Good day, and thank you for standing by. Welcome to Itron's Second Quarter 2025 Earnings Conference Call. Please note that today's conference is being recorded. I will now hand the conference over to your speaker host, Paul Vincent, Vice President of Investor Relations. Please go ahead.

Good morning, and welcome to Itron's Second Quarter 2025 Earnings Conference Call. Tom Deitrich, Itron's President and Chief Executive Officer; and Joan Hooper, Senior Vice President and Chief Financial Officer, will review Itron's second quarter results and provide a general business update and outlook. Earlier today, the company issued a press release announcing its results. This release also includes details related to the conference call and webcast replay information. Accompanying today's call is a presentation that is available through the webcast and on our corporate website under the Investor Relations tab. Following prepared remarks, the call will open for questions using the process the operator described. Before Tom begins, a reminder that our earnings release and financial presentation include non-GAAP financial information that we believe enhances the overall understanding of our current and future performance. Reconciliations of differences between GAAP and non-GAAP financial measures are available in our earnings release and on our Investor Relations website. We will be making statements during this call that are forward-looking. These statements are based on current expectations and assumptions that are subject to risks and uncertainties. Actual results could differ materially from these expectations because of factors that were presented in today's earnings release and comments made during this conference call as well as those presented in the Risk Factors section of our Form 10-K and other reports and filings with the Securities and Exchange Commission. All company comments, estimates or forward-looking statements are made in a good faith attempt to provide appropriate insight to our current and future operating and financial environment. Materials discussed today, July 31, 2025, may materially change, and we do not undertake any duty to update any of our forward-looking statements. Now please turn to Page 4 of our presentation as our CEO, Tom Deitrich, begins his remarks.

Thank you, Paul. Good morning, and thank you for joining our call. Itron delivered solid second quarter results despite ongoing macroeconomic and trade policy uncertainties. The team performed well, achieving revenue in line with expectations and earnings above the outlook. Financial highlights for the second quarter are detailed on Slide 4 and include revenue of $607 million, adjusted EBITDA of $90 million, non-GAAP earnings per share of $1.62 and free cash flow of $91 million. Turning to Slide 5, Itron set new quarterly records for margins, profitability, and cash flow. This improved financial performance resulted from the continued execution of our strategy and the expansion of our customers' infrastructure. Our differentiated Outcomes segment continued to drive growth, reinforcing our market leadership in agile distribution infrastructure. During 2Q, demand for Itron's Grid Edge Intelligence platform remains strong. By the end of the second quarter, we had shipped over 15.3 million distributed intelligence endpoints, up from 14.4 million at the end of Q1. The ongoing adoption of DI-capable technology underscores its importance for utilities seeking flexible infrastructure with real-time data capture and analytics. The long-term market outlook remains positive, driven by rising electricity demand, increased resiliency and reliability requirements, and ongoing focus on efficiency and safety. However, in the near term, customers and regulators face a more complex environment, leading to slower project deployments and delayed decisions in certain areas. Consequently, we are lowering our full-year revenue outlook midpoint by approximately 3%. At the same time, growing customer demand for high-value solutions, along with operational efficiencies, has raised our full-year EPS outlook midpoint by 13%. Despite more deliberate customer and regulatory decision-making in the short term, Itron continues to secure business from forward-looking customers adopting new solutions to address emerging challenges. Our second quarter bookings of $454 million are shown on Slide 6 and primarily driven by our Networked Solutions and Outcomes segments. As in recent years, we expect annual bookings to be weighted towards the second half of the year. We maintain our outlook for the full-year book-to-bill ratio of 1:1 or higher. Some of the key bookings for the quarter include a large European utility, Greece's Hellenic Electricity Distribution Network Operator, or HEDNO, selected Itron to assist its efforts to enhance consumer experience, improve operational efficiency, and support Greece's goal of net zero emissions by 2050. Itron's solution will help HEDNO future-proof its infrastructure and enable the adoption of Grid Edge Intelligence platforms while establishing a strong operational foundation. Tucson, Arizona selected Itron for a large-scale initiative that will support the city's critical water conservation goals. This network-as-a-service deployment will enable the city to efficiently collect and manage water consumption data without the burden of maintaining additional infrastructure. Now Joan will provide details about our second quarter and our outlook for the third quarter and the full year.

