Itron Announces Third Quarter 2025 Financial Results

Rhea-AI Summary

Itron (NASDAQ: ITRI) reported third quarter 2025 results for the period ended Sept 30, 2025: revenue $582M (down 5% YoY), GAAP net income $66M (down $12M), GAAP diluted EPS $1.41 (down $0.29), non-GAAP diluted EPS $1.54 (down $0.30), adjusted EBITDA $97M (up 10%), and free cash flow $113M (up $55M).

Drivers cited include portfolio optimization and project timing weighing on Device and Networked Solutions, while Outcomes revenue rose ~11% driven by recurring revenue. Gross margin expanded to 37.7% (+360 bps). Total backlog was $4.3B. Itron announced a $325M cash acquisition of Urbint, expected to close in Q4 2025. Q4 revenue guidance: $555–565M; full-year revenue now expected $2.35–2.36B with non-GAAP EPS $6.84–6.94.

Positive

• Gross margin expanded to 37.7% (+360 bps)
• Adjusted EBITDA $97M (+10% YoY)
• Free cash flow $113M (+$55M YoY)
• Outcomes revenue up 11% (recurring revenue growth)
• Total backlog at $4.3B (up from $4.0B)

Negative

• Total revenue $582M (down 5% YoY)
• Device Solutions revenue down 16% (19% in constant currency)
• GAAP diluted EPS $1.41 (down $0.29)
• Acquisition of Urbint funded with $325M cash, reducing liquidity

Insights

Corporate finance analyst

Itron shows margin and cash‑flow strength despite revenue and EPS declines; guidance and backlog steady.

Itron reported third quarter revenue of $582 million, down 5%, while GAAP EPS fell to $1.41 and non‑GAAP EPS to $1.54. Gross margin widened to 37.7% (up 360 bps) and Adjusted EBITDA rose to $97 million (up 10%), indicating better underlying profitability from mix and cost control.

Operating cash flow of $118 million and free cash flow of $113 million materially improved year‑over‑year, helped by working capital and lower tax payments; backlog increased to $4.3 billion. Watch upcoming quarterly cash conversion and whether margin expansion sustains into Q4 2025 given guidance of revenue $555–565 million and non‑GAAP EPS $2.15–2.25.

M&A and strategy analyst

Operational cash strength funds a $325M acquisition while revenue shifts reflect portfolio optimization.

The announced acquisition of Urbint for $325 million will be funded from cash on hand and is expected to close in the fourth quarter of 2025, leveraging recently improved free cash flow. Revenue declines in Device and Networked Solutions tie to stated portfolio optimization and timing of deployments, while Outcomes revenue grew by 11%, showing recurring business expansion.

Key dependencies include successful close and integration of Urbint and the company’s ability to convert backlog into near‑term revenue; monitor closing confirmation in Q4 2025, quarterly booking trends versus backlog draw, and whether non‑GAAP EPS full‑year range of $6.84–6.94 holds after the acquisition closes.

LIBERTY LAKE, Wash., Oct. 30, 2025 (GLOBE NEWSWIRE) -- Itron, Inc. (NASDAQ: ITRI), which is innovating the way utilities and cities manage energy and water, announced today financial results for its third quarter ended September 30, 2025. Key results for the quarter include (compared with the third quarter of 2024):

• Revenue of $582 million, decreased 5%;
• GAAP net income attributable to Itron, Inc. of $66 million, decreased $12 million;
• GAAP diluted earnings per share of $1.41, decreased $0.29 per share;
• Non-GAAP diluted EPS of $1.54, decreased $0.30 per share;
• Adjusted EBITDA of $97 million, increased 10%; and
• Free cash flow of $113 million, increased $55 million.

"Itron delivered third quarter results with record margin, profitability, and cash flow," said Tom Deitrich, Itron’s president and CEO. "Our customers are confronting a dramatic increase in complexity and uncertainty, and as reflected in our results, they are actively deploying advanced technology to address these challenges. Itron’s Grid Edge Intelligence solutions are designed to solve dynamic problems in a rapidly changing world. Increased infrastructure agility enables utilities and municipalities to provide improved quality of service and safety."

