ITRON, INC.

Previous wording

•Net income attributable to Itron, Inc. was $53.3 million compared with net income of $68.3 million in 2025

Current wording

•Net income attributable to Itron, Inc. was $71.4 million compared with net income of $65.6 million in 2025

Previous wording

•Total backlog was $4.4 billion and twelve-month backlog was $1.7 billion at June 30, 2026, compared with$4.5 billion and$1.5 billion at June 30, 2025

Current wording

•Total backlog was $4.3 billion, and twelve-month backlog was $1.7 billion at September 30, 2026, compared with$4.3 billion and$1.5 billion at September 30, 2025

Previous wording

Highlights and significant developments for thesix months ended June 30, 2026 compared with the six months ended June 30, 2025

Current wording

Highlights and significant developments for thenine months ended September 30, 2026 compared with the nine months ended September 30, 2025

Previous wording

•Revenues were $1.1 billion compared with $1.2 billion in 2025, a decrease of $64.0 million, or 5%

Current wording

•Revenues were $1.7 billion compared with $1.8 billion in 2025, a decrease of $46.3 million, or 3%

Previous wording

•Net income attributable to Itron, Inc. was $106.7 million compared with net income of $133.8 million in 2025

Current wording

•Net income attributable to Itron, Inc. was $178.1 million compared with net income of $199.4 million in 2025

Previous wording

•GAAP diluted EPS decreased by$0.28 to $1.19 in 2026

Current wording

•GAAP diluted EPS decreased by $0.33 to $3.97 in 2026

Previous wording

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). Repurchases will be made in the open market and pursuant to the terms of any Rule 10b5-1 plans that Itron may enter into, and in accordance with applicable securities laws. The repurchase program is intended to comply with Rule 10b-18 promulgated under the Securities Exchange Act of 1934, as amended. Depending on market conditions and other factors, these repurchases may be commenced or suspended from time to time without prior notice. In February 2026, we repurchased 1,050,309 shares under the 2025 Stock Repurchase Program at an average price of$95.21(excluding commissions) for a total of$100 million. This repurchase was completed in conjunction with the sale of the 2026 Notes. For the second quarter of 2026, we repurchased 644,188 shares under the 2025 Stock Repurchase Program at an average price of $81.07 (excluding commissions) for a total of $52.2 million.

Current wording

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). Repurchases will be made in the open market and pursuant to the terms of any Rule 10b5-1 plans that Itron may enter into, and in accordance with applicable securities laws. The repurchase program is intended to comply with Rule 10b-18 promulgated under the Securities Exchange Act of 1934, as amended. Depending on market conditions and other factors, these repurchases may be commenced or suspended from time to time without prior notice. In February 2026, we repurchased 1,050,309 shares under the 2025 Stock Repurchase Program at an average price of$95.21(excluding commissions) for a total of$100 million. This repurchase was completed in conjunction with the sale of the 2026 Notes. During the second quarter of 2026, we repurchased 644,188 shares under the 2025 Stock Repurchase Program at an average price of $81.07 (excluding commissions) for a total of $52.2 million.

Previous wording

On January 5, 2026, we completed the acquisition of 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. The acquisition provides value to Itron through the leverage of Locusview's digital construction management solutions to enhance Itron's Resiliency Solutions offerings to its customers. The preliminary purchase price allocated to acquired assets and liabilities was $546.4 million, which was funded through cash on hand. The purchase price was subject to further adjustment based on final working capital and other closing considerations.

Current wording

On January 5, 2026, we completed the acquisition of 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. The acquisition provides value to Itron through the leverage of Locusview's digital construction management solutions to enhance Itron's Resiliency Solutions offerings to its customers. The purchase price allocated to acquired assets and liabilities was $546.4 million, which was funded through cash on hand.

Previous wording

Total revenues decreased $43.9 million, or 7%, in the current 2026 quarter, compared with the same period in 2025. Product revenues decreased by $63.7 million, and service revenues increased by $19.9 million. Device Solutions decreased by $1.3 million; Networked Solutions decreased by $69.7 million; and Outcomes increased by $11.3 million when compared with the same period last year. Resiliency Solutions provided revenues of $15.8 million for the period. Changes in exchange rates favorably impacted total revenues by $3.2 million, of which $2.0 million favorably impacted Device Solutions.

