UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020. OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of ...

Financial Data and Key Metrics Changes - Revenues for Q1 2020 were $68.4 million, a decrease of 7% compared to $73.6 million in Q1 2019, but an increase of 4% from the previous quarter [25] - Subscription fee revenues were $49 million, representing an 8% decrease year-over-year and a 1% decrease from the previous quarter [26] - Net income for Q1 2020 was $6.4 million, or 9.3% of revenues, a decrease of 21% compared to $8.1 million in Q1 2019, but an increase of 29% from the previous quarter [31] - Operating income was $10.1 million, or 14.7% of revenues, a decrease of 25% year-over-year but an increase of 3% from the previous quarter [29] Business Line Data and Key Metrics Changes - The subscriber base amounted to 1,794,000 as of March 31, 2020, with 17,000 new aftermarket subscribers added, while the OEM subscriber base declined by 4,000 [27] - Product revenues were $19.4 million, a decrease of 5% compared to Q1 2019 but an increase of 22% from the previous quarter [27] Market Data and Key Metrics Changes - In Israel, aftermarket business remained stable until March, with new car sales down 35% in March and 90% in April due to the pandemic [10][15] - In Brazil, new car sales were down 22% in March and 77% in April, reflecting significant economic weakness [15] Company Strategy and Development Direction - The company aims to expand its usage-based insurance (UBI) offerings beyond Israel into Argentina and Brazil, having signed agreements with multiple insurance companies [12][14] - Cost-cutting measures include salary reductions of up to 30% and a suspension of dividend payments to preserve cash [19][20] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism about returning to growth once the pandemic's impact subsides, highlighting the resilience of the business model with a strong subscriber base [22][23] - The company expects Q2 2020 to see the most significant impact from the pandemic, with EBITDA projected to decline by 10% to 20% compared to Q1 [22] Other Important Information - The company had cash and marketable securities of $50.1 million and net debt of $13.4 million as of March 31, 2020 [33] - The company repurchased a total of 227,828 shares amounting to approximately $6 million [34] Q&A Session Summary Question: Recovery expectations in Israel vs. Brazil - Management indicated that Israel is expected to recover more smoothly than Brazil due to the timing of the pandemic and the reopening of car dealerships [36][38] Question: Headcount reductions and cost savings - Management clarified that most cost reductions came from salary cuts rather than layoffs, with some temporary reductions in workforce due to decreased service needs [42][44] Question: Magnitude of cost savings in Q2 - Management stated that significant cost reductions were implemented to offset expected declines in revenue, with a conservative estimate of a 10% to 20% decline in EBITDA for Q2 [46][47] Question: OEM business pressures - Management noted that the OEM business in Brazil and Argentina was already under pressure before the pandemic, and the situation is expected to worsen due to the decline in car sales [48][49] Question: Currency impact on financials - Management acknowledged a currency impact of around $0.5 million in Q1 2020 compared to the previous year, primarily due to the weakness of the Brazilian real [52] Question: Use of capital and dividends - Management emphasized a conservative approach to capital use, focusing on preserving cash and being prepared for potential market opportunities [53] Question: Subscriber growth expectations - Management expressed cautious optimism about subscriber growth in Q3, contingent on market conditions improving [56][58]

Part I [Item 3. Key Information](index=7&type=section&id=ITEM%203.%20KEY%20INFORMATION) This section presents five-year financial data showing revenue growth but a sharp 2019 net income drop, alongside key business and operational risks [Selected Financial Data](index=7&type=section&id=A.%20SELECTED%20FINANCIAL%20DATA) Five-year data shows consistent revenue and subscriber growth, but a sharp drop in 2019 net income due to significant impairment charges Consolidated Statements of Income Data (2015-2019) | Year Ended December 31, | 2019 | 2018 | 2017 | 2016 | 2015 | | :--- | :--- | :--- | :--- | :--- | :--- | | **Total Revenues** | $279,332 | $253,335 | $234,636 | $199,574 | $175,628 | | **Gross profit** | $130,518 | $127,328 | $119,384 | $102,031 | $89,881 | | **Operating Income** | $22,654 | $62,378 | $56,535 | $47,998 | $40,644 | | **Net income attributable to Company stockholders** | $6,889 | $60,675 | $43,794 | $32,139 | $24,971 | | **Diluted Earnings per share** | $0.33 | $2.88 | $2.09 | $1.53 | $1.19 | Consolidated Balance Sheets Data (2015-2019) | Year Ended December 31, | 2019 | 2018 | 2017 | 2016 | 2015 | | :--- | :--- | :--- | :--- | :--- | :--- | | **Total Assets** | $339,235 | $373,792 | $215,159 | $178,019 | $142,003 | | **Total Liabilities** | $203,321 | $213,592 | $81,930 | $69,848 | $54,182 | | **Stockholders' Equity** | $129,330 | $153,693 | $125,790 | $102,229 | $83,698 | Telematics Subscribers (2015-2019) | Year Ended December 31, | 2019 | 2018 | 2017 | 2016 | 2015 | | :--- | :--- | :--- | :--- | :--- | :--- | | **Subscribers of telematics services** | 1,781,000 | 1,770,000 | 1,160,000 | 1,057,000 | 948,000 | [Risk Factors](index=10&type=section&id=D.