Summary of Third Quarter Consolidated Financial Results
(All comparisons made are against the prior year period unless otherwise noted)

Revenue
Total third quarter revenue of $582 million compared to $615 million in the prior year. The decrease was driven primarily by portfolio optimization and the timing of project deployments.

Device Solutions revenue decreased 16%, or 19% in constant currency, due to lower legacy electricity product sales related to portfolio optimization in EMEA and lower North American water volumes.

Networked Solutions revenue decreased 6% due to the timing of project deployments.

Outcomes revenue increased 11%, or 10% in constant currency, due to increased recurring revenue.

Gross Margin
Itron's third quarter gross margin of 37.7% increased 360 basis points from the prior year due to customer and product mix.

Operating Expenses and Operating Income
GAAP operating expenses of $138 million increased $2 million from the prior year. Non-GAAP operating expenses of $130 million were unchanged from the prior year.

GAAP operating income of $82 million was $8 million higher than the prior year and non-GAAP operating income of $89 million was $10 million higher than the prior year. Both increases were due to higher gross profit.

Net Income and Earnings per Share
Net income attributable to Itron, Inc. for the quarter was $66 million, or $1.41 per diluted share, compared with net income attributable to Itron, Inc. of $78 million, or $1.70 per diluted share in 2024. The decrease was driven by higher GAAP income tax expense, partially offset by higher GAAP operating income. Prior year income tax expense benefited from a favorable resolution of a foreign tax audit.

Non-GAAP net income attributable to Itron, Inc., which excludes the expenses associated with amortization of intangible assets, amortization of debt placement fees, restructuring, loss on sale of business, strategic initiative expense, acquisition and integration related expenses, and the tax effect of excluding these expenses, was $72 million, or $1.54 per diluted share, compared with $84 million, or $1.84 per diluted share, in 2024. The decrease was driven by higher Non-GAAP income tax expense, partially offset by higher non-GAAP operating income. Prior year income tax expense benefited from a favorable resolution of a foreign tax audit.

Cash Flow
Net cash provided by operating activities was $118 million in the third quarter compared with $65 million in the prior year. Free cash flow was $113 million in the third quarter compared with $59 million in the prior year. The increase in free cash flow was primarily due to improved working capital, decreased tax payments, and higher earnings.

Other Measures

Total backlog at quarter end was $4.3 billion compared with $4.0 billion in the prior year. Bookings in the quarter totaled $380 million. 

Q4 2025 Outlook and Full Year 2025 Outlook Update

Outlook for the fourth quarter of 2025 is as follows:

• Revenue between $555 and $565 million
• Non-GAAP diluted EPS between $2.15 and $2.25

Itron's outlook for the full year 2025 has been updated as follows:

• Revenue between $2.35 to $2.36 billion
• Non-GAAP diluted EPS between $6.84 to $6.94

Urbint, Inc. Acquisition
Itron, Inc. announced on October 6, 2025, the signing of a definitive agreement to acquire Urbint, Inc., a privately held software company based in Miami, Florida. The purchase price for the acquisition is $325 million and will be funded through cash on hand. The transaction is expected to close during the fourth quarter of 2025.

Earnings Conference Call
Itron will host a conference call to discuss the financial results contained in this release at 10 a.m. EDT on October 30, 2025. Interested parties may listen to the conference call on a live webcast. The webcast, along with a supplemental presentation, may be accessed from the company’s website at
https://investors.itron.com/events-presentations. Participants should access the webcast 10 minutes prior to the start of the call. A webcast replay of the conference call will be available through Nov. 6, 2025 and may be accessed on the company's website at https://investors.itron.com/events-presentations.

About Itron
Itron is transforming how the world manages energy, water and city services. Our trusted 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 to live and thrive. Join us as we create a more resourceful world: www.itron.com

Itron^® is a registered trademark of Itron, Inc. All third-party trademarks are property of their respective owners and any usage herein does not suggest or imply any relationship between Itron and the third party unless expressly stated.

