What the changes say
- Toro faces new risks regarding domain name scams, 2025 tariffs, labor shortages, and the Tornado Infrastructure Equipment acquisition.
What changed since the prior 10-K
New
- New
Our domain names are critical assets for informing consumers about our brand, but they are increasingly targeted by scams
Cybercriminals may target our brand and trademarks using cybersquatting, typosquatting, and phishing domains.
- New
business, or other factors, we, or our suppliers and channel partners, may not have a sufficient pool of individuals with the right skills and experience available to fulfill labor requirements on a cost-effective basis or otherwise
We may face labor shortages or lack workers with appropriate skills for manufacturing and service operations.
- New
Recently announced and future tariffs and other trade restrictions could materially and adversely affect our business, financial condition and results of operations
U.S. and reciprocal 2025 tariffs could increase material costs, reduce supply availability, and disrupt customer orders.
- NewStrategic Risks
Any of these risks could cause our strategic transactions, including the Tornado Infrastructure Equipment acquisition, not to be as profitable or accretive as expected or planned
Strategic transactions like the Tornado Infrastructure Equipment acquisition and an $81.1 million Spartan asset impairment carry financial risks.
- NewFinancial Risks
We may be required to incur impairment and other charges resulting from the impairment of goodwill or tangible or intangible assets recorded in connection with acquisitions or due to exit or disposal activities
We may incur future impairment charges on goodwill, tangible, or intangible assets from past and future acquisitions.
Dropped
- DroppedFinancial Risks
We incurred non-cash impairment charges during the third quarter of fiscal 2023 which adversely affected our third quarter and full year fiscal 2023 operating results and we may be required to incur additional future impairment and other charges, which could adversely affect our operating results
Reworded
- 52% rewritten
Any failure by us, or our suppliers or channel partners, to hire and/or retain an adequate labor force could adversely affect our business, operating results, and reputation
Shortened the risk text regarding production staff training and workforce limitations for manufacturing.
- 50% rewrittenStrategic Risks
Increased scrutiny regarding our sustainability practices could impact our reputation
Updated references from ESG to sustainability matters and omitted the 2023 executive hire.
Was: Increased scrutiny regarding our ESG practices could impact our reputation
- 44% rewrittenStrategic Risks
Our strategy to pursue acquisitions and alliances, strong customer relations, and new joint ventures, investments, and partnerships and our recent activities related to Tornado Infrastructure Equipment in this regard involve risk and may not prove to be successful
Replaced the Lowe's partnership example with the close of the Tornado Infrastructure Equipment acquisition on December 8, 2025.
Was: Our strategy to pursue acquisitions and alliances, strong customer relations, and new joint ventures, investments, and partnerships and our recent activities in this regard involve risk and may not prove to be successful
All 38 risk factors
Headings as the filing states them, in filing order.
