What the changes say
- Customer concentration and retailer demands remain prominent, including private-label competition and pressure for lower prices and faster fulfillment.
- Tariff exposure is less quantified but broader, with 2025 U.S. tariff changes and further policy uncertainty affecting China, Vietnam and Mexico.
- Privacy, Bermuda tax governance and CFC classification disclosures add compliance risks, while impairment assumptions remain judgment-sensitive.
- Litigation disclosure now highlights asbestos claims, private enforcement actions and potentially expensive, disruptive securities and class-action proceedings.
What changed since the prior 10-K
New
- NewBusiness, Operational and Strategic Risks
crises, and other conditions, which could negatively impact our business, operating results and financial condition
Large retailers’ private-label products and demands for lower prices, special packaging, shorter lead times and smaller shipments could reduce purchases or raise costs.
- NewBusiness, Operational and Strategic Risks
our domestic or international operations, and/or we could experience a substantial impairment or loss of assets, any of which could materially and adversely affect our business, operating results and financial condition
Retail demand could weaken during prolonged economic, geopolitical or public-health disruptions, including global conflicts or wars, especially in North America.
- NewLegal, Regulatory and Tax Risks
store, share and transmit personal data. This increased scrutiny may result in new interpretations of existing laws, thereby further impacting our business
New privacy and data laws may expand compliance duties and liability, limit consumer outreach, and complicate data-access, correction and deletion processes.
- NewLegal, Regulatory and Tax Risks
excluded from coverage. As a result, these types of claims could have a material adverse effect on our business, operating results and financial condition
Changes in ownership could make Helen of Troy a controlled foreign corporation, altering U.S. tax treatment for its largest U.S. shareholders.
- NewLegal, Regulatory and Tax Risks
Changes in economic substance, tax governance and related regulatory regimes in Bermuda could adversely affect our operations
Changes to Bermuda’s economic-substance rules or international tax-governance status could increase compliance costs or require operational changes.
- NewFinancial Risks
For additional information regarding our impairment testing, refer to “Critical Accounting Policies and Estimates” in Item 7., “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Note 1 and Note 7 to the accompanying consolidated financial statements
Subjective assumptions about fair values, discount rates, cash flows, revenue and profitability could lead to impairment conclusions that differ materially from outcomes.
Dropped
- DroppedBusiness, Operational and Strategic Risks
such as usernames, passwords or other information in order to gain access to customer or supplier data or our internal data, including intellectual property, financial, and other confidential business information
Generative AI use by third-party manufacturers, vendors and service providers could create cybersecurity and confidential-data risks.
- DroppedBusiness, Operational and Strategic Risks
We are subject to risks related to our dependence on the strength of retail economies and may be vulnerable in the event of a prolonged economic downturn, including a downturn from the effects of macroeconomic conditions, any public health crises or similar conditions
- DroppedLegal, Regulatory and Tax Risks
Legislation enacted in Bermuda and Barbados in response to the EU's review of harmful tax competition could adversely affect our operations
- DroppedLegal, Regulatory and Tax Risks
headquarters, shipping, distribution and service center, intellectual property and holding entities. Any entity that is required to satisfy economic substance requirements must file a declaration with the Bermuda Registrar of Companies and the Ministry of International Business and Industry in Barbados, as applicable
- DroppedFinancial Risks
operations and cash flows. These factors were applicable to all of our reporting units which resulted in us
- DroppedFinancial Risks
demand, retailer inventory management strategies, transportation lead times, supplier capacity, and raw material availability could make our inventory management and sales forecasting more difficult. Due to these factors, our future sales and net income could vary materially from our projections
Reworded
- 89% rewrittenLegal, Regulatory and Tax Risks
If significant tariffs or other restrictions continue to be placed on imports from China, Vietnam or Mexico, or any retaliatory trade measures are taken by China, Vietnam or Mexico, our business and results of operations could be materially and adversely affected
Tariff disclosure shifts from specific announced rates, including 145% on China, to broader 2025 tariff changes, possible trade-agreement revisions and uncertainty over future scope and timing.