Cautionary Note Regarding Forward Looking Statements
This release contains, and our officers and representatives may from time to time make, "forward-looking statements" within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements are neither historical factors nor assurances of future performance. These statements are based on our expectations about, among others, revenues, operations, financial performance, earnings, liquidity, earnings per share, cash flows and restructuring activities including headcount reductions and other cost savings initiatives. This document reflects our current strategy, plans and expectations and is based on information currently available as of the date of this release. When we use words such as "expect", "intend", "anticipate", "believe", "plan", "goal", "seek", "project", "estimate", "future", "strategy", "objective", "may", "likely", "should", "will", "will continue", and similar expressions, including related to future periods, they are intended to identify forward-looking statements. Forward-looking statements rely on a number of assumptions and estimates. Although we believe the estimates and assumptions upon which these forward-looking statements are based are reasonable, any of these estimates or assumptions could prove to be inaccurate and the forward-looking statements based on these estimates and assumptions could be incorrect. Our operations involve risks and uncertainties, many of which are outside our control, and any one of which, or a combination of which, could materially affect our results of operations and whether the forward-looking statements ultimately prove to be correct. Actual results and trends in the future may differ materially from those suggested or implied by the forward-looking statements depending on a variety of factors. Therefore, you should not rely on any of these forward-looking statements. Some of the factors that we believe could affect our results include our ability to execute on our restructuring plans, our ability to achieve estimated cost savings, the rate and timing of customer demand for our products, rescheduling of current customer orders, changes in estimated liabilities for product warranties, adverse impacts of litigation, changes in laws, regulations, tariffs, sanctions, trade policies and retaliatory responses, our dependence on new product development and intellectual property, future acquisitions, changes in estimates for stock-based and bonus compensation, increasing volatility in foreign exchange rates, international business risks, uncertainties caused by adverse economic conditions, including without limitation those resulting from extraordinary events or circumstances and other factors that are more fully described in Part I, Item 1A: Risk Factors included in our Annual Report on Form 10-K for the year ended Dec 31, 2024 and other reports on file with the Securities and Exchange Commission. Itron undertakes no obligation to update or revise any information in this press release.

Non-GAAP Financial Information
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. We provide these non-GAAP financial measures because we believe they provide greater transparency and represent supplemental information used by management in its financial and operational decision making. We exclude certain costs in our non-GAAP financial measures as we believe the net result is a measure of our core business. We believe these measures facilitate operating performance comparisons from period to period by eliminating potential differences caused by the existence and timing of certain expense items that would not otherwise be apparent on a GAAP basis. Non-GAAP performance measures should be considered in addition to, and not as a substitute for, results prepared in accordance with GAAP. We strongly encourage investors and shareholders to review our financial statements and publicly-filed reports in their entirety and not to rely on any single financial measure. Our non-GAAP financial measures may be different from those reported by other companies. When providing future outlooks and/or earnings guidance, a reconciliation of forward-looking non-GAAP diluted EPS to the GAAP diluted EPS has not been provided because we are unable to predict with reasonable certainty the potential amount or timing of restructuring related expenses and their related tax effects without unreasonable effort. These costs are uncertain, depend on various factors and could have a material impact on GAAP results for the guidance period. A more detailed discussion of why we use non-GAAP financial measures, the limitations of using such measures, and reconciliations between non-GAAP and the nearest GAAP financial measures are included in this press release.

For additional information, contact:

Itron, Inc.

Paul Vincent
Vice President, Investor Relations
(512) 560-1172

David Means
Director, Investor Relations
(737) 242-8448
Investors@itron.com

Itron, Inc.