Current wording

Total revenues increased $17.7 million, or 3%, in the current 2026 quarter, compared with the same period in 2025. Product revenues decreased by $5.3 million, and service revenues increased by $23.0 million. Device Solutions decreased by $2.1 million; Networked Solutions decreased by $4.2 million; and Outcomes increased by $7.9 million when compared with the same period last year. Resiliency Solutions provided revenues of $16.1 million for the period. Changes in exchange rates unfavorably impacted total revenues by $0.7 million, and $0.8 million unfavorably impacted Device Solutions.

Previous wording

Total revenues decreased $64.0 million compared with the same period in 2025. Product revenues decreased by $109.1 million, and service revenues increased by $45.0 million. Device Solutions decreased by $2.8 million; Networked Solutions decreased by$121.8 million; and Outcomes increased by $28.7 million when compared with the same period last year. Resiliency Solutions provided revenues of $31.9 million during the six months period. Changes in exchange rates favorably impacted total revenues by$16.9 million, of which $12.1 million favorably impacted Device Solutions and $3.1 million favorably impacted Networked Solutions.

Current wording

Total revenues decreased $46.3 million compared with the same period in 2025. Product revenues decreased by $114.4 million, and service revenues increased by $68.1 million. Device Solutions decreased by $4.9 million; Networked Solutions decreased by$126.0 million; and Outcomes increased by $36.6 million when compared with the same period last year. Resiliency Solutions provided revenues of $47.9 million during the period. Changes in exchange rates favorably impacted total revenues by$16.2 million, of which $11.3 million favorably impacted Device Solutions, $2.9 million favorably impacted Networked Solutions, and $2.0 million favorably impacted Outcomes.

Previous wording

Gross margin in the 2026 period was 41.0%, compared with 36.9% in 2025. Product sales gross margin increased to 38.1% for the quarter in 2026, compared with 34.8% in 2025. Gross margin on service revenues increased to 52.9% in 2026, compared with 48.9% in 2025.

Current wording

Gross margin in the 2026 period was 40.9%, compared with 37.7% in 2025. Product sales gross margin increased to 38.1% for the quarter in 2026, compared with 35.4% in 2025. Gross margin on service revenues increased to 53.2% in 2026, compared with 50.9% in 2025.

Previous wording

Gross margin was 40.6%, compared with 36.3% in 2025. Product sales gross margin increased to 37.6%, compared with 34.3% in 2025, and gross margin on service revenues increased to 53.3%, compared with 48.6% in 2025.

Current wording

Gross margin was 40.7%, compared with 36.8% in 2025. Product sales gross margin increased to 37.8%, compared with 34.6% in 2025, and gross margin on service revenues increased to 53.3%, compared with 49.4% in 2025.

Previous wording

Operating expenses increased $7.4 million for the second quarter of 2026 as compared with the same period in 2025. This was primarily the result of an increase of $3.9 million in amortization of intangible assets, $2.3 million in research and development expenses. and $2.1 million in sales, general and administrative expenses. The increases in research and development and sales, general and administrative expenses were primarily driven by increased IT expenses.

Current wording

Operating expenses increased $11.6 million for the third quarter of 2026 as compared with the same period in 2025. This was primarily the result of an increase of $6.9 million in research and development expenses, $4.1 million in amortization of intangible assets driven by two recent acquisitions, and $0.9 million in sales, general and administrative expenses. The increases in research and development and sales, general and administrative expenses were primarily driven by increased labor costs.

Previous wording

Operating expenses increased $35.1 million for the six months ended June 30, 2026 as compared with the same period in 2025. This was primarily the result of a $20.6 million increase in sales, general and administrative expenses primarily driven by increased labor costs, IT expenses, and acquisition-related costs, a $7.6 million increase in amortization of intangible assets driven by the two recent acquisitions, and a $7.2 million increase in research and development expenses primarily driven by increased labor costs and IT expenses. Refer to Item 1: Financial Statements (Unaudited), Note 4: Intangible Assets included in this Quarterly Report on Form 10-Q for additional information.

Current wording

Operating expenses increased $46.7 million for the nine months ended September 30, 2026 as compared with the same period in 2025. This was primarily the result of a $21.5 million increase in sales, general and administrative expenses primarily driven by increased labor costs, IT expenses, and acquisition-related costs, a $14.2 million increase in research and development expenses primarily driven by increased labor costs and IT expenses, and an $11.7 million increase in amortization of intangible assets driven by the two recent acquisitions. Refer to Item 1: Financial Statements (Unaudited), Note 4: Intangible Assets included in this Quarterly Report on Form 10-Q for additional information.

