedness incurred in compliance 12 Table of Contents with these restrictions could be substantial.
The unlicensed frequencies are also often the subject of proposals to the FCC requesting a change in the rules under which such frequencies may be used. If the unlicensed frequencies become crowded to unacceptable levels, restrictive, or subject to changed rules governing their use, our business could be materially adversely affected.
The unlicensed frequencies are also often the subject of proposals to the FCC requesting a change in the rules under which such frequencies may be used. If the unlicensed frequencies become crowded to 19 Table of Contents unacceptable levels, restrictive, or subject to changed rules governing their use, our business could be materially adversely affected.
Additionally, the disruptions could delay our ability to meet customer orders and 16 Table of Contents could adversely affect our results of operations. Any labor disruptions could also have an impact on our other employees. Employee morale and productivity could suffer, and we may lose valued employees whom we wish to retain.
Additionally, the disruptions could delay our ability to meet customer orders and could adversely affect our results of operations. Any labor disruptions could also have an impact on our other employees. Employee morale and productivity could suffer, and we may lose valued employees whom we wish to retain.
In the United States, our 20 Table of Contents smart metering solutions are typically Part 15 devices that transmit information to (and receive information from, if applicable) handheld, mobile, or fixed network systems pursuant to these rules. We depend upon sufficient radio spectrum to be allocated by the FCC for our intended uses.
In the United States, our smart metering solutions are typically Part 15 devices that transmit information to (and receive information from, if applicable) handheld, mobile, or fixed network systems pursuant to these rules. We depend upon sufficient radio spectrum to be allocated by the FCC for our intended uses.
In December 2022, the Council of the European Union adopted OECD Pillar 2 for implementation by European Union member states by December 31, 2023. The resulting legislation in most countries where Itron has significant operations is taking effect for calendar year 2024.
In December 2022, the Council of the European Union adopted OECD Pillar 2 for implementation by European Union member states by December 31, 2023. The resulting legislation in most countries where Itron has significant operations took effect for calendar year 2024.
Additionally, our manufacturers may experience disruptions in their manufacturing operations due to equipment breakdowns, labor strikes or shortages, natural disasters and pandemics, component or material shortages, cybersecurity events (such as ransomware) that lead to extended downtime for the supplier or that lead to Itron intellectual property theft, rogue insiders impacting the quality or integrity of the products, cost increases, or other similar problems.
Additionally, our manufacturers may experience disruptions in their manufacturing operations due to equipment breakdowns, labor strikes or shortages, natural disasters and pandemics, component or material shortages, cybersecurity events (such as ransomware or the deployment of AI to find and exploit vulnerabilities) that lead to extended downtime for the supplier or that lead to Itron intellectual property theft, rogue insiders impacting the quality or integrity of the products, cost increases, or other similar problems.
Changes to those assumptions could have a significant effect on future contributions, as well as on our annual pension costs and/or result in a significant change to shareholders' equity. Legal and Regulatory Risks Changes in tax laws, valuation allowances, and unanticipated tax liabilities could adversely affect our effective income tax rate and profitability.
Changes to those assumptions could have a significant effect on future contributions, as well as on our annual pension costs and/or result in a significant change to shareholders' equity. 18 Table of Contents Legal and Regulatory Risks Changes in tax laws, valuation allowances, and unanticipated tax liabilities could adversely affect our effective income tax rate and profitability.
Based upon preliminary calculations for calendar year 2024, the Company anticipates it will meet the safe harbors in most jurisdictions, and any remaining top-up tax should be immaterial. A significant number of our products are affected by the availability and regulation of radio spectrum and could be affected by interference with the radio spectrum that we use.
Consistent with calculations for calendar year 2024, the Company anticipates it will meet the safe harbors in most jurisdictions in 2025, and any remaining top-up tax should be immaterial. A significant number of our products are affected by the availability and regulation of radio spectrum and could be affected by interference with the radio spectrum that we use.
If we are required to seek licenses under patents 17 Table of Contents or other intellectual property rights of others, we may not be able to acquire these licenses at acceptable terms, if at all.
If we are required to seek licenses under patents or other intellectual property rights of others, we may not be able to acquire these licenses at acceptable terms, if at all.
Adverse economic or market conditions, and perceptions or expectations about current or future conditions, such as inflation, rising interest rates, fluctuations in foreign currency exchange rates, recessions, economic sanctions, tariffs, natural disasters, epidemics or pandemics, political instability, wars, including the conflicts in Ukraine and Israel, are beyond our control and could unfavorably affect our business and financial condition.
Adverse economic or market conditions, and perceptions or expectations about current or future conditions, such as inflation, rising interest rates, fluctuations in foreign currency exchange rates, recessions, economic sanctions, tariffs, natural disasters, epidemics or pandemics, political instability, and wars are beyond our control and could unfavorably affect our business and financial condition.
We prepare our consolidated financial statements in accordance with U.S. generally accepted accounting principles (GAAP). These principles are subject to interpretation by the SEC and various bodies formed to create and interpret appropriate accounting principles and guidance.
We prepare our consolidated financial statements in accordance with U.S. generally accepted accounting principles (GAAP). These principles are subject to interpretation by the SEC and various bodies formed to create and interpret appropriate 11 Table of Contents accounting principles and guidance.
To the extent we incur additional indebtedness or other obligations, the risks described above and others described herein may increase. 13 Table of Contents The convertible note hedge and warrant transactions and capped call transactions may affect the value our common stock.
To the extent we incur additional indebtedness or other obligations, the risks described above and others described herein may increase. The convertible note hedge and warrant transactions and capped call transactions may affect the value our common stock.
A change in these principles or guidance, or in their interpretations, may have a material 12 Table of Contents effect on our reported results, as well as our processes and related controls, and may retroactively affect previously reported results.
A change in these principles or guidance, or in their interpretations, may have a material effect on our reported results, as well as our processes and related controls, and may retroactively affect previously reported results.
Our worldwide operations could be subject to hurricanes, tornadoes, earthquakes, floods, fires, extreme weather conditions, medical epidemics or pandemics, geopolitical instability, cybersecurity attacks, including ransomware, business email compromise, and distributed denial of service (DDoS), or other natural or man-made disasters or business interruptions.
Our worldwide operations could be subject to hurricanes, tornadoes, earthquakes, floods, fires, extreme weather conditions, medical epidemics or pandemics, geopolitical instability, cybersecurity attacks, including ransomware, phishing, or the deployment of AI to find and exploit vulnerabilities, business email compromise, and distributed denial of service (DDoS), or other natural or man-made disasters or business interruptions.
The 2018 credit facility bears, and other indebtedness we may incur in the future may bear, interest at a variable rate. As a result, at any given time interest rates on the 2018 credit facility and any other variable rate debt could be higher or lower than current levels.
Amounts borrowed under the 2025 credit facility bear, and other indebtedness we may incur in the future may bear, interest at a variable rate. As a result, at any given time interest rates on the 2025 credit facility and any other variable rate debt could be higher or lower than current levels.
Complying with privacy, data protection, and cybersecurity laws and requirements, including the enhanced obligations imposed by the GDPR and state privacy laws such as the CPRA, may result in significant increases to our business costs and impact our business practices.
We comply with the relevant laws in the multiple jurisdictions in which we do business. Complying with privacy, data protection, and cybersecurity laws and requirements, including the enhanced obligations imposed by the GDPR and state privacy laws such as the CPRA, may result in significant increases to our business costs and impact our business practices.
Any damage to, or failure of, these systems could result in interruptions in the services we provide to our utility customers. As we continue to add capacity to our existing and future data centers, we may move or transfer data.
We offer managed services and software utilizing several data center facilities located worldwide. Any damage to, or failure of, these systems could result in interruptions in the services we provide to our utility customers. As we continue to add capacity to our existing and future data centers, we may move or transfer data.
Our actual or perceived failure to achieve our ESG-related initiatives, goals, or commitments or to accurately track and report on these initiatives, goals and commitments on a timely basis could unfavorably impact our reputation or otherwise materially harm our business.
A failure or perceived failure to meet our goals or otherwise meet evolving and diverse stakeholder expectations regarding our ESG-related initiatives, goals, or commitments or to accurately track and report on these initiatives, goals and commitments on a timely basis, could unfavorably impact our reputation or otherwise materially harm our business.
This could result in increased borrowing costs for the Company if we utilize the credit facility. At December 31, 2024, there were no outstanding loan balances under the 2018 credit facility. We have pension benefit obligations, which could have a material impact on our earnings, liabilities, and shareholders' equity and could have significant adverse impacts in future periods.
At December 31, 2025, there were no outstanding loan balances under the 2025 credit facility. We have pension benefit obligations, which could have a material impact on our earnings, liabilities, and shareholders' equity and could have significant adverse impacts in future periods.
In recent years, our ability to obtain adequate supply of semiconductor components has impacted our ability to service customer demand in a timely manner. Temporary imbalance in supply and demand may create business uncertainties that include costs and availability.
In recent years, our ability to obtain adequate supply of semiconductor components has impacted our ability to service customer demand in a timely manner. Temporary imbalance in supply and demand may create business uncertainties that include costs and availability. Efforts 9 Table of Contents continue with suppliers to improve supply resiliency, including the approval of alternate sources.
We face competitive pressures from a variety of companies in each of the markets we serve. Some of our present and potential future competitors have, or may have, substantially greater financial, marketing, technical, or manufacturing resources and, in some cases, have greater name recognition, customer relationships, and experience.
Some of our present and potential future competitors have, or may have, substantially greater financial, marketing, technical, or manufacturing resources and, in some cases, have greater name recognition, customer relationships, and experience.
Our compliance with the annual internal control report requirement for each fiscal year will depend on the effectiveness of our financial reporting, data systems, and controls across our operating subsidiaries.
In addition, Section 404 under the Sarbanes-Oxley Act requires that our auditors attest to the operating effectiveness of our controls over financial reporting. Our compliance with the annual internal control report requirement for each fiscal year will depend on the effectiveness of our financial reporting, data systems, and controls across our operating subsidiaries.
As a company that processes confidential information related to our clients, vendors, and employees, including customer data and personally identifiable information, we are subject to compliance obligations under federal, state and foreign privacy, data protection, and cybersecurity-related laws, including federal, state and foreign security breach notification laws applicable to such data.
As a company that processes confidential information relating to our clients, vendors, and employees, such as personal information and customer data, we are subject to compliance obligations under federal, state, and foreign privacy protection, breach notification, and data security laws, regulations, and policies. These laws impact our data processing activities and obligations as both a data controller and data processor.
Depending on the jurisdiction, security incidents could trigger notice requirements to impacted individuals and regulatory investigations leading to penalties and increased reputational harm. As public awareness of data security events and privacy violations by other companies increases, actual or perceived concerns about our privacy and data security compliance measures may damage our reputation, whether such concerns are valid or invalid.
As public awareness of data security events and privacy violations by other companies increases, actual or perceived concerns about our privacy and data security compliance measures may damage our reputation, whether such concerns are valid or invalid.
Our current credit facility, originally entered on January 5, 2018 (as amended, the 2018 credit facility) allows us to draw on a $500.0 million revolving line of credit.
Our current credit facility, entered on September 25, 2025 (the 2025 credit facility) allows us to draw on a $750.0 million revolving line of credit.