Was: If significant tariffs or other restrictions continue to be placed on imports from China, Mexico or Vietnam or any retaliatory trade measures are taken by China, Mexico or Vietnam, our business and results of operations could be materially and adversely affected
- 89% rewrittenLegal, Regulatory and Tax Risks
Global legal developments regarding privacy and data security could result in changes to our business practices, penalties, increased cost of operations, or otherwise harm our business
The privacy risk now incorporates new and emerging laws and industry codes that create additional compliance obligations and potential shared liability with customers and suppliers.
- 77% rewrittenFinancial Risks
If our goodwill, indefinite-lived and definite-lived intangible assets, or other long-lived assets become further impaired, we will be required to record additional impairment charges, which may be significant
The heading now directly emphasizes potentially significant additional impairment charges; the underlying discussion of goodwill and intangible-asset testing is substantially unchanged.
Was: If our goodwill, indefinite-lived and definite-lived intangible assets, or other long-lived assets become impaired, we will be required to record additional impairment charges, which may be significant
- 71% rewrittenBusiness, Operational and Strategic Risks
Large customers may take actions that adversely affect our gross profit and operating results
The customer-concentration risk continues to cover retailer bargaining power and policy changes, while private-label competition is addressed more fully in risk 4.
- 62% rewrittenLegal, Regulatory and Tax Risks
Our business involves the potential for product recalls, product liability and other claims against us, which could materially and adversely affect our business, operating results and financial condition
Litigation examples now include asbestos claims, private regulatory-enforcement actions and similar proceedings, and emphasize the expense and disruption of securities, derivative, class and multi-district cases.
- 60% rewrittenFinancial Risks
Our business, liquidity or cost of capital may be materially adversely affected by constraints or changes in the capital and credit markets, interest rates and limitations under and compliance with our credit facility, including our debt covenants
The risk now expressly covers assuming or incurring additional, potentially secured debt for acquisitions or operating needs.
Was: Our liquidity or cost of capital may be materially adversely affected by constraints or changes in the capital and credit markets, interest rates and limitations under our financing arrangements
- 57% rewrittenLegal, Regulatory and Tax Risks
Changes in laws and regulations, including environmental, employment and health and safety and tax laws, and the costs and complexities of compliance with such laws could have a material adverse impact on our business
The disclosure is substantively unchanged, with minor wording revisions concerning government administrations and uncertainty over future legislation and regulation.
- 45% rewrittenFinancial Risks
Our projections of product demand, sales and net income are highly subjective in nature and our future sales and net income could vary by a material amount from our projections
The shown disclosure is substantively unchanged: short customer order cycles and demand-driven ordering make sales, income and cash-flow projections difficult.
- 41% rewrittenBusiness, Operational and Strategic Risks
We are dependent on third-party manufacturers, most of which are located in Asia, and any inability to obtain products from such manufacturers could have a material adverse effect on our business, operating results and financial condition
- 39% rewrittenLegal, Regulatory and Tax Risks
Significant changes in or our compliance with regulations, interpretations or product certification requirements could adversely impact our operations
- 28% rewrittenFinancial Risks
Increased costs of raw materials, energy and transportation may adversely affect our operating results and cash flow
- 27% rewrittenBusiness, Operational and Strategic Risks
We rely on licensed trademarks from third parties and license certain trademarks to third parties in exchange for royalty income, the loss of which could have a material adverse effect on our revenues and profitability
- 25% rewrittenBusiness, Operational and Strategic Risks
Our operating results are dependent on sales to several large customers and the loss of, or substantial decline in, sales to a top customer could have a material adverse effect on our revenues and profitability
- 22% rewrittenBusiness, Operational and Strategic Risks
We rely on central global Enterprise Resource Planning (“ERP”) systems and other peripheral information systems. A cybersecurity breach, obsolescence or interruptions in the operation of our computerized systems or other information technologies could have a material adverse effect on our operations and profitability
All 28 risk factors
Headings as the filing states them, in filing order.