%20RISK%20FACTORS) The company faces significant risks from its dependency on insurance partners, acquisition integration, customer concentration, and legal challenges - Revenues from Stolen Vehicle Recovery (SVR) services are **highly dependent on relationships with insurance companies**, which often mandate or incentivize the use of such systems[38](index=38&type=chunk)[39](index=39&type=chunk) - The company faces risks associated with the **integration of Road Track Holding S.L.**, acquired in September 2018[47](index=47&type=chunk) - In 2019, a single global vehicle manufacturer accounted for **15.8% of total sales**, creating a significant customer concentration risk[52](index=52&type=chunk) - The **COVID-19 pandemic poses a risk** to business operations, with potential negative effects on new car purchases, new installations, and product sales[67](index=67&type=chunk)[68](index=68&type=chunk) - The company is subject to a purported class action lawsuit in Israel, alleging **abuse of its monopoly status**, with a claimed amount of approximately **NIS 300 million (USD 87 million)**[69](index=69&type=chunk) - The company has been **declared a monopoly in Israel** for vehicle location systems, subjecting it to restrictions under the Israeli Antitrust Law[78](index=78&type=chunk) [Item 4. Information on the Company](index=23&type=section&id=ITEM%204.%20INFORMATION%20ON%20THE%20COMPANY) This section details the company's telematics services and products, its history including the Road Track acquisition, and its global operational structure [History and Development of the Company](index=23&type=section&id=A.%20HISTORY%20AND%20DEVELOPMENT%20OF%20THE%20COMPANY) The company was founded in 1994, went public on Nasdaq, and significantly expanded its Latin American presence with the 2018 Road Track acquisition - On September 13, 2018, the company acquired **81.3% of Road Track Holding S.L. for $91.7 million**, valuing the company at approximately $113 million[96](index=96&type=chunk)[97](index=97&type=chunk) Principal Capital Expenditures (2017-2019) | Year | Capital Expenditures (in millions) | | :--- | :--- | | 2019 | $18.3 | | 2018 | $21.4 | | 2017 | $16.3 | [Business Overview](index=24&type=section&id=B.%20BUSINESS%20OVERVIEW) The business is divided into telematics services and products, serving nearly 1.8 million subscribers across Israel, Brazil, and other Latin American countries Revenue and Subscriber Breakdown (2019) | Metric | Value | | :--- | :--- | | **Revenue from Telematics Services** | 73% | | **Revenue from Telematics Products** | 27% | | **Total Subscribers (Dec 31, 2019)** | 1,781,000 | | - Israel Subscribers | 610,000 | | - Brazil Subscribers | 489,000 | | - Other Countries Subscribers | 682,000 | - The company offers a 'Connected Car' service platform and a **Usage-Based Insurance (UBI) product** that analyzes driving behavior for personalized insurance policies[108](index=108&type=chunk)[109](index=109&type=chunk) - The company faces **strong competition** in its key markets from competitors including Pointer, Sascar, LoJack, and OnStar[140](index=140&type=chunk)[141](index=141&type=chunk) - The company **outsources the manufacturing** of its telematics products to a limited number of manufacturers in Israel and China[148](index=148&type=chunk) - The company operates under various governmental licenses for radio frequencies, which are typically **'secondary' or 'joint'**, potentially causing interference[156](index=156&type=chunk)[159](index=159&type=chunk) [Organizational Structure](index=38&type=section&id=C.%20ORGANIZATIONAL%20STRUCTURE) Ituran Location and Control Ltd. is the parent company with a network of subsidiaries primarily in the USA, Latin America, Israel, and Spain List of Significant Subsidiaries | Name of Subsidiary | Country of Incorporation | Ownership Interest | | :--- | :--- | :--- | | Ituran USA Holdings Inc | USA | 100% | | Ituran de Argentina S.A | Argentina | 100% | | Ituran Sistemas de Monitoramento Ltda | Brazil | 98% | | E.R.M. Electronic Systems Limited | Israel | 51% | | Ituran Spain Holding S.L | Spain | 81.3% | | Road Track De Colombia S.A.S | Colombia | 81.3% | | Road Track Ecuador, S.A. | Ecuador | 81.3% | | Road Track Mexico S.A. De C.V | Mexico | 81.3% | [Property, Plants and Equipment](index=39&type=section&id=D.%20PROPERTY%2C%20PLANTS%20AND%20EQUIPMENT) The company owns limited real estate and primarily leases its operational facilities, including its headquarters and network of base stations - The company owns an 8-floor office building in Sao Paulo, Brazil, and operating centers in **Mexico City, Quito (Ecuador), and Tirat Ha'Carmel (Israel)**[177](index=177&type=chunk) - The company leases its primary executive offices in Azour, Israel, with annual lease payments of approximately **$1,065,000 in 2019**[179](index=179&type=chunk) - Ituran operates a network of leased base station sites: **98 in Israel, 147 in Brazil, and 44 in Argentina**[186](index=186&type=chunk) [Item 5: Operating and Financial Review and Prospects](index=41&type=section&id=ITEM%205:%20OPERATING%20AND%20FINANCIAL%20REVIEW%20AND%20PROSPECTS) This section analyzes financial performance, highlighting a revenue increase but a sharp drop in operating income due to significant impairment charges [Operating Results](index=41&type=section&id=A.