Previous wording

Total other income (expense) for the three and six months ended June 30, 2026 was income of $4.1 million and $3.8 million, compared with income of $7.1 million and $13.1 million in the same period in 2025.

Current wording

Total other income (expense) for the three and nine months ended September 30, 2026 was income of $1.5 million and $5.3 million, compared with income of $8.9 million and $22.1 million in the same period in 2025.

Previous wording

The decrease in net other income for the three months ended June 30, 2026, as compared with the same period in 2025, was primarily driven by the $6.0 million decrease in interest income due to decreased interest-earning cash, partially offset by the $3.2 million increase in other income (expense), resulting primarily from the gain on the sale of an equity method investment.

Current wording

The decrease in net other income for the three months ended September 30, 2026, as compared with the same period in 2025, was primarily driven by the $6.4 million decrease in interest income, resulting from decreased interest-earning cash.

Previous wording

The decrease in net other income for the six months ended June 30, 2026, as compared with the same period in 2025, was driven by the $12.1 million decrease in interest income due to decreased interest-earning cash, partially offset by the $3.1 million increase in other income (expense), resulting primarily from the gain from the sale of an equity method investment.

Current wording

The decrease in net other income for the nine months ended September 30, 2026, as compared with the same period in 2025, was driven by the $18.5 million decrease in interest income due to decreased interest-earning cash, partially offset by the $2.3 million increase in other income (expense), resulting primarily from the gain from the sale of an equity method investment.

Previous wording

For the three and six months ended June 30, 2026, our income tax expense was $26.7 million and $40.3 million, compared with income tax expense of $14.7 million and $31.7 million for the same periods in 2025. Our tax rate for the three and six months ended June 30, 2026 of 33% and 27% differed from the federal statutory rate of 21% due to the impact of valuation allowances on deferred tax assets, the forecasted mix of earnings in domestic and international jurisdictions, an intra-entity asset transfer, the effect of cross-border tax laws, nondeductible executive compensation, a benefit related to stock-based compensation, tax credits, state taxes, and uncertain tax positions. Our tax rate for the three and six months ended June 30, 2025 of 18% and 19% differed from the federal statutory rate of 21% and overall was impacted by the effect of valuation allowances on deferred tax assets, the forecasted mix of earnings in domestic and international jurisdictions, the effect of cross-border tax laws, nondeductible executive compensation, a benefit related to stock-based compensation, tax credits, state taxes, and uncertain tax positions.

Current wording

For the three and nine months ended September 30, 2026, our income tax expense was $25.8 million and $66.1 million, compared with income tax expense of $24.5 million and $56.1 million for the same periods in 2025. Our tax rate of 27% for the three and nine months ended September 30, 2026 differed from the federal statutory rate of 21% due to the impact of valuation allowances on deferred tax assets, the forecasted mix of earnings in domestic and international jurisdictions, an intra-entity asset transfer, the effect of cross-border tax laws, nondeductible executive compensation, a benefit related to stock-based compensation, tax credits, state taxes, and uncertain tax positions. Our tax rate for the three and nine months ended September 30, 2025 of 27% and 22% differed from the federal statutory rate of 21% and overall was impacted by the effect of valuation allowances on deferred tax assets, the forecasted mix of earnings in domestic and international jurisdictions, the effect of cross-border tax laws, nondeductible executive compensation, a benefit related to stock-based compensation, tax credits, state taxes, and uncertain tax positions.

Previous wording

Revenues decreased $2.8 million, or 1%. Changes in foreign currency exchange rates favorably impacted revenues by $12.1 million. Revenues were lower due to the planned decreases in electric residential sales.

Current wording

Revenues decreased $2.1 million, or 2%. Changes in foreign currency exchange rates unfavorably impacted revenues by $0.8 million. Revenues were lower due to decreases in legacy gas product sales.

Previous wording

Revenues decreased $1.3 million, or 1%. Changes in foreign currency exchange rates favorably impacted revenues by $2.0 million. Revenues were lower due to the planned decreases in electric residential sales.

Current wording

Revenues decreased $4.9 million, or 1%. Changes in foreign currency exchange rates favorably impacted revenues by $11.3 million. Revenues were lower due to the planned decreases in electric hardware sales.

Previous wording

For the three months ended June 30, 2026, adjusted gross margin was 34.8%, compared with 29.8% for the same period in 2025. The 500 basis point increase over the prior year was primarily due to an improved product mix and operational efficiencies.