The future enactment of more restrictive laws, rules or regulations and future enforcement actions or investigations could have materially adverse impacts, such as increased costs and restrictions on our businesses. Any such operational disruption and/or misappropriation of information could result in lost sales, unfavorable publicity, product recalls, or business delays and could have a material adverse effect on our business.
The future enactment of more restrictive laws, rules or regulations and future enforcement actions or investigations could have materially adverse impacts, such as increased costs and restrictions on our businesses.
There can be no assurance that these factors will not have a material adverse effect on our future international sales and, consequently, on our business, financial condition, and results of operations.
There can be no assurance that these factors will not have a material adverse effect on our future international sales and, consequently, on our business, financial condition, and results of operations. If we fail to maintain an effective system of internal controls, we may not be able to accurately report our financial results, prevent fraud, or maintain investor confidence.
Failing to comply with privacy, data protection, and cybersecurity laws and regulations could have a materially adverse effect on our reputation, results of operations or financial condition, or other adverse consequences. 18 Table of Contents The occurrence of security incidents could expose us to an increased risk of lawsuits, loss of existing or potential customers, harm to our reputation, and increases in our security costs.
Failing to comply with privacy, data protection, and cybersecurity laws and regulations could have a materially adverse effect on our reputation, results of operations or financial condition, or other adverse consequences.
Certain of our customer projects have in the past experienced, and may in the future experience, delays in deliveries, with revenues originally forecasted in prior periods shifting to future periods. We face competition, which may result in a loss of market share or price erosion of our products and services.
Currently, we have not identified any significant decrease in long-term customer demand for our products and services. Certain of our customer projects have in the past experienced, and may in the future experience, delays in deliveries, with revenues originally forecasted in prior periods shifting to future periods.
There is focus from certain investors, customers, employees, other stakeholders and regulators concerning environmental, social and governance matters (ESG). We announce initiatives and goals related to ESG matters from time to time, including renewable energy and net zero emissions commitments.
We announce initiatives and goals related to ESG matters from time to time, including renewable energy and net zero emissions commitments.
Efforts continue with suppliers to improve supply resiliency, including the approval of alternate sources. 10 Table of Contents Additionally, inflation in our raw materials and component costs, freight charges, sanctions, tariffs, and labor costs may increase above historical levels due to, among other things, the continuing impacts of an uncertain economic environment.
Additionally, inflation in our raw materials and component costs, freight charges, sanctions, tariffs, and labor costs may increase above historical levels due to, among other things, the continuing impacts of an uncertain economic environment. We may or may not be able to fully recover these increased costs through pricing actions with our customers.
We rely on information technology systems that may fail to operate effectively, require upgrades and replacements, or experience breaches. Our industry requires the continued operation of sophisticated information technology systems and network infrastructures, which may be subject to disruptions arising from events that are beyond our control.
Our industry requires the continued operation of sophisticated information technology systems and network infrastructures, which may be subject to disruptions arising from events that are beyond our control. We are dependent on information technology systems, including, but not limited to, networks, applications, and outsourced services. We continually enhance and implement new systems and processes throughout our global operations.
Noncompliance with applicable regulations or requirements could subject us to investigations, sanctions, enforcement actions, fines or litigation, which could unfavorably impact our business, operating results or financial condition. 21 Table of Contents Failure or perceived failure to meet our ESG goals or expectations or those set by growing public interest and government regulation of ESG topics could result in reputational harm or adversely affect our business.
Noncompliance with applicable regulations or requirements could subject us to investigations, sanctions, enforcement actions, fines or litigation, which could unfavorably impact our business, operating results or financial condition.
We have devoted significant resources and time to comply with the internal control over financial reporting requirements of the Sarbanes-Oxley Act. In addition, Section 404 under the Sarbanes-Oxley Act requires that our auditors attest to the operating effectiveness of our controls over financial reporting.
Effective internal controls are necessary for us to provide reliable and accurate financial reports and effectively prevent fraud. We have devoted significant resources and time to comply with the internal control over financial reporting requirements of the Sarbanes-Oxley Act.
The OECD continues to release more guidance on these rules and framework and we are evaluating the impact to our financial position. These enactments or amendments could adversely affect our tax rate and ultimately result in a negative impact on our operating results and cash flows.
Enactment through legislation will be required in order for this additional guidance to be effective and is expected to only be effective for years after 2025. These enactments or amendments could adversely affect our tax rate and ultimately result in a negative impact on our operating results and cash flows.
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We may or may not be able to fully recover these increased costs through pricing actions with our customers. Currently, we have not identified any significant decrease in long-term customer demand for our products and services.
Added
We face competition, which may result in a loss of market share or price erosion of our products and services. We face competitive pressures from a variety of companies in each of the markets we serve.
Removed
We may not achieve the anticipated savings and benefits from current or any future restructuring projects and such activities could cause us to incur additional charges in our efforts to improve profitability. We have implemented multiple restructuring projects to improve our cost structure, and we may engage in similar restructuring activities in the future.
Added
We are exposed to counterparty default risks with our financial institutions and insurance providers.
Removed
These restructuring activities reduce our available employee talent, assets, and other resources, which could slow research and development, impact ability to respond to customers, increase quality issues, temporarily reduce manufacturing efficiencies, and limit our ability to increase production quickly.
Added
The occurrence of security incidents could expose us to an increased risk of lawsuits, loss of existing or potential customers, harm to our reputation, and increases in our security costs. Depending on the jurisdiction, security incidents could trigger notice requirements to impacted individuals and regulatory investigations leading to penalties and increased reputational harm.
Removed
In addition, delays in implementing restructuring projects, unexpected costs, unfavorable negotiations with works councils or matters involving third-party service providers, our failure to retain key employees, changes in governmental policies or regulatory matters, adverse market conditions, or failure to meet targeted improvements could change the timing or reduce the overall savings realized from the restructuring project.
Added
Any such operational disruption and/or misappropriation of information could result in lost sales, unfavorable publicity, product recalls, or business delays and could have a material adverse effect on our business. 17 Table of Contents We rely on information technology systems that may fail to operate effectively, require upgrades and replacements, or experience breaches.
Removed
The successful implementation and execution of our restructuring projects are critical to achieving our expected cost savings as well as effectively competing in the marketplace and positioning us for future growth. If our restructuring projects were not executed successfully, it could have a material adverse effect on our competitive position, business, financial condition, cash flow, and results of operations.
Added
A sweeping legislative package formally titled "An act to provide for reconciliation pursuant to title II of H. Con. Res. 14" (the "Act"), and commonly referred to as the One Big Beautiful Bill Act, was signed into law on July 4, 2025.
Removed
If we fail to maintain an effective system of internal controls, we may not be able to accurately report our financial results, prevent fraud, or maintain investor confidence. Effective internal controls are necessary for us to provide reliable and accurate financial reports and effectively prevent fraud.
Added
The legislation includes numerous changes to existing tax law that are retroactive to the beginning of 2025, including provisions for the current deductibility of certain property additions and deductibility of current and previously capitalized domestic research and development costs.
Removed
The counterparties of the capped call transactions relating to the 2024 Notes and the hedge and warrant transactions relating to our 2021 Notes are financial institutions or affiliates of financial institutions, and we will be subject to the risk that one or more of such counterparties may default under the transactions.
Added
In our U.S. tax provision, we've elected to deduct 100% of all eligible property additions, and to accelerate all previously capitalized domestic research costs in 2025. These impacts have been incorporated into our provision for income taxes and cash tax forecasts.
Removed
These laws, which include the European Union (EU) General Data Protection Regulation (GDPR) and the California Privacy Rights Act of 2020 (CPRA), impact our data processing activities and obligations as both a data controller and data processor.
Added
Additionally, multiple changes are effective beginning in 2026 and we are continuing to evaluate the impacts they will have on our subsequent consolidated financial statements and related disclosures.
Removed
We are dependent on information technology systems, including, but not limited to, networks, applications, and outsourced services. We continually enhance and implement new systems and processes throughout our global operations. We offer managed services and software utilizing several data center facilities located worldwide.
Added
The OECD r eleased further guidance on January 6, 2026, which included new and revised safe harbor rules, including a new permanent safe harbor, and the framework for a "side-by-side" agreement that would exempt US-based multinational companies from all top-up taxes, other than qualified domestic top-up taxes imposed on subsidiaries in their countries of residence.
Removed
At December 31, 2024, there were no outstanding loan balances under the 2018 credit facility. The recent adoption of Secured Overnight Financing Rate (SOFR) may adversely affect our borrowing costs.
Added
Failure or perceived failure to meet our ESG goals or expectations or those set by growing public interest and government regulation of ESG topics could result in reputational harm or adversely affect our business. There is focus from certain investors, customers, employees, other stakeholders and regulators concerning environmental, social and governance matters (ESG).
Removed
In line with requirements following the discontinuation of LIBOR as a reference rate, the 2018 credit facility was amended in the fourth quarter of 2022 to replace LIBOR with SOFR plus a credit spread of 10 basis points.
Added
Furthermore, federal, state, and local regulatory 20 Table of Contents authorities, private organizations, and individuals may challenge our approach to ESG issues, including allegations that we failed in our efforts, should not have undertaken such efforts or that we improperly engaged other entities in our approach to ESG issues.
Removed
Certain Itron interest rate derivatives and a portion of Itron indebtedness bear interest at variable interest rates, primarily now based on SOFR, which is 19 Table of Contents subject to regulatory guidance and/or reform that could cause interest rates under our current or future debt agreements to perform differently than in the past or cause other unanticipated consequences.
Removed
Also, the use of SOFR based rates is relatively new, and there could be unanticipated difficulties or disruptions with the calculation and publication of SOFR based rates.
Removed
In particular, if the agent under the 2018 credit facility determines that SOFR Rates cannot be determined or the agent or the lenders determine that SOFR based rates do not adequately reflect the cost of funding the SOFR Loans, outstanding SOFR Loans will be converted into Replacement Rate Loans.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeThe ISSC consists of senior executives, including our CEO and CFO. The ISSC meets quarterly to discuss strategy and general updates and is advised by company personnel with expertise and experience in cybersecurity risk management. We have a risk management process utilizing a Governance, Risk, and Compliance system.
Biggest changeThe ISSC meets quarterly to discuss strategy and general updates and is advised by company personnel with expertise and experience in cybersecurity risk management including a combined six plus decades of experience in cybersecurity, data privacy, product security, and information technology along with key certifications in cybersecurity and data privacy.
In addition, Itron maintains SOC 1 and SOC 2 attestations for the majority of our customer-facing managed services businesses. Through third-party incident response experts, we conduct incident response tabletop exercises each year with both the technical teams and ISSC designed to improve our systems and processes, and we have included our Board in a similar exercise.
In addition, Itron maintains SOC 1 and SOC 2 attestations for the majority of our customer-facing managed services businesses. 21 Table of Contents Through third-party incident response experts, we conduct incident response tabletop exercises each year with both the technical teams and ISSC designed to improve our systems and processes, and we have included our Board in a similar exercise.
In the case where a contract with a vendor relates to our service to customers, the contractual terms for certain cybersecurity parameters are passed down to the vendor. We hold certifications to meet the requirements of 22 Table of Contents our customers and regulators, such as ISO 27001, IEC62443, and others.