%20OPERATING%20RESULTS) Revenues rose 10.3% in 2019, but operating income plummeted 63.7% due to a $26.2 million impairment charge related to the Road Track acquisition - In 2019, the company recorded a combined impairment of **$26.2 million for goodwill and intangible assets** related to the decline in results from the Road Track acquisition[192](index=192&type=chunk)[255](index=255&type=chunk)[256](index=256&type=chunk) - In 2018, the company recorded a one-time, non-operational gain of approximately **$14.7 million** from re-measuring its previous investment in affiliated companies[260](index=260&type=chunk)[278](index=278&type=chunk) Telematics Services Subscriber Base by Geography | Region | 2019 | 2018 | 2017 | | :--- | :--- | :--- | :--- | | Israel | 610,000 | 551,000 | 501,000 | | Brazil | 489,000 | 555,000 | 438,000 | | Others | 682,000 | 664,000 | 221,000 | | **Total** | **1,781,000** | **1,770,000** | **1,160,000** | Year-over-Year Performance Comparison (2019 vs. 2018) | Metric | 2019 | 2018 | Change (%) | | :--- | :--- | :--- | :--- | | **Total Revenues** | $279.3M | $253.3M | +10.3% | | **Operating Income** | $22.7M | $62.4M | -63.7% | | **Income Tax Expenses** | $12.2M | $17.3M | -29.2% | [Liquidity and Capital Resources](index=59&type=section&id=B.%20LIQUIDITY%20AND%20CAPITAL%20RESOURCES) The company maintains a strong liquidity position with $59.7 million in operating cash flow, funding dividends and a share repurchase program Key Liquidity and Capital Metrics (as of Dec 31, 2019) | Metric | Amount (in millions) | | :--- | :--- | | Cash and marketable securities | $54.3 | | Working Capital | $73.1 | | Long-term loan | $49.8 | | Short-term loans | $18.1 | Historical Cash Flows (2017-2019) | (In thousands) | 2019 | 2018 | 2017 | | :--- | :--- | :--- | :--- | | Net cash provided by operating activities | $59,679 | $53,264 | $43,907 | | Net cash used in investing activities | ($18,287) | ($84,854) | ($14,685) | | Net cash provided by (used in) financing activities | ($38,927) | $49,769 | ($24,266) | - The company has a dividend policy to distribute **at least $5 million quarterly**, paying four such dividends in 2019[296](index=296&type=chunk)[299](index=299&type=chunk) - Under a $25 million share repurchase program, the company purchased **227,828 of its shares for approximately $6 million** in 2019[300](index=300&type=chunk)[301](index=301&type=chunk) [Research and Development, Patents and Licenses](index=63&type=section&id=C.%20RESEARCH%20AND%20DEVELOPMENT,%20PATENTS%20AND%20LICENSES) R&D activities focus on upgrading service infrastructure and developing new platforms, with expenditures increasing significantly in 2019 R&D Expenditures (2017-2019) | Year | R&D Expenditures (in millions) | | :--- | :--- | | 2019 | $13.9 | | 2018 | $6.2 | | 2017 | $3.2 | [Trend Information](index=63&type=section&id=D.%20TREND%20INFORMATION) The company identifies the COVID-19 pandemic as a significant forward-looking trend that may negatively affect its business operations - The **COVID-19 pandemic** is expected to have a negative effect on business in forthcoming quarters, potentially causing a decrease in new car purchases and a slowdown in the insurance sector[313](index=313&type=chunk) [Tabular Disclosure of Contractual Obligations](index=64&type=section&id=F.%20TABULAR%20DISCLOSURE%20OF%20CONTRACTUAL%20OBLIGATIONS) As of year-end 2019, the company had total contractual obligations of $95.1 million, primarily consisting of long-term debt Contractual Obligations as of December 31, 2019 (In USD thousands) | Contractual obligations | Total | Less than 1 year | 1-3 years | 3-5 years | After 5 years | | :--- | :--- | :--- | :--- | :--- | :--- | | Operating leases | 12,777 | 4,179 | 3,731 | 2,471 | 2,396 | | Purchase Obligations | 2,695 | 2,695 | - | - | - | | Obligation to purchase non-controlling interests | 11,743 | - | 11,743 | - | - | | Long – term debt obligations | 67,913 | 18,110 | 36,220 | 13,583 | - | | **Total** | **95,128** | **24,984** | **51,694** | **16,054** | **2,396** | [Item 6. Directors, Senior Management and Employees](index=65&type=section&id=ITEM%206.%20DIRECTORS,%20SENIOR%20MANAGEMENT%20AND%20EMPLOYEES) This section details the company's leadership, performance-based compensation structure, board practices, and global employee base of 2,908 people [Directors and Senior Management](index=65&type=section&id=A.%20DIRECTORS%20AND%20SENIOR%20MANAGEMENT) The company's leadership includes members of the Sheratzky family as President and Co-CEOs, with a staggered board structure in place Key Directors and Senior Management | Name | Position | | :--- | :--- | | Izzy Sheratzky | President and director | | Ze'ev Koren | Chairman of the Board of Directors | | Eyal Sheratzky | Co-Chief Executive Officer and Director | | Nir Sheratzky | Co-Chief Executive Officer and Director | | Eli Kamer | Executive Vice President, Finance; Chief Financial Officer | - The company's articles of association provide for a **staggered board** with three classes of directors, which may delay or prevent a change of control[337](index=337&type=chunk) [Compensation](index=69&type=section&id=B.%20COMPENSATION) Executive compensation is heavily performance-based, with the five highest-paid officers receiving a total of $6.2 million in 2019 Compensation of 5 Highest Paid Officers (2019, in thousand USD) | Officer | Management fees/Wage | Bonus (results based) | Total | | :--- | :--- | :--- | :--- | | Izzy Sheratzky (President) | 756 | 1,086 | 1,842 | | Eyal Sheratzky (Co-CEO) | 588 | 884 | 1,472 | | Nir Sheratzky (Co-CEO) | 588 | 884 | 1,472 | | Gil Sheratzky (CEO of Subsidiary) | 417 | 631 | 1,048 | | Ami Saranga (Deputy CEO) | 209 | 112 | 398 | - The aggregate compensation paid to all officers as a group during 2019 was approximately **$10 million**[343](index=343&type=chunk) - The company has a **shareholder-approved compensation policy** for office holders, which governs compensation structure in compliance with Israeli law[353](index=353&type=chunk)[354](index=354&type=chunk) [Board Practices](index=71&type=section&id=C.