Business, Operational and Strategic Risks
- 01We rely on central global Enterprise Resource Planning (“ERP”) systems and other peripheral information systems. A cybersecurity breach, obsolescence or interruptions in the operation of our computerized systems or other information technologies could have a material adverse effect on our operations and profitability22% rewritten
- 02We rely on licensed trademarks from third parties and license certain trademarks to third parties in exchange for royalty income, the loss of which could have a material adverse effect on our revenues and profitability27% rewritten
- 03To compete successfully, we must develop and introduce a continuing stream of innovative new products to meet changing consumer preferences
- 04Large customers may take actions that adversely affect our gross profit and operating results 71% rewritten
- 05crises, and other conditions, which could negatively impact our business, operating results and financial conditionNew
- 06Our operating results are dependent on sales to several large customers and the loss of, or substantial decline in, sales to a top customer could have a material adverse effect on our revenues and profitability25% rewritten
- 07We are dependent on third-party manufacturers, most of which are located in Asia, and any inability to obtain products from such manufacturers could have a material adverse effect on our business, operating results and financial condition41% rewritten
- 08Our ability to deliver products to our customers in a timely manner and to satisfy our customers’ fulfillment standards are subject to several factors, some of which are beyond our control
- 09our domestic or international operations, and/or we could experience a substantial impairment or loss of assets, any of which could materially and adversely affect our business, operating results and financial conditionNew
- 10Our business is subject to weather conditions, the duration and severity of the cold and flu season and other related factors, which can cause our operating results to vary from quarter to quarter and year to year
- 11We rely on our CEO and a limited number of other key senior officers to operate our business. The loss of any of these individuals could have a material adverse effect on our business
- 12We may be unsuccessful in executing and realizing expected synergies from strategic business initiatives such as acquisitions, divestitures, and global restructuring plans (including Project Pegasus), which may adversely affect the price of our common stock
Legal, Regulatory and Tax Risks
- 13If significant tariffs or other restrictions continue to be placed on imports from China, Vietnam or Mexico, or any retaliatory trade measures are taken by China, Vietnam or Mexico, our business and results of operations could be materially and adversely affected89% rewritten
- 14Changes in laws and regulations, including environmental, employment and health and safety and tax laws, and the costs and complexities of compliance with such laws could have a material adverse impact on our business57% rewritten
- 15Increased focus and expectations on climate change and other sustainability matters could have a material adverse effect on our business, financial condition and results of operations and damage our reputation
- 16Significant changes in or our compliance with regulations, interpretations or product certification requirements could adversely impact our operations39% rewritten
- 17Global legal developments regarding privacy and data security could result in changes to our business practices, penalties, increased cost of operations, or otherwise harm our business89% rewritten
- 18store, share and transmit personal data. This increased scrutiny may result in new interpretations of existing laws, thereby further impacting our businessNew
- 19Our business involves the potential for product recalls, product liability and other claims against us, which could materially and adversely affect our business, operating results and financial condition62% rewritten
- 20excluded from coverage. As a result, these types of claims could have a material adverse effect on our business, operating results and financial conditionNew
- 21Changes in economic substance, tax governance and related regulatory regimes in Bermuda could adversely affect our operationsNew
- 22Our judgments regarding the accounting for tax positions and the resolution of tax disputes may impact our net earnings and cash flow
Financial Risks
- 23Our business, liquidity or cost of capital may be materially adversely affected by constraints or changes in the capital and credit markets, interest rates and limitations under and compliance with our credit facility, including our debt covenants60% rewritten
- 24If our goodwill, indefinite-lived and definite-lived intangible assets, or other long-lived assets become further impaired, we will be required to record additional impairment charges, which may be significant77% rewritten
- 25For additional information regarding our impairment testing, refer to “Critical Accounting Policies and Estimates” in Item 7., “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Note 1 and Note 7 to the accompanying consolidated financial statementsNew
- 26Our projections of product demand, sales and net income are highly subjective in nature and our future sales and net income could vary by a material amount from our projections45% rewritten
- 27Increased costs of raw materials, energy and transportation may adversely affect our operating results and cash flow28% rewritten
- 28Our operating results may be adversely affected by foreign currency exchange rate fluctuations
Other Helen of Troy 10-Ks
- FY2025 10-K risk factors28 risks
Helen of Troy relies heavily on third-party manufacturers in Asia and top retail customers representing significant net sales.
Filed Apr 24, 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.