In the case where a contract with a vendor relates to our service to customers, the contractual terms for certain cybersecurity parameters are passed down to the vendor. We hold certifications to meet the requirements of our customers and regulators, such as ISO 27001, IEC62443, and others.
Our security program uses a "defense in depth" philosophy, meaning that multiple controls must be breached for an attack to be successful. We maintain a series of both protective and detective controls to enable breakdown or bypass of protection mechanisms to be detected and escalated for response.
We have a risk management process utilizing a Governance, Risk, and Compliance system. Our security program uses a "defense in depth" philosophy, meaning that multiple controls must be breached for an attack to be successful. We maintain a series of both protective and detective controls to enable breakdown or bypass of protection mechanisms to be detected and escalated for response.
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The ISSC consists of senior executives, including our CEO and CFO.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeWe believe our properties are generally in good condition, well maintained and are suitable and adequate to carry on our business at capacity for the foreseeable future. In addition to our manufacturing facilities, we have numerous sales offices, research and development facilities, and distribution centers, which are located throughout the world. 23 Table of Contents
Biggest changeIn addition to our manufacturing facilities, we have numerous sales offices, research and development facilities, and distribution centers, which are located throughout the world.
The following table lists our major manufacturing facilities by region and location as of December 31, 2024: Region Location Square Footage North America Oconee, SC (O) 325,840 Europe, Middle East, and Africa Macon, France (O) Massy, France (L) Oldenburg, Germany (L) Asti, Italy (O) 203,513 64,357 90,212 55,834 Asia/Pacific Bekasi, Indonesia (O) 113,222 (O) - Manufacturing facility is owned (L) - Manufacturing facility is leased As of the end of 2024, the manufacturing facilities in Chasseneuil, France and Waseca, Minnesota have ceased production operations and are being closed.
The following table lists our major manufacturing facilities by region and location as of December 31, 2025: Region Location Square Footage North America Oconee, SC (O) 325,840 Europe, Middle East, and Africa Macon, France (O) Massy, France (L) Oldenburg, Germany (L) Asti, Italy (O) 203,513 64,357 90,212 55,834 Asia/Pacific Bekasi, Indonesia (O) 113,222 (O) - Manufacturing facility is owned (L) - Manufacturing facility is leased We believe our properties are generally in good condition, well maintained, and are suitable and adequate to carry on our business at capacity for the foreseeable future.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeIn 2007-2008, Itron acquired an industrial site located at 1310 Emerald Road, Greenwood, South Carolina. Previous site owners used various chlorinated solvents and potential contaminants at the site. In 2013, Itron entered into a voluntary cleanup contract with the South Carolina Department of Health and Environmental Control (DHEC). Itron completed that process in 2019.
Biggest changeSchlumberger, pursuant to the indemnification agreement, reimburses Itron for all remediation costs. In 2007-2008, Itron acquired an industrial site located at 1310 Emerald Road, Greenwood, South Carolina. Previous site owners used various chlorinated solvents and potential contaminants at the site. In 2013, Itron entered into a voluntary cleanup contract with the South Carolina Department of Health and Environmental Control (DHEC).
Pursuant to the SEC regulations, Itron uses a threshold of $1 million or more for purposes of determining whether disclosure of any such environmental proceedings is required. In conjunction with the Actaris S.p.A. (Actaris) acquisition in April 2007, Itron assumed Actaris's environmental cleanup liability and the related legal recourse for the Frosinone site in Italy.
Pursuant to the SEC regulations, Itron uses a threshold of $1 million or more for purposes of determining whether disclosure of any such environmental proceedings is required. 22 Table of Contents In conjunction with the Actaris S.p.A. (Actaris) acquisition in April 2007, Itron assumed Actaris's environmental cleanup liability and the related legal recourse for the Frosinone site in Italy.
In October 2021, DHEC sent Itron and three other potentially responsible parties (PRPs) a proposed site remediation plan with an estimated cost of $3.7 million. Itron objected to the proposed plan at a public hearing on November 4, 2021, and again in a letter to DHEC dated January 13, 2022.
Itron completed that process in 2019. In October 2021, DHEC sent Itron and three other potentially responsible parties (PRPs) a proposed site remediation plan with an estimated cost of $3.7 million. Itron objected to the proposed plan at a public hearing on November 4, 2021, and again in a letter to DHEC dated January 13, 2022.
The remediation plan proposal was approved by the Italian Authorities Higher Institute of Health (ISS) in September 2024. Itron recognized an additional $0.6 million in costs during the fourth quarter of 2024 related to the increase in forecasted provision required by the approved plan. Schlumberger, pursuant to the indemnification agreement, reimburses Itron for all remediation costs.
The remediation plan proposal was approved by the Italian Authorities Higher Institute of Health (ISS) in September 2024. Itron recognized an additional $0.6 million in costs during the fourth quarter of 2024 related to the increase in forecasted provision required by the approved plan. As of December 31, 2025, the remaining accrued balance is $2.6 million .

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest change(2) Excludes commissions. (3) Shares purchased may include shares transferred to us by certain employees who vested in restricted stock units and used shares to pay all, or a portion of, the related taxes. Holders At February 18, 2025, there were 140 holders of record of our common stock.
Biggest change(2) Effective November 10, 2025, Itron's Board of Directors authorized a repurchase program of up to $250 million of Itron's common stock over an 18-month period. (3) Excludes commissions. (4) Shares purchased may include shares transferred to us by certain employees who vested in restricted stock units and used shares to pay all, or a portion of, the related taxes.
The above presentation assumes $100 invested on December 31, 2019 in the common stock of Itron, Inc., the peer groups, and the NASDAQ Composite Index, with all dividends reinvested. With respect to companies in the peer groups, the returns of each such corporation have been weighted to reflect relative stock market capitalization at the beginning of each annual period plotted.
The above presentation assumes $100 invested on December 31, 2020 in the common stock of Itron, Inc., the peer groups, and the NASDAQ Composite Index, with all dividends reinvested. With respect to companies in the peer groups, the returns of each such corporation have been weighted to reflect relative stock market capitalization at the beginning of each annual period plotted.
The historical stock prices shown above for our common stock are not necessarily indicative of future price performance. 25 Table of Contents Each year, we reassess our peer group to identify global companies that are either direct competitors or have similar industry and business operating characteristics.
The historical stock prices shown above for our common stock are not necessarily indicative of future price performance. 24 Table of Contents Each year, we reassess our peer group to identify global companies that are either direct competitors or have similar industry and business operating characteristics.
Performance Graph The following graph compares the five-year cumulative total return to shareholders on our common stock with the five-year cumulative total return of our peer group of companies used for the year ended December 31, 2024, and the NASDAQ Composite Index. * $100 invested on December 31, 2019, in stock or index, including reinvestment of dividends.
Performance Graph The following graph compares the five-year cumulative total return to shareholders on our common stock with the five-year cumulative total return of our peer group of companies used for the year ended December 31, 2025, and the NASDAQ Composite Index. * $100 invested on December 31, 2020, in stock or index, including reinvestment of dividends.
Issuer Repurchase of Equity Securities Period Total Number of Shares Purchased (1)(3) Average Price Paid per Share (2) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Maximum Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs In thousands October 1, 2024 through October 31, 2024 — $ — — $ 100,000 November 1, 2024 through November 30, 2024 — — — 100,000 December 1, 2024 through December 31, 2024 — — — 100,000 Total — — (1) Effective September 19, 2024, Itron's Board of Directors authorized a repurchase program of up to $100 million of Itron's common stock over an 18-month period.
Issuer Repurchase of Equity Securities Period Total Number of Shares Purchased (1)(2)(4) Average Price Paid per Share (3) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Maximum Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs In thousands October 1, 2025 through October 31, 2025 — $ — — $ 100,000 November 1, 2025 through November 30, 2025 942,577 106.07 942,577 250,000 December 1, 2025 through December 31, 2025 — — — 250,000 Total 942,577 942,577 (1) Effective September 19, 2024, Itron's Board of Directors authorized a repurchase program of up to $100 million of Itron's common stock over an 18-month period.
Our 2024 peer group includes the following publicly traded companies: LM Ericsson Telephone Company, Landis+Gyr, Advanced Energy Industries, and Xylem, Inc. Our 2023 peer group includes the following publicly traded companies: LM Ericsson Telephone Company, Landis+Gyr, Mueller Water Products, and Xylem, Inc.
Our 2025 peer group includes the following publicly traded companies: LM Ericsson Telephone Company, Landis+Gyr, Advanced Energy Industries, and Xylem, Inc.
Dividends Since the inception of the Company, we have not declared or paid cash dividends. We intend to retain future earnings for the development of our business and do not anticipate paying cash dividends in the foreseeable future.
Holders At February 12, 2026, there were 136 holders of record of our common stock. Dividends Since the inception of the Company, we have not declared or paid cash dividends. We intend to retain future earnings for the development of our business and do not anticipate paying cash dividends in the foreseeable future.
Removed
In 2024, we added Advanced Energy Industries as a peer and removed Mueller Water Products to better reflect our business, 50% of which is focused on electricity.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeThe following tables and discussion highlight significant changes in trends or components of each operating segment: Year Ended December 31, In thousands 2024 % Change 2023 Segment revenues Device Solutions $ 476,577 5% $ 455,726 Networked Solutions 1,650,075 14% 1,450,291 Outcomes 314,185 17% 267,616 Total revenues $ 2,440,837 12% $ 2,173,633 Year Ended December 31, 2024 2023 In thousands Gross Profit Gross Margin Gross Profit Gross Margin Segment gross profit and margin Device Solutions $ 123,464 25.9% $ 105,917 23.2% Networked Solutions 597,780 36.2% 499,725 34.5% Outcomes 118,073 37.6% 108,266 40.5% Total gross profit and margin $ 839,317 34.4% $ 713,908 32.8% Year Ended December 31, In thousands 2024 % Change 2023 Segment operating expenses Device Solutions $ 29,942 (26)% $ 40,227 Networked Solutions 141,118 8% 130,804 Outcomes 66,343 15% 57,920 Corporate unallocated 337,804 (5)% 356,090 Total operating expenses $ 575,207 (2)% $ 585,041 Year Ended December 31, 2024 2023 In thousands Operating Income Operating Margin Operating Income Operating Margin Segment operating income and operating margin Device Solutions $ 93,522 19.6% $ 65,690 14.4% Networked Solutions 456,662 27.7% 368,921 25.4% Outcomes 51,730 16.5% 50,346 18.8% Corporate unallocated (337,804) NM (356,090) NM Total operating income and operating margin $ 264,110 10.8% $ 128,867 5.9% 33 Table of Contents Device Solutions The effects of changes in foreign currency exchange rates and the constant currency changes in certain Device Solutions segment financial results were as follows: Effect of Changes in Foreign Currency Exchange Rates Constant Currency Change Total Change Year Ended December 31, In thousands 2024 2023 Device Solutions Segment Revenues $ 476,577 $ 455,726 $ 578 $ 20,273 $ 20,851 Gross profit 123,464 105,917 (74) 17,621 17,547 Operating expenses 29,942 40,227 1 (10,286) (10,285) Revenues Revenues increased by $20.9 million in 2024, or 5%, compared with 2023.