%20BOARD%20PRACTICES) The board includes two external directors as required by Israeli law and maintains independent Audit and Compensation Committees - The board of directors is required to include **at least two external directors** under Israeli law, who are elected for three-year terms[361](index=361&type=chunk) - The **Audit Committee** is comprised of three independent directors and is responsible for overseeing accounting, reporting, and financial control practices[369](index=369&type=chunk)[371](index=371&type=chunk) - The **Compensation Committee**, also comprised of three independent directors, is responsible for recommending and reviewing the company's compensation policy[377](index=377&type=chunk)[378](index=378&type=chunk) [Employees](index=77&type=section&id=D.%20EMPLOYEES) As of year-end 2019, the company had 2,908 employees, with the largest concentrations in Brazil and Israel Employee Breakdown by Geographic Location (2017-2019) | Region | 2019 | 2018 | 2017 | | :--- | :--- | :--- | :--- | | Israel | 863 | 855 | 843 | | Brazil | 884 | 990 | 694 | | Argentina | 211 | 263 | 146 | | Mexico | 416 | 473 | --- | | Ecuador | 314 | 345 | --- | | Colombia | 182 | 212 | --- | | **Total** | **2,908** | **3,172** | **1,718** | [Share Ownership](index=80&type=section&id=E.%20SHARE%20OWNERSHIP) Key insiders beneficially own a significant portion of the company's shares, with Izzy Sheratzky holding approximately 19.59% Beneficial Share Ownership of Key Directors (as of April 21, 2020) | Name of Director | Percentage of beneficial ownership | | :--- | :--- | | Izzy Sheratzky | 19.59% | | Professor Yehuda Kahane | 6.97% | | Efraim Sheratzky | 1.16% | | Yigal Shani | 1.18% | [Item 7. Major Shareholders and Related Party Transactions](index=81&type=section&id=ITEM%207.%20MAJOR%20SHAREHOLDERS%20AND%20RELATED%20PARTY%20TRANSACTIONS) This section identifies major institutional shareholders and details related party transactions, primarily service agreements with entities controlled by top executives [Major Shareholders](index=81&type=section&id=A.%20MAJOR%20SHAREHOLDERS) Moked Ituran Ltd. is the largest shareholder with 19.58% ownership, followed by several major institutional investors Major Shareholders (>5%) as of April 21, 2020 | Shareholder | % Voting | | :--- | :--- | | Moked Ituran Ltd. | 19.58% | | FMR LLC. | 8.86% | | Vulcan Value Partners | 8.01% | | Renaissance Technologies LLC. | 6.87% | [Related Party Transactions](index=82&type=section&id=B.%20RELATED%20PARTY%20TRANSACTIONS) The company engages in transactions with entities controlled by its executives, including service agreements and the procurement of insurance policies - The company purchases its insurance policies through an agency co-owned by two directors, which earned commissions of approximately **$130,000 in 2019**[409](index=409&type=chunk) - **Service agreements** are in place with entities controlled by Izzy Sheratzky, Eyal Sheratzky, and Nir Sheratzky for their roles as President and Co-CEOs[412](index=412&type=chunk)[413](index=413&type=chunk)[414](index=414&type=chunk) - The company purchases GPS/GPRS equipment from its 51%-owned subsidiary, E.R.M Electronic Systems Limited, amounting to approximately **NIS 51.6 million (or $14.5 million)** in 2019[435](index=435&type=chunk) [Item 8. Financial Information](index=89&type=section&id=ITEM%208.%20FINANCIAL%20INFORMATION) This section details material legal proceedings, including significant tax assessments in Brazil and class action lawsuits in Israel [Consolidated Statements and Other Financial Information](index=89&type=section&id=A.%20CONSOLIDATED%20STATEMENTS%20AND%20OTHER%20FINANCIAL%20INFORMATION) The company is involved in several material legal proceedings, including tax disputes in Brazil and class action lawsuits in Israel - The company is contesting a tax assessment from the Brazilian Internal Revenue Service, with the claimed amount estimated at **R$12.6 million (approx. US$ 3.15 million)**[438](index=438&type=chunk) - The company is facing tax assessments from Brazil's Anatel for FUST and FUNTELL contributions, with aggregate claims of approximately **R$22.1 million (US$5.49 million)**[439](index=439&type=chunk)[440](index=440&type=chunk) - A purported class action lawsuit was filed against the company in Israel, alleging **abuse of its monopoly status**, with an estimated claim of **NIS 300 million (approximately USD 87 million)**[442](index=442&type=chunk) - Two class action lawsuits were filed against the company in Israel related to a **data security breach**, with total claims estimated at **NIS 600 million (approximately USD 170 million)**[443](index=443&type=chunk) [Item 10. Additional Information](index=92&type=section&id=ITEM%2010.%20ADDITIONAL%20INFORMATION) This section details the company's corporate governance, material contracts, and tax considerations for the company and its shareholders [Memorandum and Articles of Association](index=92&type=section&id=B.%20MEMORANDUM%20AND%20ARTICLES%20OF%20ASSOCIATION) The company operates under Israeli Companies Law, which codifies fiduciary duties and mandates specific approval processes for related-party transactions - Israeli law codifies **fiduciary duties** for office holders, consisting of a duty of loyalty and a duty of care[453](index=453&type=chunk) - **Extraordinary transactions with a controlling shareholder** require approval from the audit committee, the board of directors, and a special majority of shareholders[460](index=460&type=chunk) - Under Israeli law, an acquisition of shares that would result in a holding of **25% or more, or over 45%**, of the voting rights requires a special tender offer[464](index=464&type=chunk) [Material Contracts](index=102&type=section&id=C.