What the changes say
- Arcosa added risks regarding AI adoption, accounting estimates, and July 2025 tax legislation roll-backs affecting clean energy incentives like Arcosa Wind Towers.
What changed since the prior 10-K
New
- NewRisks Related to our Business and Operations
Changes in accounting policies or inaccurate estimates or assumptions in the application of accounting policies could adversely affect the reported value of Arcosa's assets or liabilities and financial results
Changes in accounting policies or inaccurate estimates could adversely affect the reported value of Arcosa's assets, liabilities, and financial results.
- NewRisks Related to Economic, Geopolitical, and Legal Factors
terms, Arcosa's other sources of funds, including available cash, its revolving credit facility, and cash flow from operations may not be adequate to fund its operations and contractual commitments and refinance existing debt
Tight credit markets or customer/supplier credit defaults may cause reduced product order volumes or difficulties in collecting accounts receivable for Arcosa.
- NewRisks related to Arcosa’s operations outside of the U.S., particularly Mexico, could decrease Arcosa’s profitability
If Arcosa fails to comply with the applicable regulations related to the foreign countries where Arcosa operates, Arcosa may be unable to market and sell its products in those countries or could be subject to administrative fines or penalties
Regulatory changes, tariffs, or trade barriers in Mexico and other foreign countries could limit Arcosa's production throughput and distribution.
- NewRisks Related to Growth Strategy
Organic growth is uncertain and operational transitions could increase costs and lower efficiency
Organic growth and facility repurposing may encounter start-up challenges, permit delays, and unforeseen costs that reduce anticipated profitability.
- NewRisks Related to Regulatory and Environmental Matters
without extension thereby reducing demand for certain of Arcosa’s products or reducing certain tax credits or other tax benefits for which Arcosa or its contractual counterparties may be eligible
July 2025 tax legislation rolling back AMP tax credits for Arcosa Wind Towers after 2027 could reduce long-term product demand.
- NewRisks Related to Technology and Cybersecurity
Arcosa’s adoption and use of AI technologies present operational, legal, and compliance risks that could increase our costs and expose us to liability
Adopting AI tools introduces operational, legal, and compliance risks that could increase Arcosa's costs and expose it to liability.
Dropped
- DroppedRisks Related to Economic, Geopolitical, and Legal Factors
availability of our transportation and distribution networks. If any of Arcosa’s facilities become subject to closure from a public health emergency, the business as a whole could be materially affected
- DroppedRisks Related to Regulatory and Environmental Matters
Arcosa’s environmental permits and related laws and regulations, the risk of environmental liability is inherent in the operation of Arcosa’s businesses
Reworded
- 77% rewrittenRisks Related to Economic, Geopolitical, and Legal Factors
Pandemics, epidemics, or other public health emergencies, as well as the governmental shutdowns related thereto or otherwise, may adversely affect Arcosa’s business
Added specific risks of facility closures and cross-border business disruptions during public health emergencies.
Was: Pandemics, epidemics, or other public health emergencies, as well as the governmental reaction thereto, may adversely affect Arcosa’s business
- 71% rewrittenRisks Related to Economic, Geopolitical, and Legal Factors
Instability in the economy or negative conditions in credit markets may adversely affect our business by limiting Arcosa's or its customers' and suppliers' access to credit
Shortened the text regarding credit market instability and credit access limitations.
- 65% rewrittenRisks Related to Regulatory and Environmental Matters
The expiration, elimination, modification, or reduction of tax benefits or tax credits or the ability to utilize federal-aid programs that allow for purchase price reimbursement or other government funding or subsidies may harm Arcosa's business
Shortened the reference to the expiration or modification of tax benefits and government funding programs.
- 50% rewrittenRisks related to Arcosa’s operations outside of the U.S., particularly Mexico, could decrease Arcosa’s profitability
Arcosa may be adversely affected by trade policies and practices, including trade practices of competitors that violate U.S. or other foreign laws, regulations, or practices
Added that Arcosa's Mexico manufacturing relies on cross-border supply chains and that tariffs have already negatively affected supplies and costs.
- 48% rewrittenRisks Related to Regulatory and Environmental Matters
Arcosa has potential exposure to environmental liabilities that may increase costs and lower profitability
Clarified that environmental liabilities apply to releases at or from Arcosa's facilities and products while in operation.
- 39% rewrittenRisks related to Arcosa’s operations outside of the U.S., particularly Mexico, could decrease Arcosa’s profitability
Arcosa and its customers depend on government spending, funding and routine operations from federal, state and local government agencies, and any disruption in government funding or other functions could harm Arcosa's business
Added specific mention of Stavola's business activities in New Jersey depending on government spending and funding.