Biggest changeThe following tables and discussion highlight significant changes in trends or components of each reportable segment: Year Ended December 31, In thousands 2025 % Change 2024 Segment revenues Device Solutions $ 447,081 (6)% $ 476,577 Networked Solutions 1,557,321 (6)% 1,650,075 Outcomes 359,743 15% 314,185 Resiliency Solutions 3,049 NM — Total revenues $ 2,367,194 (3)% $ 2,440,837 Year Ended December 31, 2025 2024 In thousands Adjusted Gross Profit Adjusted Gross Margin Adjusted Gross Profit Adjusted Gross Margin Segment adjusted gross profit and margin Device Solutions $ 139,399 31.2% $ 123,464 25.9% Networked Solutions 608,576 39.1% 597,780 36.2% Outcomes 142,904 39.7% 118,073 37.6% Resiliency Solutions 2,317 76.0% — NM Total adjusted gross profit and margin (1) $ 893,196 37.7% $ 839,317 34.4% Year Ended December 31, 2025 2024 In thousands Adjusted Operating Income (loss) Adjusted Operating Margin Adjusted Operating Income (loss) Adjusted Operating Margin Segment adjusted operating income (loss) and operating margin Device Solutions $ 108,717 24.3% $ 93,522 19.6% Networked Solutions 472,400 30.3% 456,662 27.7% Outcomes 76,992 21.4% 51,730 16.5% Resiliency Solutions (109) (3.6)% — NM Total segment adjusted operating income (loss) and operating margin $ 658,000 27.8% $ 601,914 24.7% (1) Refer to the Non-GAAP Measures section below on pages 43-46 for additional information on adjusted gross profit and margin. 32 Table of Contents Device Solutions The effects of changes in foreign currency exchange rates and the constant currency changes in certain Device Solutions segment financial results were as follows: Effect of Changes in Foreign Currency Exchange Rates Constant Currency Change Total Change Year Ended December 31, In thousands 2025 2024 Device Solutions Segment Revenues $ 447,081 $ 476,577 $ 8,839 $ (38,335) $ (29,496) Adjusted gross profit 139,399 123,464 1,691 14,244 15,935 Adjusted operating income 108,717 93,522 1,471 13,724 15,195 Revenues Revenues decreased by $29.5 million in 2025, or 6%, compared with 2024.
Changes in our actual tax rate are subject to several factors, including fluctuations in operating results, new or revised tax legislation and accounting pronouncements, changes in the level of business in domestic and foreign jurisdictions, research and development tax credits, state income taxes, adjustments to valuation allowances, settlement of tax audits, and uncertain tax positions, among other items.
Changes in our actual tax rate are subject to several factors, including fluctuations in operating results, new or revised tax legislation and accounting pronouncements, changes in the level of business in domestic and foreign jurisdictions, research and development tax credits, state income taxes, adjustments to valuation allowances, settlement of tax audits, and uncertain tax positions, among other items.
Certain operating expenses are allocated to the operating segments based upon internally established allocation methodologies. Interest income, interest expense, other income (expense), the income tax provision (benefit), and certain corporate operating expenses are neither allocated to the segments nor included in the measures of segment performance.
Certain operating expenses are allocated to the reportable segments based upon internally established allocation methodologies. Interest income, interest expense, other income (expense), the income tax provision (benefit), and certain corporate operating expenses are neither allocated to the segments nor included in the measures of segment performance.
See the cash flow discussion of operating and investing activities above. Off-balance sheet arrangements We have no off-balance sheet financing agreements or guarantees as defined by Item 303 of Regulation S-K at December 31, 2024 and 2023 that we believe could reasonably likely have a current or future effect on our financial condition, results of operations, or cash flows.
See the cash flow discussion of operating and investing activities above. Off-balance sheet arrangements We have no off-balance sheet financing agreements or guarantees as defined by Item 303 of Regulation S-K at December 31, 2025 and 2024 that we believe could reasonably likely have a current or future effect on our financial condition, results of operations, or cash flows.
Non-GAAP Measures To supplement our consolidated financial statements, which are prepared in accordance with accounting principles generally accepted in the United States (GAAP), we use certain adjusted or non-GAAP financial measures, including non-GAAP operating expense, non-GAAP operating income, non-GAAP net income, non-GAAP diluted earnings per share (EPS), adjusted EBITDA, free cash flow, and constant currency.
Non-GAAP Measures To supplement our consolidated financial statements, which are prepared in accordance with accounting principles generally accepted in the United States (GAAP), we use certain adjusted or non-GAAP financial measures, including non-GAAP operating expense, non-GAAP operating income, non-GAAP net income, non-GAAP diluted earnings per share (EPS), adjusted EBITDA, free cash flow, adjusted gross profit, adjusted operating income, and constant currency.
The financial and actuarial assumptions used at December 31, 2024 may differ materially from actual results due to changing market and economic conditions and other factors. These differences could result in a significant change in the amount of pension expense recognized in future periods.
The financial and actuarial assumptions used at December 31, 2025 may differ materially from actual results due to changing market and economic conditions and other factors. These differences could result in a significant change in the amount of pension expense recognized in future periods.
Non-GAAP Measures To supplement our consolidated financial statements, which are prepared in accordance with GAAP, we use certain non-GAAP financial measures, including non-GAAP operating expense, non-GAAP operating income, non-GAAP net income, non-GAAP diluted EPS, adjusted EBITDA, free cash flow, and constant currency.
Non-GAAP Measures To supplement our consolidated financial statements, which are prepared in accordance with GAAP, we use certain non-GAAP financial measures, including non-GAAP operating expense, non-GAAP operating income, non-GAAP net income, non-GAAP diluted EPS, adjusted EBITDA, free cash flow, adjusted gross profit, adjusted operating income, and constant currency.
Acquisition and integration related expenses include costs, which are incurred to affect and integrate business combinations, such as professional fees, certain employee retention and salaries related to integration, severances, contract terminations, travel costs related to knowledge transfer, system conversion costs, and asset impairment charges.
Acquisition and integration related expenses include costs, which are incurred to affect and integrate business combinations, such as professional fees; certain employee retention and salaries related to integration; employee severance; contract terminations; travel costs related to knowledge transfer; system conversion costs; and asset impairment charges.
Item 7: Management's Discussion and Analysis of Financial Condition and Results of Operations The following discussion and analysis compares the change in the consolidated financial statements for fiscal years 2024 and 2023 and should be read in conjunction with Item 8: Financial Statements and Supplementary Data.
Item 7: Management's Discussion and Analysis of Financial Condition and Results of Operations The following discussion and analysis compares the change in the consolidated financial statements for fiscal years 2025 and 2024 and should be read in conjunction with Item 8: Financial Statements and Supplementary Data.
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 41 Table of Contents orders, supplier contracts, and expectations of competitive, business and economic environments.
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, business and economic environments.
Non-GAAP net income and non-GAAP diluted EPS – We define non-GAAP net income as net income attributable to Itron, Inc. excluding the expenses associated with amortization of intangible assets, amortization of debt placement fees, restructuring, loss on sale of business, strategic initiative expenses, acquisition and integration related expenses, and the tax effect of excluding these expenses.
Non-GAAP net income and non-GAAP diluted EPS – We define non-GAAP net income as net income attributable to Itron, Inc. excluding the expenses associated with amortization of intangible assets, amortization of debt placement fees, restructuring, 43 Table of Contents loss on sale of business, strategic initiative expenses, acquisition and integration related expenses, and the tax effect of excluding these expenses.
As of December 31, 2024, we expect to make cash payments of approximately $64 million for variable compensation during the first quarter of 2025. 38 Table of Contents General Liquidity Overview We expect to grow through a combination of internal new research and development, licensing technology from and to others, distribution agreements, partnering arrangements, and acquisitions of technology or other companies.
As of December 31, 2025, we expect to make cash payments of approximately $49 million for variable compensation during the first quarter of 2026. 38 Table of Contents General Liquidity Overview We expect to grow through a combination of internal new research and development, licensing technology from and to others, distribution agreements, partnering arrangements, and acquisitions of technology or other companies.
For additional discussion related to income taxes, refer to Item 8: Financial Statements and Supplementary Data, Note 11: Income Taxes. 32 Table of Contents Operating Segment Results For a description of our operating segments, refer to Part I, Item 1: Business, Our Operating Segments included in this Annual Report on Form 10-K and the Overview section above.
For additional discussion related to income taxes, refer to Item 8: Financial Statements and Supplementary Data, Note 11: Income Taxes. 31 Table of Contents Reportable Segment Results For a description of our reportable segments, refer to Part I, Item 1: Business, Our Reportable Segments included in this Annual Report on Form 10-K and the Overview section above.
For comparisons of fiscal years 2023 and 2022, see our Management's Discussion and Analysis of Financial Condition and Results of Operations in Part II, Item 7 of our 2023 Annual Report on Form 10-K, filed with the Securities and Exchange Commission (SEC) on February 26, 2024, and incorporated herein by reference.
For comparisons of fiscal years 2024 and 2023, see our Management's Discussion and Analysis of Financial Condition and Results of Operations in Part II, Item 7 of our 2024 Annual Report on Form 10-K, filed with the Securities and Exchange Commission (SEC) on February 25, 2025, and incorporated herein by reference.
Utilities leverage these outcomes to unlock the capabilities of their networks and devices, improve the productivity of their workforce, increase the reliability of their operations, manage and optimize the proliferation of distributed energy resources (DERs), address grid complexity, and enhance the customer experience.
Utilities leverage these outcomes to unlock the capabilities of their networks and devices, improve the productivity of their workforce, increase the reliability of their operations, manage and optimize the proliferation of DERs, address grid complexity, and enhance the customer experience.
Networked Solutions – This segment primarily includes a combination of communicating devices (e.g., smart meters, modules, endpoints, and sensors), network infrastructure, network design services, and associated head-end management and application software designed and sold as a complete solution for acquiring and transporting robust application-specific data.
Networked Solutions – This segment primarily includes a combination of communicating endpoints (e.g., smart meters, modules, endpoints, and sensors), network infrastructure, network design services, and associated headend management and application software designed and sold as a complete solution for acquiring and transporting robust application-specific data.
These bonds are assigned different weights to adjust their relative influence on the yield curve, and the highest and lowest yielding 10% of bonds are excluded within each maturity group. The discount rate used, depending on the duration of the plans, were between 3.00% and 3.50%.
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 3.00% and 4.00%.
Our comprehensive solutions and data analytics address the unique challenges facing the energy, water, and municipality sectors, including increasing demand on resources, non-technical loss, leak detection, environmental and regulatory compliance, and improved operational reliability. We operate under the Itron brand worldwide and manage and report under three operating segments: Device Solutions, Networked Solutions, and Outcomes.
Our comprehensive solutions and data analytics address the unique challenges facing the energy, water, and municipality sectors, including increasing demand on resources, non-technical loss, leak detection, environmental and regulatory compliance, and improved operational reliability. We operate under the Itron brand worldwide and manage and report under four reportable segments: Device Solutions, Networked Solutions, Outcomes, and Resiliency Solutions.
Estimated pension benefit payments include amounts to be paid from our assets for unfunded plans and reflect expected future service. The following table summarizes our known obligations to make future payments pursuant to certain contracts as of December 31, 2024.
Estimated pension benefit payments include amounts to be paid from our assets for unfunded plans and reflect expected future service. 37 Table of Contents The following table summarizes our known obligations to make future payments pursuant to certain contracts as of December 31, 2025.