Other
- 01If we are unable to continue to enhance existing products and develop and market new products, demand for our products may decrease
- 02Disruption and/or shortages in the availability of commodities, components, parts, or accessories has, and could continue to, adversely affect our business
- 03Weather conditions, including conditions exacerbated by global climate change, present chronic and acute physical risks, and have previously impacted, and may continue to impact, demand for some of our products and/or cause disruptions in our operations
- 04Our Professional segment includes a variety of products that depend on certain and varied factors
- 05Our Residential segment net sales depend on several factors, including product placement, consumer confidence and spending levels, changing buying patterns of customers, and the impact of significant sales or promotional events
- 06Changes in product mix could adversely impact our financial performance, including profit margins and net earnings
- 07We face intense competition, which could harm our business and operating results
- 08Our domain names are critical assets for informing consumers about our brand, but they are increasingly targeted by scamsNew
- 09Increases in the cost of commodities, components, parts, and accessories or our other costs of doing business, have, and could continue to, adversely affect our profit margins and businesses
- 10We are dependent upon the efficient operation of our facilities and those of our suppliers, channel customers, mass retailers, and home centers where our products are sold
- 11Any failure by us, or our suppliers or channel partners, to hire and/or retain an adequate labor force could adversely affect our business, operating results, and reputation52% rewritten
- 12business, or other factors, we, or our suppliers and channel partners, may not have a sufficient pool of individuals with the right skills and experience available to fulfill labor requirements on a cost-effective basis or otherwiseNew
- 13Our net sales and/or working capital are negatively impacted when we underestimate or overestimate demand for our products or do not maintain appropriate inventory levels
- 14Our business and operating results are subject to the inventory management decisions of our channel customers
- 15Changes in composition of, financial viability of, and the relationships with, our channel customers could negatively impact our business and operating results
- 16We are dependent upon the availability and terms of credit offered to our customers
- 17We are dependent upon the effective operation of our information systems, software, or information security practices and those of our business partners or third-party service providers
- 18Our international operations require significant management attention and financial resources, expose us to difficulties presented by international economic, political, legal, regulatory, accounting, and business factors, and may not be successful or produce desired levels of net sales and earnings
- 19We are renovating and expanding certain office, manufacturing, and other facilities and could experience disruptions to our operations in connection with such efforts
- 20Recently announced and future tariffs and other trade restrictions could materially and adversely affect our business, financial condition and results of operationsNew
Strategic Risks
- 21Our strategy to pursue acquisitions and alliances, strong customer relations, and new joint ventures, investments, and partnerships and our recent activities related to Tornado Infrastructure Equipment in this regard involve risk and may not prove to be successful44% rewritten
- 22Any of these risks could cause our strategic transactions, including the Tornado Infrastructure Equipment acquisition, not to be as profitable or accretive as expected or plannedNew
- 23Failure to successfully complete divestitures or other restructuring activities could negatively affect our operations
- 24Increased scrutiny regarding our sustainability practices could impact our reputation50% rewritten
Financial Risks
- 25We may be required to incur impairment and other charges resulting from the impairment of goodwill or tangible or intangible assets recorded in connection with acquisitions or due to exit or disposal activitiesNew
- 26Fluctuations in foreign currency exchange rates have adversely affected and could continue to adversely affect our operating results
- 27We are subject to financial and operating restrictions and counterparty risk as a result of our credit arrangements
- 28If we do not comply with the terms of our credit arrangements and indentures, they could be terminated and amounts thereunder could become due and payable
- 29A downgrade in our credit ratings could increase our cost of funding and/or adversely affect our access to funding
- 30Changes in accounting or tax standards and policies and/or assumptions utilized in determining accounting or tax estimates could adversely affect our results of operations and financial condition
Legal, Regulatory, and Compliance Risks
- 31Our patents, trademarks, and contractual provisions may be insufficient to protect our proprietary rights and intellectual property from others who may sell similar products and our products may infringe the valid proprietary rights of others
- 32We are subject to extensive laws, rules, policies, and regulations, with which our compliance is costly and not guaranteed
- 33Climate change legislation, regulations, accords, mitigation efforts, or other legislation may adversely impact our operations and could impact the competitive landscape within our markets and affect demand for our products
- 34Our compliance with applicable environmental laws is costly and not guaranteed
- 35We are subject to product quality issues, product liability claims, and other litigation from time to time that could adversely affect our business, reputation, operating results, or financial condition
- 36We operate in many different jurisdictions and we could be adversely affected by violations of the U.S. Foreign Corrupt Practices Act ("FCPA") and similar worldwide anti-corruption laws
- 37We may not achieve our financial projections, sustainability goals, or other business and productivity initiatives, which could have an adverse effect on our business, operating results, and financial condition
- 38We are dependent upon our ability to attract and retain key executive and employees and successfully implement key employee transitions
Other Toro 10-Ks
- FY2024 10-K risk factors34 risks
Supply chain disruptions and tariffs on Chinese engines threaten component availability and margins.
Filed Dec 18, 2024
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.