What the changes say
- Valmont added specific tariff, AI, inventory, and internal control risks while revising exposure metrics for steel and utility sales.
What changed since the prior 10-K
New
- New
Our ability to effectively manage the procurement and inventory of key components and raw materials may be adversely affected by supply disruptions and demand volatility, which could reduce our profitability
Supply disruptions and demand volatility in Agriculture and Infrastructure may cause excess inventory, obsolete stock, and inventory write-offs.
- New
Adverse economic conditions, particularly in certain international markets, could impair the collectability of our accounts receivable and adversely affect our operating results
Adverse economic conditions, particularly in Brazil, could increase credit losses and customer defaults on accounts receivable.
- New
If our assumptions regarding customer credit risk or economic conditions prove inaccurate, or if adverse conditions persist or worsen, we may be required to record additional provisions for credit losses, which could adversely affect our operating results, financial condition, and cash flows
Inaccurate credit or economic assumptions may force us to record additional provisions for credit losses.
- NewLegal and Regulatory Risks
Managing operations across diverse geographic markets also requires hiring, training, and retaining skilled local management, which affects operational performance and financial reporting
Foreign operations in regions like CALA face political instability, local laws, IP enforcement hurdles, tariffs, and staffing challenges.
- NewLegal and Regulatory Risks
Changes in the application and enforcement of U.S. trade and tariff laws, including Section 232 tariffs on steel and aluminum content, could increase our costs and adversely affect our results of operations
We imported $220.0 million of fabricated steel structures from Mexico in fiscal 2025 and face potential Section 232 tariffs.
- NewLegal and Regulatory Risks
determinations have been made. While we believe our valuation methodologies have complied with CBP guidance, CBP may ultimately disagree with our position
Customs and Border Protection may disagree with our import valuation methodologies, resulting in additional duties, interest, or penalties.
- NewLegal and Regulatory Risks
payments or agreements that limit our business operations. Even if we are liable in future lawsuits, the costs of defending such actions may be significant and could exceed the coverage limits or remain uncovered by our insurance policies
We have reserved approximately $24.2 million for legal matters as of December 27, 2025, which could be exceeded.
- NewGeneral Risks
The use of artificial intelligence presents risks and challenges that may adversely impact our business and operating results
Adopting artificial intelligence tools could introduce data privacy, cybersecurity, IP infringement, and regulatory compliance risks.
- NewGeneral Risks
Challenges in managing manufacturing capacity and responding to demand volatility could adversely affect our business
Inability to adjust manufacturing capacity for Utility or Infrastructure structures could lead to underutilized facilities and higher per-unit costs.
- NewGeneral Risks
If our internal control over financial reporting is found to be ineffective, our operating results could be adversely affected
Complex business operations and multiple enterprise resource planning systems increase the risk of ineffective internal control over financial reporting.
- NewGeneral Risks
regarding the reliability of financial reporting and the preparation of financial statements in accordance with generally accepted accounting principles
Failures in maintaining effective internal controls could negatively impact operating results and damage our reputation.
Dropped
- DroppedGeneral Risks
We may encounter challenges in quickly adjusting our manufacturing capacity to respond to sudden shifts in demand for Infrastructure products
Reworded
- 96% rewrittenLegal and Regulatory Risks
Our operations are subject to trade policies, tariffs, and trade agreements, and further changes could adversely affect our business, potentially reducing sales, increasing costs, or resulting in the loss of certain foreign investments
Updated international sales percentage to approximately 28% for fiscal 2025 and added specific mention of ongoing tariff uncertainties.
Was: Our operations are subject to trade policies, tariffs, and trade agreements, and any further changes could adversely affect our business, potentially leading to a decline in sales and profits or the loss of certain foreign investments
- 50% rewrittenLegal and Regulatory Risks
We assumed an underfunded pension liability as part of the fiscal 2010 acquisition of Delta Ltd., which may require increased funding and impose restrictions on excess cash usage
Updated the U.K. pension plan funded status to approximately £29.4 million overfunded and annual funding to approximately £4.0 million.
- 49% rewrittenLegal and Regulatory Risks
We have been, and may continue to be, involved in litigation or threatened litigation, the outcomes of which can be difficult to predict. These matters can be costly to defend, divert management’s attention, require payment of damages, or restrict our business operations
Removed the specific sentence regarding insurance coverage limits and excess costs from the litigation risk.
- 44% rewrittenLegal and Regulatory Risks
We could incur substantial costs due to violations of, or liabilities under, environmental laws
Retained the environmental compliance and historical contamination risk with minor stylistic updates.
- 39% rewritten
Increases in the selling prices of our products may not fully recover higher commodity costs and generally lag increases in these costs. Consequently, an increase in commodity prices will increase our operating costs and likely reduce our profitability
Added a quantitative sensitivity stating a 20% change in steel prices would have affected Utility net sales by $110.0 million in fiscal 2025.
- 35% rewrittenGeneral Risks
We face strong competition in the markets we serve
Removed drip irrigation as a specific alternative solution example in the competition risk.
- 31% rewritten
We are subject to currency fluctuations from our international sales, which can negatively impact our reported earnings
Added the Indian rupee to the basket of primary foreign currencies affecting reported earnings.