Thank you, Tom. Please turn to Slide 7 for a summary of consolidated GAAP results. Second quarter revenue of $607 million was within the range we expected and slightly lower than the prior year, which included a significant amount of constrained revenue catch-up. Gross margin of 36.9% is an all-time quarterly record and was 230 basis points higher than last year due to favorable mix. GAAP net income of $68 million or $1.47 per diluted share compares to $51 million or $1.10 per share in the prior year. The improvement was driven by higher levels of operating and interest income. Regarding non-GAAP metrics on Slide 8, non-GAAP operating income of $82 million was an all-time record and increased 19% year-over-year. Adjusted EBITDA of $90 million or 14.8% of revenue was also a new record and increased 16% year-over-year. Non-GAAP net income for the quarter was $75 million or $1.62 per diluted share versus $1.21 a year ago. Q2 free cash flow of $91 million was a new record and compares to $45 million a year ago. This improvement reflects strong year-over-year operational earnings growth, higher interest income, and lower tax payments. Year-over-year revenue growth by business segment is on Slide 9. Device Solutions revenue decreased 8% on a constant currency basis, primarily due to the expected decline in legacy electric product sales, partially offset by continued growth in water. Networked Solutions revenue decreased 1% year-over-year, primarily due to the nonrecurrence of revenue catch-up that occurred in Q2 of last year. Outcomes revenue increased 9% year-over-year due to continued growth of recurring revenue and software licenses. Moving to the non-GAAP year-over-year EPS bridge on Slide 10. Our Q2 non-GAAP EPS increased $0.41 year-over-year to $1.62 per diluted share. This was primarily driven by strong pretax operational performance, which contributed $0.39 year-over-year improvement. Turning to Slides 11 through 13, I'll review Q2 segment results compared with the prior year. Device Solutions revenue was $113 million with a gross margin of 29.8% and an operating margin of 22.6%. Gross margin increased 350 basis points year-over-year, and operating margin was up 260 basis points due to the favorable change in product mix. Networked Solutions revenue was $409 million with a gross margin of 38.5% and an operating margin of 29.6%. Gross margin increased 160 basis points year-over-year and operating margin was up 110 basis points due to improved products and customer mix. Outcomes revenue was $85 million. Gross margin was 38.5% and operating margin was 18.4%. Gross margin increased 370 basis points year-over-year and operating margin was up 470 basis points due to a higher margin revenue mix. Turning to Slide 14. I'll review liquidity and debt at the end of the second quarter. Total debt was $1.265 billion and net debt was $41 million. As of June 30, net leverage was 0.1x and cash and equivalents were $1.2 billion. Now please turn to Slide 15 for our third quarter outlook. As Tom noted, our customers are becoming more deliberate in their decision-making and slowing their activity levels in response to economic uncertainty, driven in part by the evolving trade policies. Although our long-term market expectations remain unchanged, we now anticipate a period of slower activity levels in the near term as our customers take time to assess the impact of emerging macroeconomic crosswinds on their business. Given this background, we now anticipate third quarter revenue to be between $570 million to $585 million. The midpoint of this range is down 6% versus Q3 of 2024. For non-GAAP earnings per share, we expect a range of $1.45 to $1.55 per diluted share. At the midpoint, this is a decrease of 18% versus Q3 of last year, which had an unusually low effective tax rate of just 4.5%. Normalized for a 25% effective tax rate, the midpoint of this range is up 4% versus Q3 of last year. Now please turn to Slide 16 for an update to our annual 2025 outlook. We now anticipate 2025 full year revenue to be within a range of $2.35 billion to $2.4 billion versus the $2.4 billion to $2.5 billion range we provided in February. At the midpoint, this represents a 3% decline versus our initial full year outlook. It also represents a 3% decrease versus 2024, which had approximately $125 million of catch-up revenue. Normalizing for the 2024 catch-up revenue, the midpoint of our updated guidance is approximately 3% year-over-year growth. Our non-GAAP earnings per share full year outlook range is increasing versus prior estimates. Our current expectations for 2025 non-GAAP earnings per share is a range of $6 to $6.20 per diluted share versus our February outlook of $5.20 to $5.60 per share. At the midpoint, the updated non-GAAP earnings per share estimate is up 9% versus 2024 and 13% versus prior guidance. We are proud of the work we have done to improve the margin profile of the business, which has allowed us to drive higher profitability on lower revenue. The revised full year guidance assumes a 22% effective tax rate. The actual tax rate could fluctuate based on jurisdictional mix and the timing of tax settlements. Clearly, there has been more uncertainty in the market environment than expected when we started this year. Our teams have and will continue to make the tactical adjustments necessary to support our customers' priorities as we maintain our long-term strategic course. Now I'll turn the call back to Tom.