The weighted average discount rate used to measure the projected benefit obligation for all of the plans at December 31, 2024 was 4.04%. A change of 100 basis points in the discount rate would change our projected benefit obligation by approximately $9.0 million.
The weighted average discount rate used to measure the projected benefit obligation for all of the plans at December 31, 2025 was 4.42%. A change of 100 basis points in the discount rate would change our projected benefit obligation by approximately $9.0 million.
The Industrial Internet of Things (IIoT) solutions supported by this segment include automated meter reading (AMR); advanced metering infrastructure (AMI) for electricity, water, and gas; distributed energy resource management (DERMs); grid edge devices; distribution automation communications; smart street lighting; smart city sensors and applications; and leak detection and applications for both gas and water systems.
The Industrial Internet of Things (IIoT) solutions supported by this segment include automated meter reading (AMR) and advanced metering infrastructure (AMI) for electricity, water, and gas; distributed energy resource management (DERMs); grid edge devices; distribution automation communications; smart lighting; and smart city sensors and applications.
These convertible notes accrue interest at a rate of 1.375% per annum, payable semi-annually in arrears on January 15 and July 15 of each year, beginning on January 15, 2025. The notes will mature on July 15, 2030, unless earlier repurchased, redeemed, or converted in accordance with their terms.
These convertible notes accrue interest at a rate of 1.375% per annum, payable semi-annually in arrears on January 15 and July 15 of each year, with the first payment made January 15, 2025. The 2024 Notes will mature on July 15, 2030, unless earlier repurchased, redeemed, or converted in accordance with their terms.
At December 31, 2024, $3.6 million of our consolidated cash balance was held in our joint venture entities. As a result, the minority shareholders of these entities have rights to their proportional share of this cash balance, and there may be limitations on our ability to repatriate cash to the United States from these entities.
At December 31, 2025, $4.2 million of our consolidated cash balance was held in our joint venture entities. As a result, the minority shareholders of these entities have rights to their proportional share of this cash balance, and there may be limitations on our ability to repatriate cash to the United States from these entities.
The purchase orders may include durations longer than one year, but these long-term agreements generally 37 Table of Contents contain termination clauses that could require payment if the commitments were canceled, and as such the total above is considered short-term as of December 31, 2024. Other long-term liabilities consist of warranty obligations, estimated pension benefit payments, and other obligations.
The purchase orders may include durations longer than one year, but these long-term agreements generally contain termination clauses that could require payment if the commitments were canceled, and as such the total above is considered short-term as of December 31, 2025. Other long-term contractual obligations consist of warranty obligations and estimated pension benefit payments.
Our IIoT platform allows utility and smart city applications to be run and managed on a flexible multi-purpose network. Outcomes – This segment primarily includes our value-added, enhanced software and services in which we enable grid edge intelligence and manage, organize, analyze, and interpret raw, anonymized data using artificial intelligence, machine learning, statistical modeling, and other analytics.
Our IIoT platform allows utility and smart city applications to be run and managed on a flexible, secure, and interoperable multi-purpose network. Outcomes – This segment primarily includes our value-added, enhanced software and services in which we utilize distributed compute to manage, organize, analyze, and interpret raw, anonymized data using artificial intelligence, machine learning, statistical modeling, and other analytics.
Our executive compensation plans exclude non-cash charges related to amortization of intangibles and certain discrete cash and non-cash charges, such as restructuring, loss on sale of business, strategic initiative expenses, or acquisition and integration related expenses.
Our executive compensation plans exclude non-cash charges related to amortization of intangibles and depreciation of property, plant, an equipment and certain discrete cash and non-cash charges, such as restructuring, loss on sale of business, strategic initiative expenses, or acquisition and integration related expenses.
Our tax rate for the year ended December 31, 2024 differed from the U.S. federal statutory tax rate of 21% due to changes in valuation allowances, the level of profit or losses in domestic and international jurisdictions, stock-based compensation, tax credits, settlement of tax audits, and uncertain tax positions.
Our tax rate for the year ended December 31, 2025 differed from the U.S. federal statutory tax rate of 21% due to changes in valuation allowances, the level of profit or losses in domestic and international jurisdictions, stock-based compensation, tax credits, expiration of statute of limitations, and uncertain tax positions.
Networked Solutions includes products and software for the implementation, installation, and management of communicating devices and data networks.
Networked Solutions includes products, software and services for the implementation, installation, and management of communicating endpoints and data networks.
Examples from the Device Solutions portfolio include: standard endpoints that are shipped without Itron communications, such as our standard electricity, gas, and water meters for a variety of global markets and adhering to regulations and standards within those markets, as well as our heat and allocation products; communicating meters that may be sold as part of an Itron end-to-end solution and designed to meet market requirements; and the implementation and installation of communicating and non-communicating devices.
Examples from the Device Solutions portfolio include: standard endpoints that are shipped without Itron communications, such as our standard electricity, gas, and water meters for a variety of global markets and adhering to regulations and standards within those markets, as well as our heat and allocation products; communicating meters designed to operate outside of Itron end-to-end solutions and designed to meet market requirements; and the implementation and installation of associated devices.
For further details regarding our restructuring activities, refer to Item 8: Financial Statements and Supplementary Data, Note 13: Restructuring. Stock Repurchase Programs Effective September 19, 2024, Itron's Board of Directors authorized a repurchase up to $100 million of our common stock over an 18-month period (the 2024 Stock Repurchase Program).
For further details regarding our restructuring activities, refer to Item 8: Financial Statements and Supplementary Data, Note 13: Restructuring. Stock Repurchase Programs Effective November 10, 2025, Itron's Board of Directors authorized a repurchase up to $250 million of our common stock over an 18-month period (the 2025 Stock Repurchase Program).
Accordingly, the amount of taxes that we would need to accrue and pay to repatriate foreign cash could vary significantly. Other Liquidity Considerations In certain of our consolidated international subsidiaries, we have joint venture partners who are minority shareholders.
Tax is only one of the many factors that we consider in the management of global cash. Accordingly, the amount of taxes that we would need to accrue and pay to repatriate foreign cash could vary significantly. Other Liquidity Considerations In certain of our consolidated international subsidiaries, we have joint venture partners who are minority shareholders.
Refer to Item 8: Financial Statements and Supplementary Data, Note 4: Intangible Assets and Liabilities and Note 13: Restructuring for more details.
Refer to Item 8: Financial Statements and Supplementary Data, Note 13: Restructuring for more details.
The repurchase program is intended to comply with Rule 10b-18 promulgated under the Securities Exchange Act of 1934, as amended. We repurchased no shares under the 2024 Stock Repurchase Program.
The repurchase program is intended to comply with Rule 10b-18 promulgated under the Securities Exchange Act of 1934, as amended.
In thousands Next 12 months Beyond the next 12 months Warranty obligations $ 14,302 $ 7,839 Estimated pension benefit payments 4,606 59,537 The period of cash settlement for long-term unrecognized tax benefits, which include accrued interest and penalties, cannot be reasonably estimated with the respective taxing authorities.
In thousands Next 12 months Beyond the next 12 months Warranty obligations $ 10,868 $ 7,350 Estimated pension benefit payments 4,874 61,998 The period of cash settlement for long-term unrecognized tax benefits, which include accrued interest and penalties, cannot be reasonably estimated with the respective taxing authorities.
Outcomes supports high-value use cases, such as data management, grid operations, distributed intelligence, AMI operations, gas distribution and safety, water operations management, revenue assurance, DERMs, energy forecasting, consumer engagement, smart payment, and fleet energy resource management.
Outcomes supports high-value use cases, such as data management, grid planning and operations, AMI operations, gas distribution safety, non-revenue water reduction, revenue assurance, distributed energy resources (DER) management, energy forecasting, consumer engagement, and smart payment.
For the year ended December 31, 2024, we paid out $32.0 million related to all our restructuring projects. As of December 31, 2024, $41.3 million was accrued for these restructuring projects, of which $24.3 million is expected to be paid within the next 12 months.
For the year ended December 31, 2025, we paid out $26.4 million related to all our restructuring projects. As of December 31, 2025, $19.0 million was accrued for these restructuring projects, of which $15.0 million is expected to be paid within the next 12 months.
However, that date may be advanced to December 14, 2025 if Itron does not settle or extend a sufficient portion of the outstanding 2021 convertible notes, as detailed in the seventh amendment. On March 12, 2021, we closed the sale of $460 million in convertible notes (the 2021 Notes) in a private placement to qualified institutional buyers.
However, that date may be advanced to April 15, 2030 if we do not settle or extend a sufficient portion of our outstanding convertible notes, as detailed in the 2025 credit facility. On March 12, 2021, we closed the sale of $460 million in convertible notes (the 2021 Notes) in a private placement to qualified institutional buyers.
Our cash income tax payments were as follows: Year Ended December 31, In thousands 2024 2023 U.S. federal taxes paid $ 42,224 $ 28,440 State income taxes paid 9,250 17,519 Foreign and local income taxes paid 28,698 8,591 Total income taxes paid $ 80,172 $ 54,550 Based on current projections, we expect to pay, net of refunds, approximately $67 million in U.S. federal and state taxes and $14 million in foreign and local income taxes in 2025.
Our cash income tax payments were as follows: Year Ended December 31, In thousands 2025 2024 U.S. federal taxes paid $ 29,000 $ 42,224 State income taxes paid 8,595 9,250 Foreign and local income taxes paid 18,721 28,698 Total income taxes paid $ 56,316 $ 80,172 Based on current projections, we expect to pay, net of refunds, approximately $6 million in U.S. state taxes and $18 million in foreign and local income taxes in 2026.
We define non-GAAP diluted EPS as non-GAAP net income divided by diluted weighted-average shares outstanding during the period calculated on a GAAP basis and then reduced to reflect any anti-dilutive impact of the convertible notes hedge transactions.
We define non-GAAP diluted EPS as non-GAAP net income divided by diluted weighted-average shares outstanding during the period calculated on a GAAP basis and then reduced to reflect any anti-dilutive impact of the convertible notes hedge transactions. We consider these financial measures to be useful metrics for management and investors for the same reasons that we use non-GAAP operating income.
We calculate free cash flows, using amounts from our Consolidated Statements of Cash Flows, as follows: Year Ended December 31, In thousands 2024 2023 Cash provided by operating activities $ 238,175 $ 124,971 Acquisitions of property, plant, and equipment (30,562) (26,884) Free cash flow $ 207,613 $ 98,087 Free cash flow increased due to higher operating cash flow, partially offset by higher spending for property, plant, and equipment.
We calculate free cash flows, using amounts from our Consolidated Statements of Cash Flows, as follows: Year Ended December 31, In thousands 2025 2024 Cash provided by operating activities $ 405,952 $ 238,175 Acquisitions of property, plant, and equipment (22,891) (30,562) Free cash flow $ 383,061 $ 207,613 Free cash flow increased due to higher operating cash flow, as well as decreased spending for property, plant, and equipment.
The same limitations described above regarding our use of adjusted EBITDA apply to our use of free cash flow. We compensate for these limitations by providing specific information regarding the GAAP amounts in the reconciliation.