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ITRON, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited, in thousands, except per share data)
			Three Months Ended September 30,							Nine Months Ended September 30,
				2025			2024				2025			2024
Revenues
	Product revenues		$	494,323		$	538,249			$	1,534,648		$	1,598,978
	Service revenues			87,302			77,213				260,889			228,995
		Total revenues		581,625			615,462				1,795,537			1,827,973
Cost of revenues
	Product cost of revenues			319,238			362,579				1,003,074			1,076,033
	Service cost of revenues			42,842			43,285				132,081			126,503
		Total cost of revenues		362,080			405,864				1,135,155			1,202,536
Gross profit				219,545			209,598				660,382			625,437
Operating expenses
	Sales, general and administrative			83,139			79,639				257,665			254,023
	Research and development			50,032			51,237				153,932			156,691
	Amortization of intangible assets			4,403			4,814				13,425			13,311
	Restructuring			188			(723	)			872			(624	)
	Loss on sale of business			—			698				79			656
		Total operating expenses		137,762			135,665				425,973			424,057
Operating income				81,783			73,933				234,409			201,380
Other income (expense)
	Interest income			13,569			13,420				37,582			22,394
	Interest expense			(5,647	)		(5,605	)			(16,888	)		(9,788	)
	Other income (expense), net			996			677				1,359			695
		Total other income (expense)		8,918			8,492				22,053			13,301
Income before income taxes				90,701			82,425				256,462			214,681
Income tax provision				(24,478	)		(3,515	)			(56,137	)		(32,124	)
Net income				66,223			78,910				200,325			182,557
	Net income attributable to noncontrolling interests			610			951				898			1,559
Net income attributable to Itron, Inc.			$	65,613		$	77,959			$	199,427		$	180,998
Net income per common share - Basic			$	1.43		$	1.73			$	4.38		$	3.98
Net income per common share - Diluted			$	1.41		$	1.70			$	4.30		$	3.91
Weighted average common shares outstanding - Basic				45,746			44,982				45,574			45,458
Weighted average common shares outstanding - Diluted				46,660			45,839				46,405			46,239

ITRON, INC.
SEGMENT INFORMATION
(Unaudited, in thousands)
			Three Months Ended September 30,							Nine Months Ended September 30,
				2025			2024				2025			2024
Product revenues
	Device Solutions		$	103,097		$	122,119			$	340,423		$	365,956
	Networked Solutions			365,378			390,201				1,119,381			1,158,857
	Outcomes			25,848			25,929				74,844			74,165
		Total Company	$	494,323		$	538,249			$	1,534,648		$	1,598,978
Service revenues
	Device Solutions		$	525		$	619			$	1,830		$	2,084
	Networked Solutions			28,324			26,512				85,987			78,076
	Outcomes			58,453			50,082				173,072			148,835
		Total Company	$	87,302		$	77,213			$	260,889		$	228,995
Total revenues
	Device Solutions		$	103,622		$	122,738			$	342,253		$	368,040
	Networked Solutions			393,702			416,713				1,205,368			1,236,933
	Outcomes			84,301			76,011				247,916			223,000
		Total Company	$	581,625		$	615,462			$	1,795,537		$	1,827,973
Gross profit
	Device Solutions		$	32,007		$	33,342			$	103,351		$	94,637
	Networked Solutions			154,761			149,648				460,718			452,830
	Outcomes			32,777			26,608				96,313			77,970
		Total Company	$	219,545		$	209,598			$	660,382		$	625,437
Operating income
	Device Solutions		$	24,875		$	26,485			$	80,800		$	71,913
	Networked Solutions			121,880			115,231				358,988			349,353
	Outcomes			16,806			11,186				46,823			30,928
	Corporate unallocated			(81,778	)		(78,969	)			(252,202	)		(250,814	)
		Total Company	$	81,783		$	73,933			$	234,409		$	201,380
Total Gross Margin				37.7	%		34.1	%			36.8	%		34.2	%

ITRON, INC.
CONSOLIDATED BALANCE SHEETS
(Unaudited, in thousands)			September 30, 2025				December 31, 2024
ASSETS
Current assets
	Cash and cash equivalents		$	1,331,944			$	1,051,237
	Accounts receivable, net			369,511				350,473
	Inventories			255,278				270,725
	Other current assets			187,298				143,457
		Total current assets		2,144,031				1,815,892
Property, plant, and equipment, net				111,989				115,428
Deferred tax assets, net				259,962				310,280
Other long-term assets				44,212				41,827
Operating lease right-of-use assets, net				32,742				28,957
Intangible assets, net				30,003				43,109
Goodwill				1,087,822				1,052,130
		Total assets	$	3,710,761			$	3,407,623
LIABILITIES AND EQUITY
Current liabilities
	Accounts payable		$	145,321			$	144,929
	Other current liabilities			59,712				61,241
	Wages and benefits payable			110,462				137,384
	Taxes payable			15,868				19,689
	Current portion of debt, net			458,928				—
	Current portion of warranty			12,867				14,302
	Unearned revenue			184,216				150,720
		Total current liabilities		987,374				528,265
Long-term debt, net				787,906				1,242,424
Long-term warranty				7,362				7,839
Pension benefit obligation				65,733				59,537
Deferred tax liabilities, net				808				565
Operating lease liabilities				22,890				25,350
Other long-term obligations				125,270				132,215
		Total liabilities		1,997,343				1,996,195
Equity
	Common stock			1,745,986				1,689,835
	Accumulated other comprehensive loss, net			(62,908	)			(109,931	)
	Retained earnings (accumulated deficit)			10,123				(189,304	)
		Total Itron, Inc. shareholders' equity		1,693,201				1,390,600
	Noncontrolling interests			20,217				20,828
		Total equity		1,713,418				1,411,428
		Total liabilities and equity	$	3,710,761			$	3,407,623