Thank you, Joan. Our teams effectively managed macroeconomic and trade policy uncertainty in the second quarter, achieving expansion in both margins and free cash flow. Our intelligent connectivity and Grid Edge Intelligence offerings continue to scale in line with our strategic objectives. Although customers and regulators have recently slowed their activity to address increased decision complexity and policy uncertainty alongside their existing operational priorities, the outlook for market growth remains strong. Itron remains confident in delivering value for stakeholders through disciplined capital allocation and sustainable returns. Thank you for joining our call today. Operator, please open the line for some Q&A.

Our first question comes from Noah Kaye with Oppenheimer.

I do want to get to the revenue outlook, but I have to start with margins. I know you don't guide to EBITDA margins, but backing into something like 15% for the year, you'd be seeing almost a couple of hundred basis points expansion on lower revenue. You commented on it, Tom and Joan, in the prepared remarks, but I just want to understand, is there anything atypically beneficial to the mix this year? Or do you think these are the right margins as a jumping-off point as we look at next year?

I would say the EBITDA margin is a little bit higher than we would have expected when we started the year. We have definitely benefited from the structural changes we made in the device business. We shut an electric factory in France at the end of last year. Those products and customers supported out of that factory were lower than average margins for the segment. We have been very focused on getting devices margins up. So being close to 30% is certainly ahead of what we would have expected. Networks margins will tend to vary quarter-to-quarter depending on the specific deployment and the phase of the deployment. So again, they're on their path to hitting the margins we expect this quarter, a little bit higher than we would have expected. Outcomes, as we've talked about, is going to fluctuate quarter-to-quarter based on the software mix. We feel really good about the gross margin trajectory that we're on and still stand behind the '27 targets, which had an EPS range of 15% to 17%. As you say, we're already close to 15% now.

I did want to ask about the near-term outlook. Is the implication here that some of the kind of faster book and ship business is just really what's seeing the slowing? Or is there anything in kind of the backlog and networks where there's some delay, whether it's sort of funding availability for projects, government funding or the like? Just give us a little bit of color on kind of whether this is a push out of backlog or more book and ship?

Yes. It's more the backlog portion rather than the book and ship portion of the business. Book and ship is at least through 2Q has been humming along at the level that we would expect, plus or minus. On the project side of things, meaning the things that flow through longer-term backlog, customers are really bumping into some constraints here and there, whether it's labor constraints or project sequencing; they have to finish this before they start that, and they're stretching out timelines on projects a bit to live within a constrained capital budget for the year. So none of the backlog is going away. That's not the point. We're not seeing any project cancellations at all. I would say it's just more of a little bit slower deployment pace than what we saw in the first half of the year. That said, the things that they are prioritizing, the things that they are buying and driving through are grid efficiency, resiliency, reliability types of solutions, which tends to accrue towards the higher-margin portion of our portfolio. So again, we feel good about what customers are buying. We're working with them as they manage through some of the constraints on their side of the business. It's not slowing down the outlook for the market longer term. I think this is a temporal thing that will roll through the business.

Right. And I guess just the final observation to make sure I got it right is that if this is just sort of a pushout of revenues that are kind of in the bag that sets up an easier comp moving into next year. Is that a fair way to think about it?

Yes, I believe it's too early to predict where we will be next year. It will depend on the trajectory of bookings in the latter half of the year to determine where 2026 will ultimately go. However, your understanding of the revenue isn't going away; it's simply being delayed. We still anticipate growth in the coming year.

Our next question coming from the line of Jeff Osborne with TD Cowen.

Maybe just a follow-up to Noah's line of questioning, Tom. I think you count backlog when you get regulatory approval. Can you just talk about the sequencing or the pace of technical approval, which oftentimes has a lag between when you're receiving that notification versus when the regulator approves it?

Yes. I would say that we're in the normal-ish range for things that have been awarded but not yet regulatory approved. It is not in our backlog yet. Sometimes that number gets to be very large, as I had talked about towards the back end of last year. There's usually a couple hundred million dollars plus or minus that is in the category of awarded, not yet approved nor in backlog, and that's kind of the level that we're sitting at now. The opportunities that are planned for the back half of the year to ultimately come into bookings. There are some reasonably sized projects inside of there that will require regulatory approval. The pace of regulatory approvals continuing to move forward is important for the back half of the year, but things look to be lined up to achieve a book-to-bill for the full year of 1:1 or greater, as I mentioned in the prepared remarks.