The same limitations described above regarding our use of adjusted EBITDA apply to our use of free cash flow. We compensate for these limitations by providing specific information regarding the GAAP amounts in the reconciliation. Adjusted gross profit – We define adjusted gross profit as gross profit excluding the amortization expense of core-developed technology intangible assets.
Financial Condition Cash Flow Information Year Ended December 31, In thousands 2024 2023 2022 Net cash provided by operating activities $ 238,175 $ 124,971 $ 24,500 Net cash provided by (used in) investing activities (63,412) (23,308) 40,516 Net cash provided by (used in) financing activities 579,573 (3,508) (18,737) Effect of exchange rates on cash and cash equivalents (5,148) 1,887 (6,851) Increase in cash and cash equivalents $ 749,188 $ 100,042 $ 39,428 Cash and cash equivalents at December 31, 2024 was $1.05 billion compared with $302.0 million at December 31, 2023.
Financial Condition Cash Flow Information Year Ended December 31, In thousands 2025 2024 2023 Net cash provided by operating activities $ 405,952 $ 238,175 $ 124,971 Net cash used in investing activities (349,652) (63,412) (23,308) Net cash provided by (used in) financing activities (97,462) 579,573 (3,508) Effect of exchange rates on cash and cash equivalents 10,322 (5,148) 1,887 (Decrease) increase in cash and cash equivalents $ (30,840) $ 749,188 $ 100,042 Cash and cash equivalents at December 31, 2025 was $1.02 billion compared with $1.05 billion at December 31, 2024.
For a description of our letters of credit and performance bonds, and the amounts available for additional borrowings or letters of credit under our lines of credit, including the revolver that is part of our 2018 credit facility, refer to Item 8: Financial Statements and Supplementary Data, Note 12: Commitments and Contingencies.
Refer to Item 8: Financial Statements and Supplementary Data , Note 2: Earnings Per Share and Note 14: Shareholders' Equity for further details of the convertible note hedge transactions and warrant transactions. 36 Table of Contents For a description of our letters of credit and performance bonds, and the amounts available for additional borrowings or letters of credit under our lines of credit, including the revolver that is part of our 2025 credit facility, refer to Item 8: Financial Statements and Supplementary Data, Note 12: Commitments and Contingencies.
The revolver also contains a $300 million standby letter of credit sub-facility and a $50 million swingline sub-facility. At December 31, 2024, no amount was outstanding under the 2018 credit facility, and $46.0 million was utilized by outstanding standby letters of credit, resulting in $454.0 million available for borrowing.
The revolver includes a standby letter of credit sub-facility in the amount of $300 million , and a swingline sub-facility in the amount of $50 million . As of December 31, 2025, no amount was outstanding under the 2025 credit facility, and $43.8 million was utilized by outstanding standby letters of credit, resulting in $706.2 million available for borrowing.
This movement was primarily related to net cash used for the acquisition of Elpis Squared for $34.1 million along with $3.7 million increased purchases of property, plant, and equipment in 2024. Financing activities Net cash provided by financing activities during 2024 was $579.6 million, compared with $3.5 million used in 2023.
This movement was primarily related to net cash used for the acquisition of Urbint of $325.0 million in 2025 and compared with the acquisition of Elpis Squared for $34.1 million in 2024, along with $7.7 million decreased purchases of property, plant, and equipment in 2025.
The net increase was driven by a $25.3 million increase in interest income primarily due to interest earned from the cash proceeds of the 2024 Notes, as well increased other income due to a $3.1 million foreign currency loss recognized in 2023 compared with a gain of $1.1 million in 2024.
The net increase was driven by a $13.8 million increase in interest income primarily due to interest earned from the cash proceeds of the 2024 Notes, as well as increased other income due to a $2.1 million pension expense credit recognized in 2025.
Other contractual obligations and commitments Operating lease obligations are disclosed in Item 8: Financial Statements and Supplementary Data, Note 19: Leases and do not include common area maintenance charges, real estate taxes, and insurance charges for which we are obligated. Amounts due under operating lease liabilities during 2025 are $15.9 million and are $27.6 million for 2026 and beyond.
The purchase was funded through cash on hand. Other contractual obligations and commitments Operating lease obligations are disclosed in Item 8: Financial Statements and Supplementary Data, Note 19: Leases and do not include common area maintenance charges, real estate taxes, and insurance charges for which we are obligated.
Free cash flow (Non-GAAP) To supplement our Consolidated Statements of Cash Flows presented on a GAAP basis, we use the non-GAAP measure of free cash flow to analyze cash flows generated from our operations.
Our foreign currency exposure relates to non-U.S. dollar denominated balances in our international subsidiary operations. 35 Table of Contents Free cash flow (Non-GAAP) To supplement our Consolidated Statements of Cash Flows presented on a GAAP basis, we use the non-GAAP measure of free cash flow to analyze cash flows generated from our operations.
This increase was primarily due to increased earnings and working capital conversion, partially offset by higher restructuring and variable compensation payments in 2024. Investing activities Net cash used in investing activities in 2024 was $63.4 million, compared with net cash used in investing activities in 2023 of $23.3 million.
Operating activities Cash provided by operating activities in 2025 was $167.8 million higher than in 2024. This increase was primarily due to increased earnings and working capital conversion. Investing activities Net cash used in investing activities in 2025 was $349.7 million, compared with net cash used in investing activities in 2024 of $63.4 million.
Other Income (Expense) The following table shows the components of other income (expense): Year Ended December 31, In thousands 2024 % Change 2023 Interest income $ 34,577 271% $ 9,314 Amortization of prepaid debt fees (5,489) 50% (3,664) Other interest expense (9,890) 111% (4,685) Interest expense (15,379) 84% (8,349) Other income (expense), net 1,223 NM (2,446) Total other income (expense) $ 20,421 NM $ (1,481) Total other income (expense) for the year ended December 31, 2024 was net income of $20.4 million compared with net expense of $1.5 million in 2023.
Other Income (Expense) The following table shows the components of other income (expense): Year Ended December 31, In thousands 2025 % Change 2024 Interest income $ 48,376 40% $ 34,577 Amortization of prepaid debt fees (7,077) 29% (5,489) Other interest expense (15,374) 55% (9,890) Interest expense (22,451) 46% (15,379) Other income (expense), net 3,274 168% 1,223 Total other income (expense) $ 29,199 43% $ 20,421 Total other income (expense) for the year ended December 31, 2025 was net other income of $29.2 million compared with net other income of $20.4 million in 2024.
For stock options, the fair value was estimated at the date of grant using the Black-Scholes option-pricing model, which included assumptions for the expected volatility, risk-free interest rate, expected term and dividend yield. 42 Table of Contents In valuing our restricted stock units with a market condition and stock options, significant judgment is required in determining the expected volatility of our common stock and the expected life that individuals will hold their stock options prior to exercising.
For phantom stock units, fair value is the market close price of our common stock at the end of each reporting period. 42 Table of Contents For stock options, the fair value was estimated at the date of grant using the Black-Scholes option-pricing model, which included assumptions for the expected volatility, risk-free interest rate, expected term and dividend yield.
For further description of our borrowings, refer to Item 8: Financial Statements and Supplementary Data, Note 6: Debt. Refer to Item 8: Financial Statements and Supplementary Data , Note 2: Earnings Per Share and Note 14: Shareholders' Equity for further details of the convertible note hedge transactions and warrant transactions.
For further description of our borrowings, refer to Item 8: Financial Statements and Supplementary Data, Note 6: Debt.
Effect of exchange rates on cash and cash equivalents The effect of exchange rates on the cash balances of currencies held in foreign denominations resulted in a decrease of $5.1 million in 2024 and an increase of $1.9 million in 2023. Our foreign currency exposure relates to non-U.S. dollar denominated balances in our international subsidiary operations.
Effect of exchange rates on cash and cash equivalents The effect of exchange rates on the cash balances of currencies held in foreign denominations resulted in an increase of $10.3 million in 2025 and a decrease of $5.1 million in 2024.
Accordingly, there is no provision for U.S. deferred taxes on this cash. If this cash were repatriated to fund U.S. operations, additional withholding tax costs may be incurred. Tax is only one of the many factors that we consider in the management of global cash.
As a result of recent changes in U.S. tax legislation, any repatriation in the future would not result in U.S. federal income tax. Accordingly, there is no provision for U.S. deferred taxes on this cash. If this cash were repatriated to fund U.S. operations, additional withholding tax costs may be incurred.
Refer to Operating Segment Results section below for further detail on total company revenues and gross margin. 31 Table of Contents Operating Expenses The actual results of and effects of changes in foreign currency exchange rates on operating expenses were as follows: Effect of Changes in Foreign Currency Exchange Rates Constant Currency Change Total Change Year Ended December 31, In thousands 2024 2023 Total Company Sales, general and administrative $ 339,069 $ 312,779 $ 279 $ 26,011 $ 26,290 Research and development 215,034 208,688 193 6,153 6,346 Amortization of intangible assets 17,828 18,918 26 (1,116) (1,090) Restructuring 2,679 43,989 19 (41,329) (41,310) Loss on sale of business 597 667 (6) (64) (70) Total operating expenses $ 575,207 $ 585,041 $ 511 $ (10,345) $ (9,834) Operating expenses decreased $9.8 million for the year ended December 31, 2024 as compared with the same period in 2023.
Refer to Reportable Segment Results section below for further detail on total company revenues and gross margin. 30 Table of Contents Operating Expenses The actual results of and effects of changes in foreign currency exchange rates on operating expenses were as follows: Effect of Changes in Foreign Currency Exchange Rates Constant Currency Change Total Change Year Ended December 31, In thousands 2025 2024 Total Company Sales, general and administrative $ 352,965 $ 339,069 $ 1,636 $ 12,260 $ 13,896 Research and development 207,041 215,034 (332) (7,661) (7,993) Amortization of intangible assets 18,034 17,828 116 90 206 Restructuring 931 2,679 82 (1,830) (1,748) Loss on sale of business 79 597 (24) (494) (518) Total operating expenses $ 579,050 $ 575,207 $ 1,478 $ 2,365 $ 3,843 Operating expenses increased $3.8 million for the year ended December 31, 2025 as compared with the same period in 2024.
As of December 31, 2024, there was $46.1 million of cash and short-term investments held by certain foreign subsidiaries in which we are permanently reinvested for tax purposes. As a result of recent changes in U.S. tax legislation, any repatriation in the future would not result in U.S. federal income tax.
We expect net refunds of approximately $25 million in U.S. federal taxes. As of December 31, 2025, there was $70.3 million of cash and short-term investments held by certain foreign subsidiaries in which we are permanently reinvested for tax purposes.
As a result, we estimate the standalone selling price using either the adjusted market assessment approach or the expected cost plus a margin approach.
For goods or services where we have observable standalone sales, the observable standalone sales are used to determine the standalone selling price. Where we do not have standalone sales, we estimate the standalone selling price using either the adjusted market assessment approach or the expected cost plus a margin approach.
We consider these financial measures to be useful metrics for management and investors 43 Table of Contents for the same reasons that we use non-GAAP operating income. The same limitations described above regarding our use of non-GAAP operating income apply to our use of non-GAAP net income and non-GAAP diluted EPS.
The same limitations described above regarding our use of non-GAAP operating income apply to our use of non-GAAP net income and non-GAAP diluted EPS.