ITRON, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited, in thousands)			Nine Months Ended September 30,
				2025				2024
Operating activities
	Net income		$	200,325			$	182,557
	Adjustments to reconcile net income to net cash provided by operating activities:
		Depreciation and amortization of intangible assets		36,221				40,979
		Non-cash operating lease expense		8,856				11,481
		Stock-based compensation		47,819				32,067
		Amortization of prepaid debt fees		5,401				3,669
		Deferred taxes, net		48,860				(17,509	)
		Loss on sale of business		79				656
		Restructuring, non-cash		(25	)			(171	)
		Other adjustments, net		(531	)			(838	)
Changes in operating assets and liabilities, net of acquisition and sale of business:
	Accounts receivable			(12,127	)			(31,169	)
	Inventories			19,828				5,532
	Other current assets			(40,295	)			4,102
	Other long-term assets			6,918				(1,391	)
	Accounts payable, other current liabilities, and taxes payable			(5,959	)			(39,054	)
	Wages and benefits payable			(30,801	)			(18,010	)
	Unearned revenue			34,320				33,453
	Warranty			(2,404	)			(476	)
	Restructuring			(16,445	)			(19,816	)
	Other operating, net			(13,409	)			(27,736	)
		Net cash provided by operating activities		286,631				158,326
Investing activities
	Net proceeds related to the sale of business			278				405
	Acquisitions of property, plant, and equipment			(15,077	)			(20,878	)
	Business acquisitions, net of cash and cash equivalents acquired			—				(34,126	)
	Other investing, net			(1,995	)			212
		Net cash used in investing activities		(16,794	)			(54,387	)
Financing activities
	Proceeds from borrowings			—				805,000
	Issuance of common stock			6,332				4,317
	Payments on call spread for convertible offering			—				(108,997	)
	Repurchase of common stock			—				(100,000	)
	Prepaid debt fees			(2,207	)			(21,617	)
	Other financing, net			(2,288	)			(2,618	)
		Net cash provided by financing activities		1,837				576,085
Effect of foreign exchange rate changes on cash and cash equivalents				9,033				434
Increase in cash and cash equivalents				280,707				680,458
Cash and cash equivalents at beginning of period				1,051,237				302,049
Cash and cash equivalents at end of period			$	1,331,944			$	982,507

About Non-GAAP Financial 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. The presentation of this financial information is not intended to be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP, and other companies may define such measures differently. For a reconciliation of each non-GAAP measure to the most comparable financial measure prepared and presented in accordance with GAAP, please see the table captioned Reconciliations of Non-GAAP Financial Measures to the Most Directly Comparable GAAP Financial Measures.

We use these non-GAAP financial measures for financial and operational decision making and/or as a means for determining executive compensation. Management believes that these non-GAAP financial measures provide meaningful supplemental information regarding our performance and ability to service debt by excluding certain expenses that may not be indicative of our recurring core operating results. These non-GAAP financial measures facilitate management's internal comparisons to our historical performance, as well as comparisons to our competitors' operating results. 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. We believe that both management and investors benefit from referring to these non-GAAP financial measures in assessing our performance and when planning, forecasting and analyzing future periods. We believe these non-GAAP financial measures are useful to investors because they provide greater transparency with respect to key metrics used by management in its financial and operational decision making and because they are used by our institutional investors and the analyst community to analyze the health of our business.