%20MATERIAL%20CONTRACTS) The most significant material contract is the September 2018 acquisition of 81.3% of Road Track Holding S.L. for $91.7 million - The company acquired 81.3% of Road Track Holding S.L. for **$91.7 million**, comprising cash, shares, and a management bonus[492](index=492&type=chunk)[493](index=493&type=chunk) [Taxation](index=102&type=section&id=E.%20TAXATION) The company benefits from reduced tax rates in Israel, while the section outlines tax implications for both U.S. and Israeli shareholders - For US Holders, dividends paid by the company are generally subject to US federal income tax and may be eligible for **reduced tax rates on 'qualified dividend income'**[507](index=507&type=chunk)[509](index=509&type=chunk) - The corporate tax rate in Israel was **23% from 2018 onwards**, but the company may benefit from reduced rates under 'Preferred Enterprise' programs[521](index=521&type=chunk)[524](index=524&type=chunk)[528](index=528&type=chunk) - **Non-residents of Israel are generally exempt** from Israeli capital gains tax on the sale of shares of Israeli companies publicly traded outside of Israel[543](index=543&type=chunk) [Item 11. Quantitative and Qualitative Disclosures About Market Risk](index=112&type=section&id=ITEM%2011.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK) The company's principal market risks are foreign exchange rate risk, particularly from the NIS and BRL, and interest rate risk Revenue and Expense Currency Breakdown (2019) | Currency | % of Revenues | % of Expenses | | :--- | :--- | :--- | | USD and other | 29.3% | 33.4% | | NIS | 40.0% | 42.5% | | BRL | 30.7% | 24.1% | - The company uses **foreign currency forward transactions** to hedge against exchange rate fluctuations, primarily for inventory purchases[553](index=553&type=chunk) Part II [Item 15. Controls and Procedures](index=114&type=section&id=ITEM%2015.%20CONTROLS%20AND%20PROCEDURES) Management concluded that the company's disclosure controls and internal control over financial reporting were effective as of year-end 2019 - Management concluded that the company's **disclosure controls and procedures were effective** as of December 31, 2019[556](index=556&type=chunk) - Based on an assessment using the COSO framework, management concluded that the company's **internal control over financial reporting was effective**[558](index=558&type=chunk)[559](index=559&type=chunk) - The independent registered public accounting firm issued an **unqualified opinion**, stating that the company maintained effective internal control over financial reporting[564](index=564&type=chunk) [Item 16. Other Information](index=123&type=section&id=ITEM%2016.%20Other%20Information) This section identifies the board's financial expert, details accountant fees, and outlines the company's $25 million share repurchase program - The board of directors has determined that Mr. Israel Baron qualifies as an **'audit committee financial expert'**[591](index=591&type=chunk) - As a foreign private issuer, the company follows certain **Israeli home country corporate governance practices** in lieu of Nasdaq rules[599](index=599&type=chunk) Principal Accountant Fees (in thousands, USD) | Fee Type | 2019 | 2018 | | :--- | :--- | :--- | | Audit Fees | 546 | 381 | | Tax Fees | 106 | 6 | | **Total** | **652** | **387** | Share Repurchases in 2019 | Metric | Value | | :--- | :--- | | Total Number of Shares Repurchased | 227,828 | | Average Price Paid per Share | $26.33 | | Total Proceeds | $5,997,801 | | Max Value Remaining Under Program | $19,002,199 | Part III [Item 18. Financial Statements](index=125&type=section&id=ITEM%2018.%20FINANCIAL%20STATEMENTS) The consolidated financial statements show 2019 revenues of $279.3 million but a sharp drop in net income to $6.9 million due to impairment charges [Consolidated Balance Sheets](index=136&type=section&id=Consolidated%20Balance%20Sheets) Total assets decreased to $339.2 million in 2019, primarily due to a reduction in goodwill and intangible assets from impairment Consolidated Balance Sheet Highlights (in thousands) | Account | Dec 31, 2019 | Dec 31, 2018 | | :--- | :--- | :--- | | **Total Assets** | **$339,235** | **$373,792** | | Goodwill | $50,086 | $62,896 | | Intangible assets, net | $23,355 | $39,040 | | **Total Liabilities** | **$203,321** | **$213,592** | | Long-term loan from bank | $49,803 | $62,622 | | **Total Equity** | **$135,914** | **$160,200** | [Consolidated Statements of Income](index=138&type=section&id=Consolidated%20Statements%20of%20Income) Revenues increased in 2019, but significant impairment charges for goodwill and intangible assets drove operating income down sharply Consolidated Statement of Income Highlights (in thousands, except EPS) | Account | 2019 | 2018 | 2017 | | :--- | :--- | :--- | :--- | | **Total Revenues** | **$279,332** | **$253,335** | **$234,636** | | Gross profit | $130,518 | $127,328 | $119,384 | | Impairment of goodwill | $12,292 | - | - | | Impairment of intangible assets | $13,715 | - | - | | **Operating income** | **$22,654** | **$62,378** | **$56,535** | | **Net income attributable to the Company** | **$6,889** | **$60,675** | **$43,794** | | **Diluted earnings per share** | **$0.33** | **$2.88** | **$2.09** | [Consolidated Statements of Cash Flows](index=142&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) The company generated $59.7 million in cash from operations, which funded capital expenditures, dividend payments, and share repurchases Consolidated Statement of Cash Flows Highlights (in thousands) | Account | 2019 | 2018 | 2017 | | :--- | :--- | :--- | :--- | | Net cash provided by operating activities | $59,679 | $53,264 | $43,907 | | Net cash used in investing activities | ($18,287) | ($84,854) | ($14,685) | | Net cash provided by (used in) financing activities | ($38,927) | $49,769 | ($24,266) | | Net increase in cash and cash equivalents | $2,566 | $14,492 | $5,819 | [Notes to Consolidated Financial Statements](index=144&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) The notes detail significant accounting policies, the Road Track acquisition and subsequent impairment, and segment performance - The company adopted **ASC 606 (Revenue from Contracts with Customers)** on January 1, 2018, using the modified retrospective method[724](index=724&type=chunk)[725](index=725&type=chunk) - The company adopted **ASC 842 (Leases)** on January 1, 2019, resulting in the recognition of operating lease liabilities of $9 million[764](index=764&type=chunk)[779](index=779&type=chunk) - The 2019 impairment charges included **$12.3 million for goodwill and $13.9 million for intangible assets**, primarily due to the underperformance of the acquired Road Track business[818](index=818&type=chunk)[822](index=822&type=chunk) - The company operates in two reportable segments: **Telematics services and Telematics products**, with the latter reporting an operating loss in 2019 due to impairment charges[896](index=896&type=chunk)[901](index=901&type=chunk)

Financial Data and Key Metrics Changes - Non-GAAP revenues for Q4 2019 were $66.2 million, a decrease of 17% compared to $79.4 million in Q4 2018 [17] - Non-GAAP operating profit for Q4 2019 was $11.8 million, down from $18.9 million in Q4 2018 [18] - Non-GAAP net profit for Q4 2019 was $6.6 million, or fully diluted EPS of $0.31, compared to $12 million or EPS of $0.56 in Q4 2018 [19] - Revenues for the full year 2019 were $283 million, an increase of 12% compared to $253.6 million in 2018 [20] - Non-GAAP net income for 2019 was $33.3 million, or fully diluted EPS of $1.58, down from $47.8 million or EPS of $2.27 in 2018 [21] Business Line Data and Key Metrics Changes - The aftermarket business in Israel added approximately 20,000 net subscribers in Q4 2019, marking a recovery [5] - The OEM business in Brazil and Argentina faced challenges, with a decline of 22,000 subscribers in Q4 2019 due to reduced free trial periods [18][12] - Product revenues for Q4 2019 were $15.8 million, a 34% decrease compared to the same quarter last year, primarily due to lower contributions from the OEM business [18] Market Data and Key Metrics Changes - Geographic revenue breakdown for Q4 2019: Israel 43%, Brazil 31%, rest of the world 26% [18] - The aftermarket business in Brazil is expected to continue its recovery, while the OEM business is projected to face ongoing challenges [10][12] Company Strategy and Development Direction - The company aims to leverage its usage-based insurance (UBI) offering in Israel to drive subscriber growth and revenue [7] - Plans to expand the ICS program in Mexico, with expectations for significant revenue impact in 2021 [11] - The company is focusing on cost-cutting measures in Brazil and Argentina to improve margins in the OEM segment [14] Management's Comments on Operating Environment and Future Outlook - Management believes Q4 2019 represents the bottom and expects sequential growth throughout 2020 [4][15] - The company anticipates that the impact of the coronavirus will shift some revenues from Q1 to Q2 2020, but does not expect significant direct effects [14] - Management is optimistic about growth in the Indian market, with ongoing pilots and negotiations [16] Other Important Information - The company declared a dividend of $5 million for Q4 2019, with a record date of March 24, 2020 [22] - As of December 31, 2019, the company had cash of $54.3 million and debt of $67.9 million, resulting in net debt of $13.6 million [21] Q&A Session Summary Question: Can you run us through the dynamics through the different geographies? - Management indicated that Q4 was the bottom for results, with expectations for recovery in the aftermarket in Brazil and ongoing challenges in the OEM segment [25][30] Question: What triggered the impairment at Road Track? - The impairment was due to accounting requirements following the acquisition, influenced by reduced forecasts in the Brazilian and Argentinian markets [32][33] Question: Could you update us on the OEM renewal rates? - Renewal rates remain around 35%, but absolute numbers have decreased due to challenges in Brazil and Argentina [36] Question: How should we think about the dollar magnitude of cost synergies in 2020? - Management could not provide specific numbers but expects benefits from cost-cutting measures to materialize in 2020 [37] Question: How do you see the shift in the OEM business impacting margins? - While hardware sales have lower margins, the overall OEM business is expected to see higher margins as the company integrates its teams and operations [39] Question: Can you provide an update on the Indian market? - The Indian market is currently in pilot mode, with expectations for significant deals in 2021 based on current negotiations [49]