Current wording

For the three months ended September 30, 2026, adjusted gross margin was 35.4%, compared with 30.9% for the same period in 2025. The 450 basis point increase over the prior year was primarily due to an improved product mix and operational efficiencies.

Previous wording

For the six months ended June 30, 2026, adjusted gross margin was 35.1%, compared with 29.9% for the same period in 2025. The 520 basis point increase over the prior year was primarily driven by improved customer and product mix.

Current wording

For the nine months ended September 30, 2026, adjusted gross margin was 35.2%, compared with 30.2% for the same period in 2025. The 500 basis point increase over the prior year was primarily driven by improved customer and product mix.

Previous wording

Revenues decreased $69.7 million, or 17%, in 2026 compared with 2025. The decrease was primarily due to the timing of customer deployments. Changes in foreign currency exchange rates favorably impacted revenues by $0.7 million.

Current wording

Revenues decreased $4.2 million, or 1%, in 2026 compared with 2025. The decrease was primarily due to the timing of customer deployments. Changes in foreign currency exchange rates unfavorably impacted revenues by $0.2 million.

Previous wording

Revenues decreased $121.8 million, or 15%, for the first six months of 2026, compared with the same period in 2025. The decline was primarily due to the timing of customer deployments. Changes in foreign currency exchange rates favorably impacted revenues by $3.1 million.

Current wording

Revenues decreased $126.0 million, or 10%, for the first nine months of 2026, compared with the same period in 2025. The decline was primarily due to the timing of customer deployments. Changes in foreign currency exchange rates favorably impacted revenues by $2.9 million.

Previous wording

Gross margin was 42.8% for the period ending June 30, 2026, compared with 38.5% in 2025. The 430 basis point increase was primarily related to improved operational efficiencies and favorable customer mix.

Current wording

Gross margin was 41.8% for the period ending September 30, 2026, compared with 39.3% in 2025. The 250 basis point increase was primarily related to improved operational efficiencies and favorable customer mix.

Previous wording

Adjusted gross margin was 41.8% for the 2026 period, compared with 37.7% in 2025. The 410 basis point increase was primarily related to favorable customer mix and operational efficiencies.

Current wording

Adjusted gross margin was 41.8% for the 2026 period, compared with 38.2% in 2025. The 360 basis point increase was primarily related to favorable customer mix and operational efficiencies.

Previous wording

Adjusted operating income decreased $8.9 million, or 7%, for the quarter in 2026, compared with the same period in 2025. The decrease was the result of lower adjusted gross profit, partially offset by lower research and development costs.

Current wording

Adjusted operating income increased $8.5 million, or 7%, for the quarter in 2026, compared with the same period in 2025. The increase was the result of higher adjusted gross profit and lower research and development costs.

Previous wording

Adjusted operating income decreased $14.9 million, or 6%, for the first six months of 2026, compared with the same period in 2025. The decrease was the result of lower adjusted gross profit, partially offset by lower research and development costs.

Current wording

Adjusted operating income decreased $6.4 million, or 2%, for the first nine months of 2026, compared with the same period in 2025. The decrease was the result of lower adjusted gross profit, partially offset by lower research and development costs.

Previous wording

For the 2026 period, revenues increased $11.3 million, or 13%, compared with the 2025 period. This increase was driven by higher services and hardware sales, partially offset by lower software license sales.

Current wording

For the 2026 period, revenues increased $7.9 million, or 9%, compared with the 2025 period. This increase was primarily driven by higher managed and professional services.

Previous wording

Revenues increased $28.7 million, or 18%, for the first six months of 2026, compared with 2025. This increase was driven by higher recurring revenue, as well as increased services and hardware sales, partially offset by lower software license sales. Changes in foreign currency exchange rates favorably impacted revenues by $1.8 million.

Current wording

Revenues increased $36.6 million, or 15%, for the first nine months of 2026, compared with 2025. This increase was primarily driven by higher services revenue. Changes in foreign currency exchange rates favorably impacted revenues by $2.0 million.

Previous wording

Gross margin increased to 38.8% for the second quarter of 2026, compared with 38.5% for the same period last year. The 30 basis point increase was driven by solution mix and lower variable compensation.

Current wording

Gross margin increased to 40.0% for the third quarter of 2026, compared with 38.9% for the same period last year. The 110 basis point increase was driven by solution mix and cost improvements.