Was: Arcosa and its customers depend on government spending and funding from federal, state and local government agencies, and any disruption in government funding could harm Arcosa's business
- 35% rewrittenRisks Related to Regulatory and Environmental Matters
Business, regulatory, and legal developments regarding climate change, and physical impacts from climate change, could have an adverse effect on our business
Added details regarding federal roll-back initiatives of GHG emissions regulations and expected litigation.
- 34% rewrittenRisks Related to our Business and Operations
Fluctuations in the price and supply of raw materials and parts and components used in the production of Arcosa’s products could have a material adverse effect on its ability to cost-effectively manufacture and sell its products
Updated steel and aluminum tariff language to note that the administration has maintained and expanded tariffs while mitigation strategies may expire.
- 33% rewrittenRisks Related to our Business and Operations
Arcosa's indebtedness could adversely affect its financial condition and prevent it from fulfilling its obligations
- 22% rewrittenRisks Related to Regulatory and Environmental Matters
Arcosa’s operations are also subject to various governmental regulations in the U.S., Mexico, and other countries where we do business related to the environment, occupational safety and health, labor, and business practices, including OSHA and MSHA
All 54 risk factors
Headings as the filing states them, in filing order.
Risks Related to our Business and Operations
- 01The seasonality of Arcosa's business and its susceptibility to severe and prolonged periods of adverse weather and other conditions could have a material adverse effect on us
- 02Delays in construction projects and any failure to manage Arcosa’s inventory could have a material adverse effect on us
- 03Arcosa operates in highly competitive industries. Arcosa may not be able to sustain its market positions, which may impact its financial results
- 04Arcosa's inability to deliver its backlog on time could affect its revenues, future sales and profitability and its relationships with customers
- 05Arcosa depends on its key management employees, and Arcosa may not be able to retain their services in the future
- 06The inability to hire and retain skilled or professional labor could adversely impact Arcosa’s operations
- 07Failure to maintain safe work sites could result in losses, which could adversely affect our business and reputation
- 08Some of Arcosa’s employees belong to labor unions and strikes or work stoppages could adversely affect Arcosa’s operations
- 09Extensive damage to Arcosa’s facilities, including as a result of natural disasters or similar incidents, could lead to production, delivery or service curtailments or shutdowns, loss of revenue, or higher expenses
- 10Fluctuations in the price and supply of raw materials and parts and components used in the production of Arcosa’s products could have a material adverse effect on its ability to cost-effectively manufacture and sell its products34% rewritten
- 11The availability of natural aggregates reserves, specialty materials reserves, and supply stock for recycled aggregates could have a material adverse effect on Arcosa's ability to cost-effectively manufacture and sell its products
- 12Reductions in the availability of energy supplies or an increase in energy costs may increase Arcosa’s operating costs
- 13Any material nonpayment or nonperformance by any of our customers could have a material adverse effect on our business and results of operations
- 14Defects in materials and workmanship could harm our reputation, expose us to product warranty or product liability claims, decrease demand for products, or materially harm existing or prospective customer relationships
- 15Insurance coverage could be costly, unavailable, or inadequate
- 16Arcosa's indebtedness restricts its current and future operations, which could adversely affect its ability to respond to changes in its business and manage its operations
- 17Borrowings under the Credit Agreement incur interest which is variable based on fluctuations in the referenced Secured Overnight Financing Rate ("SOFR"). Increases in the referenced SOFR will increase Arcosa's borrowing costs and negatively impact financial results and cash flows
- 18Arcosa's indebtedness could adversely affect its financial condition and prevent it from fulfilling its obligations33% rewritten
- 19Arcosa may be required to reduce the value of Arcosa’s long-lived assets, including intangible assets and/or goodwill, which would weaken Arcosa’s financial results
- 20Changes in accounting policies or inaccurate estimates or assumptions in the application of accounting policies could adversely affect the reported value of Arcosa's assets or liabilities and financial resultsNew
Risks Related to Economic, Geopolitical, and Legal Factors
- 21Pandemics, epidemics, or other public health emergencies, as well as the governmental shutdowns related thereto or otherwise, may adversely affect Arcosa’s business77% rewritten
- 22Instability in the economy or negative conditions in credit markets may adversely affect our business by limiting Arcosa's or its customers' and suppliers' access to credit71% rewritten
- 23terms, Arcosa's other sources of funds, including available cash, its revolving credit facility, and cash flow from operations may not be adequate to fund its operations and contractual commitments and refinance existing debtNew
- 24Arcosa and its customers participate in cyclical industries, which are subject to downturns