Financial Data and Key Metrics Changes - Non-GAAP revenues for Q3 2019 were $70 million, a 31% increase from $53.4 million in Q3 2018, with local currency growth at 33% year-over-year [18] - Non-GAAP operating profit for Q3 2019 was $13.7 million, slightly below the $14 million reported in Q3 2018, with local currency profit unchanged year-over-year [20] - Non-GAAP net profit was $7.8 million in Q3 2019, down from $12.5 million in Q3 2018, resulting in a fully diluted EPS of $0.37 compared to $0.60 [20] Business Line Data and Key Metrics Changes - The aftermarket business in Israel showed stable performance with a leading market share, while new car sales remained similar to 2018 levels [5][6] - In Brazil, the aftermarket business faced growth challenges, but net subscriber additions returned to over 20,000 per quarter as of mid-2019 [10] - The OEM business in Mexico faced challenges due to the discontinuation of 2G networks, but customers have started using 3G systems as of October [12] Market Data and Key Metrics Changes - Revenue breakdown for Q3 2019: Israel 40%, Brazil 34%, and the rest of the world 26% [19] - The aftermarket in Mexico is expected to launch in the second half of 2020, with positive impacts anticipated in 2021 [11] Company Strategy and Development Direction - The company aims to provide a financial breakdown of its two main business segments starting from Q4 2019 to enhance performance analysis [4] - Ituran is focusing on expanding its aftermarket business model into new geographies following the acquisition of Road Track, while also seeking cost synergies to improve margins [15][50] - The company is positioning itself as a leading mobility technology investor in Israel, with plans to leverage technological advancements in the consumer-oriented mobility market [17] Management's Comments on Operating Environment and Future Outlook - Management described 2019 as a transition year with various challenges, but expressed optimism about overcoming these hurdles and improving visibility in 2020 [56][58] - The management acknowledged the impact of economic conditions in Brazil and Argentina on OEM business, but emphasized efforts to maintain margins and subscriber retention [23][30] Other Important Information - Cash flow from operations during Q3 2019 was $11.5 million, with cash and marketable securities totaling $56.5 million and debt at $74.5 million [20] - A dividend of $5 million was declared for Q3 2019, with a record date of December 24, 2019 [21] Q&A Session Summary Question: OEM situation in Brazil and subscriber numbers - Management indicated that while subscriber numbers are stable, ARPU is expected to decline due to changes in the free trial period and economic conditions [22][23] Question: Subscriber retention rates - Retention rates post-free trial are above 35%, which is considered successful compared to industry standards [27][28] Question: Impact of reduced free trial period on Q3 results - The change from a six-month to a three-month free trial period had a significant impact, with a revenue decline closer to $1.5 million in Q3 [33] Question: Growth expectations in Mexico - The company is cautiously optimistic about the growth potential in Mexico, expecting significant growth in 2021 and 2022 as market education progresses [36][37] Question: Update on Road Track acquisition - Management believes the acquisition was strategically sound, providing a platform for expansion into new markets despite current challenges in Brazil [50][52] Question: Visibility on future performance - Management acknowledged that 2019 has been a transition year affecting visibility, but expects improved clarity and performance in 2020 [56][58]

Financial Data and Key Metrics Changes - Non-GAAP revenues for Q2 2019 were $72.2 million, a 25% increase from $57.7 million in Q2 2018. In local currency terms, revenue would have grown by 33% year-over-year [18] - Adjusted EBITDA for the quarter was $20.6 million, a 15% increase compared to $17.8 million in Q2 2018. In local currency terms, the increase was 24% year-over-year [19] - Net profit was $9.6 million, or fully diluted EPS of $0.46, a decline of 20% year-over-year compared to $12 million, or EPS of $0.57 in Q2 2018 [20] - Cash flow from operations during the quarter was $16.3 million, with cash including marketable securities of $62.8 million and debt of $76.2 million, resulting in a net debt position of $13.4 million [21] Business Line Data and Key Metrics Changes - The aftermarket subscriber growth rate exceeded 20,000 in Q2 2019, returning to strong growth levels seen in previous years [4] - The active subscriber base at the end of Q2 was 1,757,000, with 1,250,000 from retail and 507,000 from OEM. The company added 21,000 aftermarket subscribers but experienced a decline of 47,000 OEM subscribers due to a reduction in the free trial period [13] - Subscription fees contributed $52.7 million, a 27% year-on-year increase, while product revenues were $19.6 million, a 21% increase over the same quarter last year [18] Market Data and Key Metrics Changes - Geographic revenue breakdown for Q2 was 38% from Israel, 38% from Brazil, and 24% from the rest of the world [18] - The company noted significant currency impacts, particularly from the Brazilian real and Argentinian peso, affecting revenue translation to U.S. dollars [13] Company Strategy and Development Direction - The company aims to leverage its new usage-based insurance (UBI) product as a significant growth vector across all regions [9] - The Road Track acquisition is intended to enhance the company's footprint as a major telematics player throughout Latin America [11] - The company is focused on cross-selling capabilities to newly acquired customers and expanding services into new countries [14] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in improved financial performance towards the end of 2019 and into 2020, citing strong aftermarket subscriber growth and successful implementation of dynamic pricing in Brazil [4][14] - The management acknowledged challenges in the OEM segment due to economic conditions in Brazil but remains optimistic about stabilizing subscriber numbers [32] Other Important Information - A dividend of $5 million was declared for