- 29% rewritten
The ultimate consumers of our products operate in cyclical industries, which have experienced significant downturns that have adversely impacted our sales in the past and may do so again in the future
Updated U.S. electric utility industry sales from over $1.0 billion in fiscal 2024 to approximately $1.5 billion in fiscal 2025.
- 25% rewrittenLegal and Regulatory Risks
Design patent litigation related to guardrails could reduce demand for these products and increase litigation risk
All 32 risk factors
Headings as the filing states them, in filing order.
Other
- 01Economic and Business Risks
- 02The ultimate consumers of our products operate in cyclical industries, which have experienced significant downturns that have adversely impacted our sales in the past and may do so again in the future29% rewritten
- 03Changes in prices and reduced availability of key commodities such as steel, aluminum, zinc, natural gas, and fuel may increase our operating costs, likely reducing our net sales and profitability
- 04Increases in the selling prices of our products may not fully recover higher commodity costs and generally lag increases in these costs. Consequently, an increase in commodity prices will increase our operating costs and likely reduce our profitability39% rewritten
- 05Our ability to effectively manage the procurement and inventory of key components and raw materials may be adversely affected by supply disruptions and demand volatility, which could reduce our profitabilityNew
- 06Demand for our infrastructure products, including coating services, is highly dependent on overall infrastructure spending
- 07We are subject to currency fluctuations from our international sales, which can negatively impact our reported earnings31% rewritten
- 08Adverse economic conditions, particularly in certain international markets, could impair the collectability of our accounts receivable and adversely affect our operating resultsNew
- 09If our assumptions regarding customer credit risk or economic conditions prove inaccurate, or if adverse conditions persist or worsen, we may be required to record additional provisions for credit losses, which could adversely affect our operating results, financial condition, and cash flowsNew
Legal and Regulatory Risks
- 10Our operations are subject to trade policies, tariffs, and trade agreements, and further changes could adversely affect our business, potentially reducing sales, increasing costs, or resulting in the loss of certain foreign investments96% rewritten
- 11Managing operations across diverse geographic markets also requires hiring, training, and retaining skilled local management, which affects operational performance and financial reportingNew
- 12Changes in the application and enforcement of U.S. trade and tariff laws, including Section 232 tariffs on steel and aluminum content, could increase our costs and adversely affect our results of operationsNew
- 13determinations have been made. While we believe our valuation methodologies have complied with CBP guidance, CBP may ultimately disagree with our positionNew
- 14Failure to comply with anti-corruption laws could result in fines, criminal penalties, and harm to our business
- 15We could incur substantial costs due to violations of, or liabilities under, environmental laws44% rewritten
- 16Failure to successfully commercialize or protect our intellectual property rights may materially impact our business, financial condition, and operating results
- 17We have been, and may continue to be, involved in litigation or threatened litigation, the outcomes of which can be difficult to predict. These matters can be costly to defend, divert management’s attention, require payment of damages, or restrict our business operations49% rewritten
- 18payments or agreements that limit our business operations. Even if we are liable in future lawsuits, the costs of defending such actions may be significant and could exceed the coverage limits or remain uncovered by our insurance policiesNew
- 19Design patent litigation related to guardrails could reduce demand for these products and increase litigation risk25% rewritten
- 20We have, from time to time, maintained a substantial amount of outstanding indebtedness, which could impair our ability to operate our business, respond to changes in our operations, comply with debt covenants, and make debt payments
- 21We assumed an underfunded pension liability as part of the fiscal 2010 acquisition of Delta Ltd., which may require increased funding and impose restrictions on excess cash usage50% rewritten
General Risks
- 22Our businesses rely on skilled labor and management talent, and we may face challenges in attracting and retaining qualified employees
- 23We face strong competition in the markets we serve35% rewritten
- 24The use of artificial intelligence presents risks and challenges that may adversely impact our business and operating resultsNew
- 25We may not achieve the improved operating results we anticipate from future acquisitions, and we may face difficulties integrating the acquired businesses or inherit significant liabilities associated with them
- 26We may incur significant warranty or contract management costs
- 27Our operations could be adversely affected if our information technology systems and networks are compromised or subjected to cyberattacks
- 28Regulatory and business developments related to climate change could adversely affect our operations and the demand for our products. We closely monitor scientific discussions and legislative developments regarding climate change, including proposed regulations, to assess their potential impact on our business
- 29Climate change also presents physical risks, such as the increased frequency of severe weather events and rising sea levels, which could disrupt operations at our manufacturing facilities. These events may cause unforeseen disruptions of systems, equipment, or overall operations
- 30Challenges in managing manufacturing capacity and responding to demand volatility could adversely affect our businessNew
- 31If our internal control over financial reporting is found to be ineffective, our operating results could be adversely affectedNew
- 32regarding the reliability of financial reporting and the preparation of financial statements in accordance with generally accepted accounting principlesNew
Other Valmont Industries 10-Ks
- FY2024 10-K risk factors22 risks
Valmont Industries faces significant cyclical demand in its infrastructure, utility, and agricultural markets.
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.