Itron (ITRI) risk factors, FY2025 10-K

Itron's FY2025 10-K, filed Feb 17, 2026, lists 36 risk factors in 5 groups. Against the prior year's 38: 2 dropped, 3 substantially reworded.

Risk factors listed
365 groups
New this year
0vs 38 last year
Dropped
2since the prior 10-K
Substantially reworded
3of those kept
Section length
11k wordsItem 1A

What the changes say

  • Restructuring savings and SOFR borrowing-cost risks were removed from the section.
  • Tax and ESG risks are substantively unchanged.
  • Variable-rate debt now references the 2025 credit facility, without prior discussion of derivative hedges.

What changed since the prior 10-K

Dropped

  • DroppedRisks Related to Our Corporate Structure and Organization

    We may not achieve the anticipated savings and benefits from current or any future restructuring projects and such activities could cause us to incur additional charges in our efforts to improve profitability

  • DroppedFinancial and Market Risks

    The recent adoption of Secured Overnight Financing Rate (SOFR) may adversely affect our borrowing costs

Reworded

  • 50% rewrittenLegal and Regulatory Risks

    Changes in tax laws, valuation allowances, and unanticipated tax liabilities could adversely affect our effective income tax rate and profitability

    No substantive change; the tax risk text is identical between years.

  • 38% rewrittenLegal and Regulatory Risks

    Failure or perceived failure to meet our ESG goals or expectations or those set by growing public interest and government regulation of ESG topics could result in reputational harm or adversely affect our business

    No substantive change; the ESG risk text is identical between years.

  • 27% rewrittenFinancial and Market Risks

    Our variable rate indebtedness subjects us to interest rate risk, which could cause our debt service obligations to fluctuate

    The referenced facility changed from 2018 to 2025, and discussion of derivative hedges was removed.

All 36 risk factors

Headings as the filing states them, in filing order.

Business and Industry Risks

  1. 01Our primary customers are within the utility industry, which has exhibited lengthy sales cycles and irregular capital spending patterns, each of which could cause our operating results to fluctuate significantly
  2. 02We must continually shift and adapt our products and services mix, which requires substantial judgment and investment
  3. 03Delays in the availability of or shortages in raw materials and component parts used in the manufacture of our products, as well as freight, labor, regulatory compliance, and other ancillary cost increases, could unfavorably impact our revenues and results of operations
  4. 04Our operations may be adversely impacted if key vendors, strategic partners, and other third parties fail to perform
  5. 05We have been and could continue to be affected by ongoing global economic impacts, and such impacts could continue to have an adverse effect on our business operations, results of operations, cash flows, and financial condition
  6. 06We face competition, which may result in a loss of market share or price erosion of our products and services
  7. 07If we cannot continue to invest in developing competitive products and services, we may not be able to compete effectively
  8. 08If we are unable to maintain a high level of customer satisfaction, demand for our products and services could suffer
  9. 09Product defects could disrupt our operations and result in harm to our reputation and financial position
  10. 10Business interruptions could adversely affect our business, financial condition, and results of operations
  11. 11Asset impairment could result in significant changes that would adversely impact our future operating results
  12. 12Failure to attract and retain key personnel who are critical to the success of our business could unfavorably impact our ability to operate or grow our business
  13. 13Changes in accounting principles and guidance could result in unfavorable accounting charges or effects

Risks Related to Our Corporate Structure and Organization

  1. 14Our indebtedness could restrict our operational flexibility and prevent us from raising additional capital or meeting our obligations under our debt instruments
  2. 15The convertible note hedge and warrant transactions and capped call transactions may affect the value our common stock
  3. 16We may not have the ability to raise the funds necessary to settle conversions of the convertible notes or to repurchase the convertible notes upon a fundamental change
  4. 17Future sales of our stock in the public market, or the issuance of stock upon conversion of the convertible notes, could cause our stock price to decline
  5. 18Our strategy may lead to acquisitions, divestitures, and investments, which we may not be able to execute or integrate successfully
  6. 19Our customer contracts are complex and contain provisions that could cause us to incur penalties, be liable for damages, and/or incur unanticipated expenses with respect to the functionality, deployment, operation, and availability of our products and services
  7. 20We are subject to international business uncertainties, obstacles to the repatriation of earnings, and foreign currency fluctuations
  8. 21If we fail to maintain an effective system of internal controls, we may not be able to accurately report our financial results, prevent fraud, or maintain investor confidence
  9. 22We may encounter strikes or other labor disruptions that could adversely affect our financial condition and results of operations
  10. 23We may not realize the expected benefits from strategic alliances, which could adversely affect our operations
  11. 24If one or more of the depository institutions in which we maintain significant cash balances were to fail, our ability to access these funds might be temporarily or permanently limited, and we could face material liquidity problems and financial losses

Risks Related to Our Technology and Intellectual Property

  1. 25If we are unable to adequately protect our intellectual property, we may need to expend significant resources to enforce our rights or suffer competitive injury
  2. 26We may face losses associated with alleged unauthorized use of third-party intellectual property
  3. 27If we were unable to protect our information technology infrastructure and network against data corruption, cyber-based attacks, or network security incidents caused by unauthorized access, we could be exposed to an increased risk of customer liability and reputational damage
  4. 28The future enactment of more restrictive laws, rules or regulations and future enforcement actions or investigations could have materially adverse impacts, such as increased costs and restrictions on our businesses
  5. 29We rely on information technology systems that may fail to operate effectively, require upgrades and replacements, or experience breaches

Financial and Market Risks

  1. 30Our variable rate indebtedness subjects us to interest rate risk, which could cause our debt service obligations to fluctuate27% rewritten
  2. 31We have pension benefit obligations, which could have a material impact on our earnings, liabilities, and shareholders' equity and could have significant adverse impacts in future periods

Legal and Regulatory Risks

  1. 32Changes in tax laws, valuation allowances, and unanticipated tax liabilities could adversely affect our effective income tax rate and profitability50% rewritten
  2. 33A significant number of our products are affected by the availability and regulation of radio spectrum and could be affected by interference with the radio spectrum that we use
  3. 34Changes in environmental regulations, violations of such regulations, or future environmental liabilities could cause us to incur significant costs and could adversely affect our operations
  4. 35Failure or perceived failure to meet our ESG goals or expectations or those set by growing public interest and government regulation of ESG topics could result in reputational harm or adversely affect our business38% rewritten
  5. 36Our international sales and operations are subject to complex laws relating to foreign corrupt practices and anti-bribery laws, among many others, and a violation of, or change in, these laws could adversely affect our operations

Other Itron 10-Ks

  • FY2024 10-K risk factors
    40 risks

    Utility customers’ long sales cycles and irregular capital spending can make revenue and operating results volatile.

    Filed Feb 25, 2025

About this page

The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.