Non-GAAP operating expenses and non-GAAP operating income – We define non-GAAP operating expenses as operating expenses excluding certain expenses related to the amortization of intangible assets, restructuring, loss on sale of business, strategic initiative expenses, and acquisition and integration related expenses. We define non-GAAP operating income as operating income excluding the expenses related to the amortization of intangible assets, restructuring, loss on sale of business, strategic initiative expenses, and acquisition and integration related expenses. 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. We consider these non-GAAP financial measures to be useful metrics for management and investors because they exclude the effect of expenses that are not related to our core operating results. By excluding these expenses, we believe that it is easier for management and investors to compare our financial results over multiple periods and analyze trends in our operations. For example, in certain periods, expenses related to amortization of intangible assets may decrease, which would improve GAAP operating margins, yet the improvement in GAAP operating margins due to this lower expense is not necessarily reflective of an improvement in our core business. There are some limitations related to the use of non-GAAP operating expenses and non-GAAP operating income versus operating expenses and operating income calculated in accordance with GAAP. We compensate for these limitations by providing specific information about the GAAP amounts excluded from non-GAAP operating expense and non-GAAP operating income and evaluating non-GAAP operating expense and non-GAAP operating income together with GAAP operating expense and operating income.

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. 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. 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. We compensate for these limitations by providing specific information regarding the GAAP amounts excluded from these non-GAAP measures and evaluating non-GAAP net income and non-GAAP diluted EPS together with GAAP net income attributable to Itron, Inc. and GAAP diluted EPS.

For interim periods the budgeted annual effective tax rate (AETR) is used, adjusted for any discrete items, as defined in Accounting Standards Codification (ASC) 740 - Income Taxes. The budgeted AETR is determined at the beginning of the fiscal year. The AETR is revised throughout the year based on changes to our full-year forecast. If the revised AETR increases or decreases by 200 basis points or more from the budgeted AETR due to changes in the full-year forecast during the year, the revised AETR is used in place of the budgeted AETR beginning with the quarter the 200 basis point threshold is exceeded and going forward for all subsequent interim quarters in the year. We continue to assess the AETR based on latest forecast throughout the year and use the most recent AETR anytime it increases or decreases by 200 basis points or more from the prior interim period.

Adjusted EBITDA – We define adjusted EBITDA as net income (a) minus interest income, (b) plus interest expense, depreciation and amortization, restructuring, loss on sale of business, strategic initiative expenses, acquisition and integration related expenses, and (c) excluding income tax provision or benefit. Management uses adjusted EBITDA as a performance measure for executive compensation. A limitation to using adjusted EBITDA is that it does not represent the total increase or decrease in the cash balance for the period and the measure includes some non-cash items and excludes other non-cash items. Additionally, the items that we exclude in our calculation of adjusted EBITDA may differ from the items that our peer companies exclude when they report their results. We compensate for these limitations by providing a reconciliation of this measure to GAAP net income.

Free cash flow – We define free cash flow as net cash provided by operating activities less cash used for acquisitions of property, plant and equipment. We believe free cash flow provides investors with a relevant measure of liquidity and a useful basis for assessing our ability to fund our operations and repay our debt. 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.

Constant currency – We refer to the impact of foreign currency exchange rate fluctuations in our discussions of financial results, which references the differences between the foreign currency exchange rates used to translate operating results from the entity's functional currency into U.S. dollars for financial reporting purposes. We also use the term "constant currency", which represents financial results adjusted to exclude changes in foreign currency exchange rates as compared with the rates in the comparable prior year period. We calculate the constant currency change as the difference between the current period results and the comparable prior period's results restated using current period foreign currency exchange rates.

The tables below reconcile the non-GAAP financial measures of operating expenses, operating income, net income, diluted EPS, adjusted EBITDA, and free cash flow with the most directly comparable GAAP financial measures.