Q2 2019, with a record date of September 26, 2019, and payment scheduled for October 10, 2019 [22] - The company has initiated a $25 million share buyback program approved by the Board [16] Q&A Session Summary Question: Insights on aftermarket subscriber growth exceeding expectations - Management attributed the growth to the successful launch of a dynamic pricing system in collaboration with insurance companies in Brazil, which allowed for more customer recruitment and profitability [25] Question: Outlook on margin expansion in the aftermarket business - Management indicated that while subscriber growth is expected to continue, the financial results will take time to reflect this growth due to the fixed cost structure [28][29] Question: Impact of OEM subscriber decrease - The decrease was primarily due to a reduction in the free trial period by an OEM customer in Brazil, which led to a one-time drop in subscribers [31] Question: Expectations for OEM subscriber numbers in Q3 - Management expects OEM subscriber numbers to stabilize in Q3, with no further significant declines anticipated [35][52] Question: Clarification on gross margin trends - Management explained that recent declines in gross margin were due to the slow growth in Brazil, but they expect margins to improve as subscriber numbers increase [42][47]

Financial Data and Key Metrics Changes - Non-GAAP revenue for Q1 2019 was $74.6 million, an 18% increase compared to $63.1 million in Q1 2018, with local currency revenue growing 32% year-over-year [17] - Non-GAAP operating profit for Q1 2019 was $16.2 million, a 4% increase from $15.5 million in Q1 2018, with a 24% growth in local currency terms [18] - Net profit for the quarter was $10.7 million, or fully diluted EPS of $0.50, a decline of 5% year-over-year [19] Business Line Data and Key Metrics Changes - Active subscriber base at the end of Q1 2019 was 1,783,000, with retail subscribers at 1,229,000 and OEM subscribers at 554,000 [11] - Net additions in Q1 2019 totaled 13,000, with 8,000 from retail and 5,000 from OEM [11] - Subscription fee revenue was $54.2 million, representing a 19% year-on-year increase, with local currency growth of 36% [17] Market Data and Key Metrics Changes - Geographic revenue breakdown for Q1 2019: Israel 38%, Brazil 37%, and the rest of the world 25% [18] - The economic situation in Brazil has led to a slowdown in subscriber recruitment due to increased insurance premiums and customer filters [5][6] Company Strategy and Development Direction - The company aims to leverage its telematics services across Latin America, expanding its subscriber base beyond Israel and Brazil [3][4] - A new agreement with Harel Insurance in Israel is expected to accelerate subscriber growth through a usage-based insurance program [7][8] - The company is focusing on cross-selling capabilities and launching additional services in new geographies [13] Management's Comments on Operating Environment and Future Outlook - Management expects subscriber growth in Brazil to return to historical levels by Q2 2019, although financial impacts may take longer to materialize [30] - The company is optimistic about the potential of usage-based insurance (UBI) agreements, anticipating significant market interest and expansion opportunities [9][34] Other Important Information - A quarterly dividend of $5 million was declared, with a share buyback program of up to $25 million approved until December 2020 [14][15] - The company is experiencing currency translation impacts, particularly from the Brazilian Real, affecting reported revenues [12] Q&A Session Summary Question: Revenue per subscriber trends and future trajectory - Management noted that OEM subscribers have lower margins and ARPU, impacting overall revenue per subscriber [22][24] Question: Impact of pricing model changes in Brazil - Management expects immediate subscriber growth normalization in Brazil, with financial impacts materializing in the second half of the year [29][30] Question: UBI contract size and market potential - Management highlighted the strategic importance of the UBI contract with Harel and the potential for significant growth in the Israeli market [31][34] Question: Subscriber net additions and market maturity - Management clarified that the forecast of 15,000 to 20,000 net additions is specific to the retail aftermarket segment, with OEM growth being less predictable [41][42] Question: OEM partner behavior and subscriber base risks - Management acknowledged potential risks in the OEM subscriber base due to economic conditions but emphasized the importance of retail growth [44][45] Question: Future OEM partnerships and timelines - Management indicated ongoing discussions with new OEM partners, with expectations for potential announcements in the mid-term [46]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 Commission file no. 001-32618 ITURAN LOCATION AND CONTROL LTD. (Exact name of Registrant as specified in its charter and translation of Registrant's name into English) Israel (Jurisdiction of incorporation or organization) 3 Hashikma Street, Azour, Israel (Address of principal executive offices) Eli ...

Ituran Location and Control Ltd. (NASDAQ:ITRN) Q4 2018 Results Earnings Conference Call March 11, 2019 10:00 AM ET Company Participants Kenny Green - Investor Relations Eyal Sheratzky - Chief Executive Officer Udi Mizrahi - Deputy Executive Chief Executive Officer Eli Kamer - Executive Vice President of Finance and Chief Financial Officer Conference Call Participants Sasha Karim - IPI David Kelley - Jefferies Ethan Etzioni - Etzioni Portfolio Management Daniel Topaz - Alfa LTI Operator Ladies and gentlemen, ...