Previous wording

Adjusted gross margin increased to 40.2% for the period ending in 2026, compared with 38.8% for last year. The 140 basis point increase was driven by revenue growth and lower costs.

Current wording

Adjusted gross margin increased to 40.2% for the period ending in 2026, compared with 38.8% for last year. The 140 basis point increase was driven by cost improvements.

Previous wording

Adjusted operating income for the first six months of 2026 increased $12.9 million, or 43%, compared with the same period last year. This increase was a result of higher adjusted gross profit, partially offset by increased labor costs.

Current wording

Adjusted operating income for the first nine months of 2026 increased $14.9 million, or 32%, compared with the same period last year. This increase was primarily attributable to higher adjusted gross profit, partially offset by increased labor costs and research and development infrastructure investment.

Previous wording

Revenues were $15.8 million for the 2026 period. Revenues consisted primarily of managed services, as well as hardware and professional services related to deploying customer environments.

Current wording

Revenues were $16.1 million for the 2026 period. Revenues consisted primarily of recurring software as a service, as well as professional services related to deploying customer environments.

Previous wording

Revenues were $31.9 million for the first six months of 2026. Revenues consisted primarily of managed services, as well as hardware and professional services related to deploying customer environments.

Current wording

Revenues were $47.9 million for the first nine months of 2026. Revenues consisted primarily of recurring software as a service, as well as professional services related to deploying customer environments.

Previous wording

Adjusted gross margin was 75.3% for the 2026 period. Costs included in determining gross margin consist primarily of hosting fees, labor costs for managed services and professional services delivery, and certain hardware and software costs.

Current wording

Adjusted gross margin was 74.4% for the 2026 period. Costs included in determining gross margin consist primarily of hosting fees, labor costs for managed services and professional services delivery, and certain hardware and software costs.

Previous wording

Adjusted gross margin was 74.1% for the first six months of 2026. Costs included in determining gross margin consist primarily of hosting fees, labor costs for managed services and professional services delivery, and certain hardware and software costs.

Current wording

Adjusted gross margin was 74.2% for the first nine months of 2026. Costs included in determining gross margin consist primarily of hosting fees, labor costs for managed services and professional services delivery, and certain hardware and software costs.

Previous wording

For the first six months of 2026, Corporate unallocated expenses increased $23.1 million, or 14%, compared with the 2025 period. This increase was primarily the result of a $14.4 million increase in sales, general and administrative expenses driven by increased labor costs, professional services, and acquisition-related costs, and a $7.6 million increase in amortization of intangible assets. Refer to Item 1: Financial Statements (Unaudited), Note 4: Intangible Assets included in this Quarterly Report on Form 10-Q for additional information.

Current wording

For the first nine months of 2026, corporate unallocated expenses increased $25.6 million, or 10%, compared with the 2025 period. This increase was primarily the result of an $11.7 million increase in amortization of intangible assets, an $11.1 million increase in sales, general and administrative expenses driven by increased labor costs, IT expenses, and acquisition-related costs, and a $3.4 million increase in research and development expenses primarily driven by increased labor costs and IT expenses. Refer to Item 1: Financial Statements (Unaudited), Note 4: Intangible Assets included in this Quarterly Report on Form 10-Q for additional information.

Previous wording

Cash and cash equivalents were $745.2 million at June 30, 2026, compared with $1.02 billion at December 31, 2025. The $275.2 million decrease in cash and cash equivalents during the 2026 period was primarily cash used for the acquisition of Locusview and repayment of our 2021 convertible notes, partially offset by net proceeds provided by the 2026 convertible notes sale.

Current wording

Cash and cash equivalents were $840.3 million at September 30, 2026, compared with $1.02 billion at December 31, 2025. The $180.1 million decrease in cash and cash equivalents during the 2026 period was primarily cash used for the acquisition of Locusview and repayment of our 2021 convertible notes, partially offset by net proceeds provided by the 2026 convertible notes sale and cash flow from operations.

Previous wording

Cash provided by operating activities during the six months in 2026 was $173.6 million compared with $168.8 million during the same period in 2025. The increase was primarily due to higher earnings and a decrease in restructuring payments in 2026, partially offset by decreased interest income in 2026.

Current wording

Cash provided by operating activities during the nine months in 2026 was $275.5 million compared with $286.6 million during the same period in 2025. The decrease was primarily due to higher net working capital in the current period.