TOTAL COMPANY RECONCILIATIONS Year Ended December 31, In thousands, except per share data 2024 2023 NON-GAAP OPERATING EXPENSES GAAP operating expenses $ 575,207 $ 585,041 Amortization of intangible assets (17,828) (18,918) Restructuring (2,679) (43,989) Loss on sale of business (597) (667) Strategic initiative — 5 Acquisition and integration (723) (144) Non-GAAP operating expenses $ 553,380 $ 521,328 NON-GAAP OPERATING INCOME GAAP operating income $ 264,110 $ 128,867 Amortization of intangible assets 17,828 18,918 Restructuring 2,679 43,989 Loss on sale of business 597 667 Strategic initiative — (5) Acquisition and integration 723 144 Non-GAAP operating income $ 285,937 $ 192,580 NON-GAAP NET INCOME & DILUTED EPS GAAP net income attributable to Itron, Inc. $ 239,105 $ 96,923 Amortization of intangible assets 17,828 18,918 Amortization of debt placement fees 5,314 3,489 Restructuring 2,679 43,989 Loss on sale of business 597 667 Strategic initiative — (5) Acquisition and integration 723 144 Income tax effect of non-GAAP adjustments (1) (6,446) (10,339) Non-GAAP net income attributable to Itron, Inc. $ 259,800 $ 153,786 Non-GAAP diluted EPS $ 5.62 $ 3.36 Non-GAAP weighted average common shares outstanding - Diluted 46,187 45,836 45 Table of Contents TOTAL COMPANY RECONCILIATIONS Year Ended December 31, In thousands 2024 2023 ADJUSTED EBITDA GAAP net income attributable to Itron, Inc. $ 239,105 $ 96,923 Interest income (34,577) (9,314) Interest expense 15,379 8,349 Income tax provision 43,407 29,068 Depreciation and amortization 56,277 55,763 Restructuring 2,679 43,989 Loss on sale of business 597 667 Strategic initiative — (5) Acquisition and integration 723 144 Adjusted EBITDA $ 323,590 $ 225,584 FREE CASH FLOW Net cash provided by operating activities $ 238,175 $ 124,971 Acquisitions of property, plant, and equipment (30,562) (26,884) Free Cash Flow $ 207,613 $ 98,087 (1) The income tax effect of non-GAAP adjustments is calculated using the statutory tax rates for the relevant jurisdictions if no valuation allowance exists.
TOTAL COMPANY RECONCILIATIONS Year Ended December 31, In thousands, except per share data 2025 2024 NON-GAAP OPERATING EXPENSES GAAP operating expenses $ 579,050 $ 575,207 Amortization of intangible assets (1) (18,034) (17,828) Restructuring (931) (2,679) Loss on sale of business (79) (597) Strategic initiative (1,736) — Acquisition and integration (7,433) (723) Non-GAAP operating expenses $ 550,837 $ 553,380 NON-GAAP OPERATING INCOME GAAP operating income $ 313,068 $ 264,110 Amortization of intangible assets 19,112 17,828 Restructuring 931 2,679 Loss on sale of business 79 597 Strategic initiative 1,736 — Acquisition and integration 7,433 723 Non-GAAP operating income $ 342,359 $ 285,937 NON-GAAP NET INCOME & DILUTED EPS GAAP net income attributable to Itron, Inc. $ 301,055 $ 239,105 Amortization of intangible assets 19,112 17,828 Amortization of debt placement fees 6,928 5,314 Restructuring 931 2,679 Loss on sale of business 79 597 Strategic initiative 1,736 — Acquisition and integration 7,433 723 Income tax effect of non-GAAP adjustments (2) (6,883) (6,446) Non-GAAP net income attributable to Itron, Inc. $ 330,391 $ 259,800 Non-GAAP diluted EPS $ 7.13 $ 5.62 GAAP weighted average common shares outstanding - Diluted 46,323 46,187 Effect of call option transaction - 2021 Notes (8) — Non-GAAP weighted average common shares outstanding - Diluted 46,315 46,187 45 Table of Contents TOTAL COMPANY RECONCILIATIONS Year Ended December 31, In thousands 2025 2024 ADJUSTED EBITDA GAAP net income attributable to Itron, Inc. $ 301,055 $ 239,105 Interest income (48,376) (34,577) Interest expense 22,451 15,379 Income tax provision 38,932 43,407 Depreciation and amortization 49,517 56,277 Restructuring 931 2,679 Loss on sale of business 79 597 Strategic initiative 1,736 — Acquisition and integration 7,433 723 Adjusted EBITDA $ 373,758 $ 323,590 FREE CASH FLOW Net cash provided by operating activities $ 405,952 $ 238,175 Acquisitions of property, plant, and equipment (22,891) (30,562) Free Cash Flow $ 383,061 $ 207,613 (1) Excludes amortization of core-developed technology intangible assets.
For further information on defined benefit pension plans, income taxes, warranty obligations, and unearned revenue for extended warranties, refer to Item 8: Financial Statements and Supplementary Data, Note 8: Defined Benefit Pension Plans, Note 11: Income Taxes, Note 12: Commitments and Contingencies, and Note 17: Revenues.
For further information on defined benefit pension plans, income taxes, and warranty obligations, refer to Item 8: Financial Statements and Supplementary Data, Note 8: Defined Benefit Pension Plans, Note 11: Income Taxes, and Note 12: Commitments and Contingencies. Income Tax Our tax provision as a percentage of income before tax typically differs from the U.S. federal statutory rate of 21%.
We regularly enter into standard purchase orders in the ordinary course of business that may obligate us to purchase materials and other items but may not yet qualify for recognition in our Consolidated Balance Sheets. Purchase orders and other purchase obligations can include open-ended agreements that provide for estimated quantities over an extended delivery period.
Amounts due under operating lease liabilities during 2026 are $16.8 million and are $21.6 million for 2027 and beyond. We regularly enter into standard purchase orders in the ordinary course of business that may obligate us to purchase materials and other items but may not yet qualify for recognition in our Consolidated Balance Sheets.
This increase was driven by software licenses, services, and the Elpis Squared acquisition. Changes in foreign currency exchange rates favorably impacted revenues by $0.5 million. Gross Margin Gross margin decreased to 37.6% in 2024 compared with 40.5% for last year. The 290 basis point decrease was driven by increased services cost and mix in the current period.
This increase was driven by higher recurring revenue, as well as professional services and hardware sales. Changes in foreign currency exchange rates favorably impacted revenues by $1.0 million. Adjusted Gross Margin Adjusted gross margin increased to 39.7% in 2025 compared with 37.6% for last year. The 210 basis point increase was driven by improved revenue mix and lower costs.
Refer to Item 8: Financial Statements and Supplementary Data, Note 4: Intangible Assets and Liabilities, Note 5: Goodwill, and Note 18: Business Combination for further details. 29 Table of Contents Total Company GAAP and Non-GAAP Highlights and Endpoints Under Management: Year Ended December 31, In thousands, except margin and per share data 2024 % Change 2023 GAAP Revenues Product revenues $ 2,131,379 14% $ 1,863,489 Service revenues 309,458 —% 310,144 Total revenues 2,440,837 12% 2,173,633 Gross profit 839,317 18% 713,908 Operating expenses 575,207 (2)% 585,041 Operating income 264,110 105% 128,867 Other income (expense) 20,421 NM (1,481) Income tax provision (43,407) 49% (29,068) Net income attributable to Itron, Inc. 239,105 147% 96,923 Non-GAAP (1) Non-GAAP operating expenses $ 553,380 6% $ 521,328 Non-GAAP operating income 285,937 48% 192,580 Non-GAAP net income attributable to Itron, Inc. 259,800 69% 153,786 Adjusted EBITDA 323,590 43% 225,584 GAAP Margins and EPS Gross margin Product gross margin 32.9 % 30.7 % Service gross margin 44.6 % 46.0 % Total gross margin 34.4 % 32.8 % Operating margin 10.8 % 5.9 % Net income per common share - Basic $ 5.27 $ 2.13 Net income per common share - Diluted $ 5.18 $ 2.11 Non-GAAP EPS (1) Non-GAAP diluted EPS $ 5.62 $ 3.36 (1) These measures exclude certain expenses that we do not believe are indicative of our core operating results.
From November 3 through November 6, 2025, Itron repurchased 942,577 shares of its common stock for a total of $100 million, fully utilizing the authorized capacity under the 2024 Stock Repurchase Program. 28 Table of Contents Total Company GAAP, Non-GAAP Highlights, and Annual Recurring Revenue: Year Ended December 31, In thousands, except margin and per share data 2025 % Change 2024 GAAP Revenues Product revenues $ 2,008,976 (6)% $ 2,131,379 Service revenues 358,218 16% 309,458 Total revenues 2,367,194 (3)% 2,440,837 Gross profit 892,118 6% 839,317 Operating expenses 579,050 1% 575,207 Operating income 313,068 19% 264,110 Other income (expense) 29,199 43% 20,421 Income tax provision (38,932) (10)% (43,407) Net income attributable to Itron, Inc. 301,055 26% 239,105 Non-GAAP (1) Non-GAAP operating expenses $ 550,837 —% $ 553,380 Non-GAAP operating income 342,359 20% 285,937 Non-GAAP net income attributable to Itron, Inc. 330,391 27% 259,800 Adjusted EBITDA 373,758 16% 323,590 GAAP Margins and EPS Gross margin Product gross margin 35.7 % 32.9 % Service gross margin 49.0 % 44.6 % Total gross margin 37.7 % 34.4 % Operating margin 13.2 % 10.8 % Net income per common share - Basic $ 6.62 $ 5.27 Net income per common share - Diluted $ 6.50 $ 5.18 Non-GAAP EPS (1) Non-GAAP diluted EPS $ 7.13 $ 5.62 (1) These measures exclude certain expenses that we do not believe are indicative of our core operating results.
If a valuation allowance exists, there is no tax impact to the non-GAAP adjustment.
(2) The income tax effect of non-GAAP adjustments is calculated using the statutory tax rates for the relevant jurisdictions if no valuation allowance exists for each reconciling item. If a valuation allowance exists, there is no tax impact to the non-GAAP adjustment.
Networked Solutions The effects of changes in foreign currency exchange rates and the constant currency changes in certain Networked Solutions segment financial results were as follows: Effect of Changes in Foreign Currency Exchange Rates Constant Currency Change Total Change Year Ended December 31, In thousands 2024 2023 Networked Solutions Segment Revenues $ 1,650,075 $ 1,450,291 $ (1,125) $ 200,909 $ 199,784 Gross profit 597,780 499,725 33 98,022 98,055 Operating expenses 141,118 130,804 (6) 10,320 10,314 Revenues Revenues increased by $199.8 million, or 14%, in 2024 compared with 2023.
Networked Solutions The effects of changes in foreign currency exchange rates and the constant currency changes in certain Networked Solutions segment financial results were as follows: Effect of Changes in Foreign Currency Exchange Rates Constant Currency Change Total Change Year Ended December 31, In thousands 2025 2024 Networked Solutions Segment Revenues $ 1,557,321 $ 1,650,075 $ 115 $ (92,869) $ (92,754) Adjusted gross profit 608,576 597,780 (443) 11,239 10,796 Adjusted operating income 472,400 456,662 (445) 16,183 15,738 Revenues Revenues decreased by $92.8 million, or 6%, in 2025 compared with 2024.