Got it. And then maybe just reconciling your answers to Noah's question relative to the prepared remarks. In the prepared remarks, you seemed to blame the delays and the lower revenue guidance on tariffs and trade uncertainty and sort of big macro political things was the way I interpreted it. I think the majority of your customers are actually increasing their CapEx budgets. In response to Noah, you mentioned more reprioritization of projects, things taking a bit longer and labor availability. Can you just sort of weigh the two, like big picture macro things versus micro things at the utility level as to what the delays are?

Yes. So take it one step at a time, I agree with you that as a general rule, CapEx budgets for our customer base at large are increasing. Those CapEx budgets and when you see those announcements, they tend to be multiyear types of things. They used to have X, now they have X plus Y over the next three years. What causes slowdowns or constraints relative to budgets, which I was mentioning when it comes to revenue in the next quarter or two really has more to do with CapEx budget for this year. They tend to live within that annualized bucket. So I think there's a difference there in terms of the dividing line of folks having to live within their means for this year, even though the total bucket is going up over a multiyear period. That gives us confidence in the long-term trajectory of the marketplace for sure. We have confidence in the strength of the portfolio based on the prioritization that we see customers making around the constraints they are living within. They're buying the margin accretive portion of the portfolio.

My last one is just, I think in the past, you gave a rule of thumb of sort of 9 to 12 months lag between regulatory approval and the start of revenue recognition for Itron. Just given that this is highly complex stuff requires a lot of IT modernization, are you seeing any lengthening of that timeline? Just as people work with consultants and handle what data will be done at the enterprise level versus the cloud, et cetera?

We've seen that in certainly some isolated cases. I kind of mentioned that in response to Noah's question where projects are getting sequenced. If you do have a delay in an IT project, for example, you may not want to start the next one until you have finished up the prior project. So there is some sequencing that we have seen going on overall. I think that general rule of thumb of 9 to 12 months, we're probably pushing more towards the 12 than the 9 based on the pace of what we see in the marketplace today.

Our next question coming from the line of Ben Kallo with Baird.

Maybe following along the previous questions. On the M&A front, has any of this regulatory stuff changed your view on M&A? And as you build up more cash, maybe you could just remind us of the priorities of capital deployment right now.

Sure. The regulatory environment hasn't changed our view on M&A at all. We remain very active in the space and are looking for the right asset to add to our portfolio. Consistent with comments I have made in the past, we're looking for something that is accretive towards our software services portion of the portfolio. I think more Outcomes-oriented types of acquisitions are what we are looking for. Count on us to be disciplined with the capital allocation that we would make, but still an area that we're very active in.

And then maybe a follow-up, just as we look at the backlog and then into next year, how do we think about your ability to grow earnings and revenue? We used to have a 12-month backlog, but just how do we think about it going into next year?

Yes. We stopped talking about on the call the 12-month backlog a quarter ago because we thought it was actually getting confusing to investors because it is essentially a snapshot in time of the timing the customer wants in terms of deployment, and it changes all the time. If I think about the broader question, kind of what's the trajectory going into next year, as Tom said, it's a little too soon to say here's what we expect for '26. We do expect growth year-over-year from '26 over the '25 numbers we've just provided. A lot is going to depend on how back-end loaded the bookings are this year. Obviously, last year was very back-end loaded with the biggest percentage of our bookings in Q4. If that were to repeat itself, that tends to push the revenue out a little bit. If Q3 is a really strong bookings quarter, that tends to make it more potential for growth in '26. But again, it's a little too soon to talk about that. We're comfortable we've got a good pipeline of opportunities to get to the 1:1 bookings that Tom mentioned.

Our next question coming from the line of Joseph Osha with Guggenheim Partners.

Two questions. First, I'm wondering if some of this greater complexity that regulators are talking about might reflect a change in the nature of the projects themselves, with the services and products that you're delivering becoming more complicated and perhaps a little more difficult for regulators to understand. Is that maybe part of what's going on here?