- 25The impact of increased prices and inflation on principal raw material prices, including the cost of steel with respect to the order of new barges or wind towers and liquid asphalt with respect to our asphalt paving operations, could negatively impact Arcosa's performance and financial results
Risks related to Arcosa’s operations outside of the U.S., particularly Mexico, could decrease Arcosa’s profitability
- 26If Arcosa fails to comply with the applicable regulations related to the foreign countries where Arcosa operates, Arcosa may be unable to market and sell its products in those countries or could be subject to administrative fines or penaltiesNew
- 27Arcosa may incur increased costs due to fluctuations in foreign currency exchange rates
- 28Arcosa may be adversely affected by trade policies and practices, including trade practices of competitors that violate U.S. or other foreign laws, regulations, or practices50% rewritten
- 29Arcosa and its customers depend on government spending, funding and routine operations from federal, state and local government agencies, and any disruption in government funding or other functions could harm Arcosa's business39% rewritten
- 30Repercussions from terrorist activities or armed conflict could harm Arcosa’s business
- 31Litigated disputes and other claims could increase Arcosa’s costs and weaken Arcosa’s liquidity and financial condition
Risks Related to Growth Strategy
- 32Organic growth is uncertain and operational transitions could increase costs and lower efficiencyNew
- 33Arcosa may not be able to successfully identify, consummate or integrate acquisitions
- 34Acquisitions and divestitures bring risks of unexpected liabilities that could harm Arcosa's business
- 35Potential expansion of our business may expose us to new business, regulatory, political, operational, financial, and economic risks associated with such expansion, both inside and outside of the U.S
Risks Related to Regulatory and Environmental Matters
- 36Our business is subject to significant regulatory compliance obligations in the U.S., Mexico, and other countries where we do business, and a failure to comply with any current or future laws or regulations could have a material adverse effect on us
- 37Arcosa’s operations are also subject to various governmental regulations in the U.S., Mexico, and other countries where we do business related to the environment, occupational safety and health, labor, and business practices, including OSHA and MSHA22% rewritten
- 38Arcosa is subject to health and safety laws and regulations and any failure to comply with any current or future laws or regulations could have a material adverse effect on us
- 39Arcosa has potential exposure to environmental liabilities that may increase costs and lower profitability48% rewritten
- 40Responding to claims relating to improper handling, transport, storage, or disposal of hazardous materials could be time consuming and costly
- 41Our manufacturing plants or other facilities may have unknown environmental conditions that could be expensive and time-consuming to correct
- 42Business, regulatory, and legal developments regarding climate change, and physical impacts from climate change, could have an adverse effect on our business35% rewritten
- 43Arcosa’s sustainability efforts may be costly or may not align with the public sentiments of our stockholders and others with respect to our sustainability practices and related public disclosures
- 44From time to time Arcosa may take tax positions that the Internal Revenue Service (“IRS”), the Servicio de Administracion Tributaria (“SAT”) in Mexico, or other taxing jurisdictions may contest
- 45The expiration, elimination, modification, or reduction of tax benefits or tax credits or the ability to utilize federal-aid programs that allow for purchase price reimbursement or other government funding or subsidies may harm Arcosa's business65% rewritten
- 46without extension thereby reducing demand for certain of Arcosa’s products or reducing certain tax credits or other tax benefits for which Arcosa or its contractual counterparties may be eligibleNew
Risks Related to Technology and Cybersecurity
- 47Information system failures, cyber incidents or security breaches, whether with Arcosa or a third party, could disrupt our business and result in the compromise of confidential, sensitive, or proprietary information
- 48Arcosa is subject to complex and evolving laws and regulations regarding privacy and cybersecurity
- 49Arcosa’s adoption and use of AI technologies present operational, legal, and compliance risks that could increase our costs and expose us to liabilityNew
- 50Arcosa’s inability to sufficiently protect Arcosa’s intellectual property rights could adversely affect Arcosa’s business
Risks Related to Arcosa Common Stock
- 51Arcosa cannot guarantee the timing, amount, or payment of dividends on its common stock
- 52Certain provisions in Arcosa’s restated certificate of incorporation and amended and restated bylaws ("Arcosa’s Governing Documents"), and of Delaware law, may prevent or delay an acquisition of Arcosa, which could decrease the trading price of the common stock
- 53Arcosa’s stock price may fluctuate significantly
- 54Stockholders’ percentage ownership in Arcosa may be diluted because of equity issuances for acquisitions, capital market transactions, or otherwise, including, without limitation, equity awards that Arcosa grants to its directors, officers, and employees
Other Arcosa 10-Ks
- FY2024 10-K risk factors50 risks
Arcosa faces heavy operational exposure to weather seasonality, project delays, raw material price volatility, and stringent environmental regulations across its manufacturing segments.
Filed Feb 28, 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.