The 2023 Projects include activities that continue Itron's efforts to optimize its global supply chain and manufacturing operations, sales and marketing organizations, and other overhead. These projects are expected to be substantially complete by early 2025, with an estimated $28.5 million in cash payments remaining as of December 31, 2024 with cash outflows expected through 2027.
Restructuring On February 23, 2023, our Board of Directors approved a restructuring plan (the 2023 Projects). The 2023 Projects include activities that continue Itron's efforts to optimize its global supply chain and manufacturing operations, sales and marketing organizations, and other overhead. These projects were substantially complete as of March 31, 2025.
Fully amortized finite-lived intangible assets are removed from the presentation of gross intangible assets along with the related accumulated amortization. In-process research and development is considered an indefinite-lived intangible asset and is not subject to amortization until the associated projects are completed or terminated.
Fully amortized finite-lived intangible assets are evaluated for write off based on Itron's internal process. The evaluation is completed if these intangibles expire, become obsolete, or are determined to have no further value to the Company. In-process research and development is considered an indefinite-lived intangible asset and is not subject to amortization until the associated projects are completed or terminated.
Determining the fair value of a reporting unit is judgmental in nature and involves the use of significant estimates and assumptions.
As a result, none of our reporting units are considered at risk of failing the quantitative impairment test, and no goodwill impairment was recognized. 41 Table of Contents Determining the fair value of a reporting unit is judgmental in nature and involves the use of significant estimates and assumptions.
Revenue from these offerings are primarily recurring in nature and would include any direct management of Device Solutions, Networked Solutions, and other third-parties' products on behalf of our end customers. 27 Table of Contents We have three measures of segment performance: revenues, gross profit (margin), and operating income (margin). Intersegment revenues are minimal.
Revenue from these offerings are primarily recurring in nature and would include any direct management of Device Solutions, Networked Solutions, and other third-parties' products on behalf of our end customers. 26 Table of Contents Resiliency Solutions – This segment primarily includes software and services focused on worker safety, emergency preparedness and response, and damage prevention for critical infrastructure providers and their supporting contractors.
The repurchase program is intended to comply with Rule 10b-18 promulgated under the Securities Exchange Act of 1934, as amended. We repurchased no shares under the 2024 Stock Repurchase Program. In June 2024, we repurchased 971,534 shares under the 2023 Stock Repurchase Program at an average price of $102.93 (excluding commissions) for a total of $100.0 million.
The repurchase program is intended to comply with Rule 10b-18 promulgated under the Securities Exchange Act of 1934, as amended. From November 3 through November 6, 2025, Itron repurchased 942,577 shares of its common stock for a total of $100 million, fully utilizing the authorized capacity under the 2024 Stock Repurchase Program. Locusview, Ltd.
Our 10 largest customers accounted for 33% of total revenues in 2024 and 36% of total revenues in 2023. Gross Margin Gross margin was 34.4% for 2024, compared with 32.8% in 2023. We were favorably impacted by product and solution mix and manufacturing efficiencies from increased volumes. Product sales gross margin increased to 32.9% in 2024 from 30.7% in 2023.
We were favorably impacted by product and solution mix and manufacturing efficiencies. Product sales gross margin increased to 35.7% in 2025 from 32.9% in 2024. Gross margin on service revenues increased to 49.0% from 44.6%.
The increase was primarily related to higher product development costs. 34 Table of Contents Outcomes The effects of changes in foreign currency exchange rates and the constant currency changes in certain Outcomes segment financial results were as follows: Effect of Changes in Foreign Currency Exchange Rates Constant Currency Change Total Change Year Ended December 31, In thousands 2024 2023 Outcomes Segment Revenues $ 314,185 $ 267,616 $ 523 $ 46,046 $ 46,569 Gross profit 118,073 108,266 860 8,947 9,807 Operating expenses 66,343 57,920 3 8,420 8,423 Revenues Revenues increased $46.6 million, or 17%, in 2024 compared with 2023.
The increase was a result of increased adjusted gross profit, along with reduced product development costs. 33 Table of Contents Outcomes The effects of changes in foreign currency exchange rates and the constant currency changes in certain Outcomes segment financial results were as follows: Effect of Changes in Foreign Currency Exchange Rates Constant Currency Change Total Change Year Ended December 31, In thousands 2025 2024 Outcomes Segment Revenues $ 359,743 $ 314,185 $ 1,038 $ 44,520 $ 45,558 Adjusted gross profit 142,904 118,073 (124) 24,955 24,831 Adjusted operating income 76,992 51,730 (201) 25,463 25,262 Revenues Revenues increased $45.6 million, or 15%, in 2025 compared with 2024.
At December 31, 2024, 36 Table of Contents $254.0 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.
As of December 31, 2025, $256.2 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. Any outstanding principal under the revolver is due at maturity on September 25, 2030. Principal amounts paid prior to the maturity date may be reborrowed prior to such date.
Total Company Highlights Highlights and significant developments for the year ended December 31, 2024 compared with the year ended December 31, 2023 • Revenues were $2.4 billion compared with $2.2 billion last year, an increase of $267.2 million , or 12% • Gross margin was 34.4% compared with 32.8% last year • Operating expenses decreased $9.8 million, or 2% , compared with 2023 • Net income attributable to Itron, Inc. was $239.1 million compared with net income of $96.9 million in 2023 • GAAP diluted EPS was $5.18 compared with $2.11 in 2023 • Non-GAAP net income attributable to Itron, Inc. was $259.8 million compared with $153.8 million in 2023 • Non-GAAP diluted EPS was $5.62 compared with $3.36 in 2023 • Adjusted EBITDA increased $98.0 million, or 43%, to $323.6 million compared with $225.6 million in 2023 • Total backlog was $4.7 billion and twelve-month backlog was $1.8 billion at December 31, 2024, compared with $4.5 billion and $2.0 billion at December 31, 2023 Stock Repurchase Programs Effective September 19, 2024, Itron's Board of Directors authorized a repurchase up to $100 million of our common stock over an 18-month period (the 2024 Stock Repurchase Program).
Total Company Highlights Highlights and significant developments for the year ended December 31, 2025 compared with the year ended December 31, 2024 • Revenues were $2.4 billion in both periods • Gross margin was 37.7% compared with 34.4% last year • Operating expenses increased $3.8 million, or 1% , compared with 2024 • Net income attributable to Itron, Inc. was $301.1 million compared with $239.1 million in 2024 • GAAP diluted EPS was $6.50 compared with $5.18 in 2024 • Non-GAAP net income attributable to Itron, Inc. was $330.4 million compared with $259.8 million in 2024 • Non-GAAP diluted EPS was $7.13 compared with $5.62 in 2024 • Adjusted EBITDA increased $50.2 million, or 16%, to $373.8 million compared with $323.6 million in 2024 • Total backlog was $4.5 billion and twelve-month backlog was $1.6 billion at December 31, 2025, compared with $4.7 billion and $1.8 billion at December 31, 2024 27 Table of Contents Business Acquisitions On November 14, 2025, we entered into a Share Purchase Agreement (the Agreement) to acquire 100% of the outstanding equity of Locusview, Ltd. and subsidiaries (collectively, Locusview) a privately held utility-focused software and services company that is based in the United States and Israel.
This was primarily the result of a $41.3 million decrease in restructuring costs, as well as a $1.1 million decrease in amortization of intangible assets. The decrease was partially offset by $26.3 million increase in sales, general and administrative expenses and a $6.3 million increase in research and development expenses.
This was primarily the result of a $13.9 million increase in sales, general and administrative expenses driven by increased labor costs.
This allows us to help utilities improve decision making, maximize operational profitability, engage consumers, enhance resource efficiency, improve grid resiliency and reliability, and deliver value for utilities and smart cities.
This delivers new value for utilities, municipalities, and cities through improving decision making, maximizing operational profitability, engaging consumers, ensuring safety, enhancing resource efficiency, and improving grid resiliency and reliability.
This was due to a decrease of $41.3 million in restructuring, as well as a $1.1 million decrease in amortization of intangible assets. The decreases were partially offset by a $23.5 million increase in sales, general and administrative expenses as compared with 2023. The increase in sales, general, and administrative expenses was primarily driven by increased labor costs.
This was due to an increase of $11.9 million in sales, general and administrative expenses primarily driven by increased labor costs.
The product and operating definitions of the three segments are as follows: Device Solutions – This segment primarily includes hardware products used for measurement, control, or sensing that can have communications capability embedded for use with our broader Itron systems, i.e., hardware-based products that may be part of a complete end-to-end solution.
Resiliency Solutions is a new reportable segment starting in the fourth quarter of 2025. The product and operating definitions of the four segments are as follows: Device Solutions – This segment primarily includes hardware products used for measurement, control, or sensing.
The increases in sales, general and administrative and research and development expenses were primarily driven by increased labor costs. Refer to Item 8: Financial Statements and Supplementary Data, Note 4: Intangible Assets and Liabilities, and Note 13: Restructuring for more details.
Refer to Item 8: Financial Statements and Supplementary Data, Note 13: Restructuring for more details.
Product revenues increased $267.9 million in 2024, and service revenues decreased $0.7 million. Device Solutions increased by $20.9 million; Networked Solutions increased by $199.8 million; and Outcomes increased by $46.6 million when compared with the same period last year. No single customer represented more than 10% of total revenues for the years ended December 31, 2024 and 2023.
Product revenues decreased $122.4 million in 2025, and service revenues increased $48.8 million. Device Solutions decreased by $29.5 million; Networked Solutions decreased by $92.8 million; and Outcomes increased by $45.6 million when compared with the same period last year. Resiliency Solutions revenues were $3.0 million in 2025.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeRevenues denominated in functional currencies other than the U.S. dollar were 22% of total revenues for the year ended December 31, 2024, compared with 24% for the year ended December 31, 2023 and 30% for the year ended December 31, 2022.
Biggest changeRevenues denominated in functional currencies other than the U.S. dollar were 25% of total revenues for the year ended December 31, 2025 compared with 22% for the year ended December 31, 2024 and 24% for the year ended December 31, 2023.
Accordingly, we do not use derivative contracts for trading or speculative purposes. Interest Rate Risk We may be exposed to interest rate risk through variable rate debt instruments, namely the multicurrency revolving line of credit. At December 31, 2024, we had no outstanding variable rate debt.
Accordingly, we do not use derivative contracts for trading or speculative purposes. Interest Rate Risk We may be exposed to interest rate risk through variable rate debt instruments, namely the multicurrency revolving line of credit. At December 31, 2025, we had no outstanding variable rate debt.
As of December 31, 2024, a total of 35 contracts were offsetting our exposures from the euro, pound sterling, Indonesian rupiah, Canadian dollar, Australian dollar, and various other currencies, with notional amounts ranging from $104,000 to $32.3 million . In future periods, we may use additional derivative contracts to protect against foreign currency exchange rate risks. 46 Table of Contents
As of December 31, 2025, a total of 33 contracts were offsetting our exposures from the euro, pound sterling, Indonesian rupiah, Canadian dollar, Australian dollar, and various other currencies, with notional amounts ranging from $120,000 to $32.5 million . In future periods, we may use additional derivative contracts to protect against foreign currency exchange rate risks. 47 Table of Contents

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