ITRON, INC.
RECONCILIATIONS OF NON-GAAP FINANCIAL MEASURES
TO THE MOST DIRECTLY COMPARABLE GAAP FINANCIAL MEASURES
(Unaudited, in thousands, except per share data)
TOTAL COMPANY RECONCILIATIONS				Three Months Ended September 30,							Nine Months Ended September 30,
					2025			2024				2025			2024
	NON-GAAP OPERATING EXPENSES
		GAAP operating expenses		$	137,762		$	135,665			$	425,973		$	424,057
			Amortization of intangible assets		(4,403	)		(4,814	)			(13,425	)		(13,311	)
			Restructuring		(188	)		723				(872	)		624
			Loss on sale of business		—			(698	)			(79	)		(656	)
			Strategic initiative		(1,566	)		—				(1,566	)		—
			Acquisition and integration		(1,286	)		(248	)			(1,370	)		(656	)
		Non-GAAP operating expenses		$	130,319		$	130,628			$	408,661		$	410,058
	NON-GAAP OPERATING INCOME
		GAAP operating income		$	81,783		$	73,933			$	234,409		$	201,380
			Amortization of intangible assets		4,403			4,814				13,425			13,311
			Restructuring		188			(723	)			872			(624	)
			Loss on sale of business		—			698				79			656
			Strategic initiative		1,566			—				1,566			—
			Acquisition and integration		1,286			248				1,370			656
		Non-GAAP operating income		$	89,226		$	78,970			$	251,721		$	215,379
	NON-GAAP NET INCOME & DILUTED EPS
		GAAP net income attributable to Itron, Inc.		$	65,613		$	77,959			$	199,427		$	180,998
			Amortization of intangible assets		4,403			4,814				13,425			13,311
			Amortization of debt placement fees		1,777			1,759				5,271			3,538
			Restructuring		188			(723	)			872			(624	)
			Loss on sale of business		—			698				79			656
			Strategic initiative		1,566			—				1,566			—
			Acquisition and integration		1,286			248				1,370			656
			Income tax effect of non-GAAP adjustments		(3,021	)		(504	)			(4,974	)		(891	)
		Non-GAAP net income attributable to Itron, Inc.		$	71,812		$	84,251			$	217,036		$	197,644
		Non-GAAP diluted EPS		$	1.54		$	1.84			$	4.68		$	4.27
		GAAP weighted average common shares outstanding - Diluted			46,660			45,839				46,405			46,239
			Effect of call option transaction - 2021 Notes		(34	)		—				(11	)		—
		Non-GAAP weighted average common shares outstanding - Diluted			46,626			45,839				46,394			46,239
	ADJUSTED EBITDA
		GAAP net income attributable to Itron, Inc.		$	65,613		$	77,959			$	199,427		$	180,998
			Interest income		(13,569	)		(13,420	)			(37,582	)		(22,394	)
			Interest expense		5,647			5,605				16,888			9,788
			Income tax provision		24,478			3,515				56,137			32,124
			Depreciation and amortization		12,039			14,716				36,221			40,979
			Restructuring		188			(723	)			872			(624	)
			Loss on sale of business		—			698				79			656
			Strategic initiative		1,566			—				1,566			—
			Acquisition and integration		1,286			248				1,370			656
		Adjusted EBITDA		$	97,248		$	88,598			$	274,978		$	242,183
	FREE CASH FLOW
		Net cash provided by operating activities		$	117,829		$	65,301			$	286,631		$	158,326
			Acquisitions of property, plant, and equipment		(4,421	)		(6,623	)			(15,077	)		(20,878	)
		Free Cash Flow		$	113,408		$	58,678			$	271,554		$	137,448

FAQ

What were Itron's Q3 2025 revenue and EPS (ITRI)?

Q3 2025 revenue was $582M and GAAP diluted EPS was $1.41 (non-GAAP diluted EPS $1.54).

How did Itron's margins and cash flow perform in Q3 2025 (ITRI)?

Gross margin rose to 37.7% (+360 bps) and free cash flow increased to $113M (+$55M YoY).

What guidance did Itron issue for Q4 and full-year 2025 (ITRI)?

Q4 revenue guidance: $555–565M; Q4 non-GAAP diluted EPS: $2.15–2.25. Full-year revenue: $2.35–2.36B; non-GAAP EPS: $6.84–6.94.

What is the size and timing of Itron's Urbint acquisition (ITRI)?

Itron agreed to acquire Urbint for $325M, funded with cash on hand, expected to close in Q4 2025.

Which business segments weighed on Itron's Q3 2025 revenue (ITRI)?

Device Solutions (down 16%) and Networked Solutions (down 6%) were the primary drivers of the revenue decline, cited as portfolio optimization and timing of project deployments.

How large is Itron's backlog after Q3 2025 (ITRI)?

Total backlog at quarter end was reported at $4.3B.