No, I don't think so. I would look at it in a broader context, Joe. The regulators are primarily focused on what is the rate that ultimately would be flowing through to the consumers in their territory. They're primarily economic regulators. They're trying to balance the pressure that consumers are under from a cost perspective with the needs of new technology that utilities are trying to deploy to achieve their mandate of more resilient and reliable service overall. It is that natural push and pull, if you will, that is present on the minds of the regulators. The value that we provide our customers is what we work on to make sure that we help the customer put the right rate case forward to make sure that the regulator can clearly see the return on any investment they would make. Generally, rate cases are being approved when they are put forward. So I haven't seen the process stall. That isn't the point that we wanted to make, but it is a bit more complicated just in a general sense as utilities are trying to juggle some pretty big CapEx deployment to be able to keep up with demand as well as cope with the supply constraints that are out there. Regulators are trying to make sure that it is a reasonable deal with the right return on investment, and it isn't going to cause undue consumer spending constraints overall. So that's more the environment; it has less to do with Itron's specific portfolio.

Okay. Well, that's interesting because I feel like there's another point coming out here. If I go back to, I think it was Jeff's point earlier about utility CapEx generally going up, which it is. It sounds like you're saying, yes, it is, but you're getting some PUC pushback because of ratepayer and political unhappiness with retail rates. Is that part of it? It's just this intersection of the need to spend money with, I think what we all know are very, very high retail rates at the moment?

And our next question coming from the line of Chip Moore with ROTH Capital Partners.

Maybe just on a little bit more on Europe. It looks like you're starting to see some early traction at least on edge intelligence over there. Just how to think about that opportunity over the next, call it, 4 to 5 years?

You're correct. We have seen a reemergence of interest on the European side of things where they had gotten through their original, call it, AMI 1.0 deployment, which was a pretty basic meter-to-cash kind of setup. They absolutely are understanding the need now to get more value out of the distribution network with things like distributed intelligence and just edge intelligence overall. We have been mindful of making sure we are getting the right margin profile associated with these things. We're focused on selling complete solutions rather than individual piece parts to ensure that it generates the right return. As we work with customers on that, we absolutely have seen more success in this particular area. I would say that it's important for us to keep the right balance here. We want to make sure that the associated value we create for our shareholders and our customers is well aligned when we do those arrangements. I do see the European market, Western Europe specifically, as a more active place for us in the years to come. That's on top of the water business, which I don't want to gloss over. It is on top of the water business, which continues to hum along at a pretty nice clip for us.

Our next question coming from the line of Scott Graham with Seaport Research Partners.

I want to see if you're able to answer this question. Your '27 aspirational goal of $2.6 billion to $2.8 billion in sales. Does this sort of near-term couple, three quarters of uncertainty change that?

No. There's no change to the targets we have for '27. We never expected when we set these in early '24 that it would be a straight line, but we still feel very confident in the '27 targets.

Got it. And then while I have you, Joan, the mix factors, obviously, mix played a big role. Could you maybe isolate the 1, 2, 3 mix factors across the businesses, which drove the gross margin, largest ones?

Well, again, one of the earlier comments I kind of made by segment, they're really different in each segment. In the case of devices versus a year ago, we had some low-margin electricity products that we essentially end of life when we closed that factory. The device business has done really well with water in general; the water margins are higher than the electric product margins. So structurally, that has taken place as we expected and, in fact, a little faster than we expected. In the case of Networks, there's a lot going on under Networks. It's different customers with different price points of their deployments, different stages of their deployments. But in general, all of our segments have been focused on pruning their portfolio to accelerate margin growth, and I think they've all done a really nice job of doing that. Outcomes margins have more room to go up. As we've talked about in the past, if you get a higher software content quarter, you'll end up with higher margins, but I think they're on their pace to hit the margin targets for '27 as well.

Great. And if I may just sneak this last one in, the Outcomes sales sub-10% for the first time in a number of quarters. Is there anything we should read into that? Because that, as you have talked about, is led by Networks on the delay there, and Networks was really strong until the fourth quarter, double-digit. Is the second half outlook for Outcomes kind of the same high single, or do we get back to double-digit?

Again, we don't guide by segment, but I would say I don't think there's anything structurally different with the Outcomes business. To the extent it's been continuing to grow year-over-year, we would continue to see that.

Right. The real drivers inside of that, things like DI-capable endpoints being up 36% year-over-year. We still have $10-plus million in backlog. We've got 18-plus million licenses that have been licensed. That's up about 140% year-over-year. So the business is still ticking along as we would like. I wouldn't read into 1 point below the 10% threshold as anything other than just normal ebb and flow on a quarterly basis.

I'm showing no further questions in the Q&A queue at this time. I will now turn the call back over to Mr. Tom Deitrich for any closing remarks.

Thank you, Lydia. Thank you all for joining our call, and we look forward to updating you again next quarter.

This concludes today's conference. Thank you for your participation, and you may now disconnect.