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Risks Associated with Cyclicality in General Industrial Markets.
−Removed: Our exposure to general industrial markets is primarily in our AA&S segment, where we have sales to the oil & gas industry, automotive, food equipment & appliances and construction and mining markets.
−Removed: These markets tend to be highly cyclical and subject to volatility as a result of fluctuations in worldwide
−Removed: economic activity and associated demand, changes in applicable regulation, global geopolitical conditions and numerous other factors.
+Added: Our exposure to general industrial markets is primarily in our AA&S segment, where we have sales to the oil and gas industry, automotive, food equipment & appliances and construction and mining markets.
+Added: These markets tend to be highly cyclical and subject to volatility as a result of fluctuations in worldwide economic activity and associated demand, changes in applicable regulation, global geopolitical conditions and numerous other factors.
Demand for our products, particularly within the AA&S segment, is subject to these trends, and in recent years, our business has at times been negatively impacted by depressed demand from general industrial markets.
1 unchanged sentence
Future downturns in these markets could have an adverse effect on the prices at which we are able to sell our products, and our results of operations, business and financial condition could be materially adversely affected.
−Removed: Product Pricing.
+Added: Risks Associated with Product Pricing.
From time-to-time, reduced demand, intense competition, and excess manufacturing capacity have resulted in reduced prices, excluding raw material surcharges, for many of our products.
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Our failure to successfully renew, renegotiate or favorably re-price such agreements, or a material deterioration in or termination of these or other key customer relationships, could result in a reduction or loss in customer purchase revenue.
−Removed: Additionally, a significant downturn or deterioration in the business or financial condition or loss of a key customer could negatively impact our business.
−Removed: Our customers may change their business strategies or modify their business relationships with us, including to reduce the amount of our products they purchase or to switch to alternative suppliers, as a result of which our financial condition and results of operations may be adversely affected.
+Added: Loss of a key customer could negatively impact our business.
+Added: Additionally, a significant downturn or deterioration in the markets we serve could cause key customers to change their business strategies or modify their business relationships with us, including to reduce the amount of our products they purchase or to switch to alternative suppliers, as a result of which our financial condition and results of operations may be adversely affected.
RISKS RELATED TO THE RAW MATERIALS AND SUPPLIES THAT WE USE
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At any given time, we may be unable to obtain an adequate supply of these critical raw materials on a timely basis, on price and other terms acceptable to us, or at all.
−Removed: If suppliers increase the price of critical raw materials, we may not have alternative sources of supply.
−Removed: In addition, to the extent that we have quoted prices to customers and accepted customer orders for products prior to purchasing necessary raw materials, or have existing contracts, we may be unable to raise the price of products to cover all or part of the increased cost of the raw materials.
−Removed: We source some of these materials from China, which has and may in the future continue to impose export controls that could limit or significantly delay our access to such materials and could compel us to identify alternative sources, which we may not be able to do in a timely fashion or at all.
+Added: If suppliers increase the price of critical raw materials, we
+Added: may not have alternative sources of supply.
+Added: In addition, to the extent that we have quoted prices to customers and accepted customer orders for products prior to purchasing necessary raw materials, or have existing contracts, we may be unable to raise the price of products to cover all or any part of the increased cost of the raw materials.
+Added: We source some of these materials from China, which has imposed, and may in the future continue to impose, export controls that could limit or significantly delay our access to such materials and could compel us to identify alternative sources, which we may not be able to do in a timely fashion or at all.
The prices for many of the raw materials we use have been volatile during the past several years.
Due to the long lead times required to manufacture many of our products, volatility in raw material prices exposes us to cash costs that may not be fully recovered through surcharge and index pricing mechanisms.
−Removed: Recently, due to inflationary trends, certain critical raw material costs, such as nickel, hafnium, titanium sponge, cobalt, chromium, and molybdenum and scrap containing iron, nickel, titanium, chromium, and molybdenum have been volatile and they may continue to be so in the future, including as a result of changes in international trade policy.
+Added: Recently, due to inflationary trends, certain critical raw material costs, such as for nickel, hafnium, titanium sponge, cobalt, chromium, molybdenum, and scrap containing iron, nickel, titanium, chromium and molybdenum, have been volatile, and they may continue to be so in the future, including as a result of changes in international trade policy.
While we have been able to mitigate some of the adverse impact of volatile raw material costs through various means, including the application of raw material surcharges or pricing indices to customers, rapid changes in raw material costs cause volatility in, and may adversely affect, our results of operations.
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Purchase prices and availability of these critical items are subject to volatility.
−Removed: At any given time, we may be unable to obtain
−Removed: an adequate supply of these critical supplies on a timely basis, on price and other terms acceptable to us, or at all.
−Removed: If suppliers increase the price of these items, we may not have alternative sources of supply.
+Added: At any given time, we may be unable to obtain an adequate supply of these critical supplies on a timely basis, on price and other terms acceptable to us, or at all.
The manufacture of some of our products is a complex process and requires long lead times.
+Added: If suppliers increase the price of these critical supplies, we may not have alternative sources of supply.
As a result, we may experience delays or shortages of critical supplies.
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Disruptions in the supply of energy resources could temporarily impair our ability to manufacture products for customers.
−Removed: Further, increases in energy costs, or changes in costs relative to energy costs paid by competitors, has and may continue to adversely affect our profitability.
+Added: Further, increases in energy costs, or changes in costs relative to energy costs paid by competitors, has in the past adversely affected our profitability and may continue to do so in the future.
To the extent that these uncertainties cause suppliers and customers to be more cost sensitive, increased energy prices may have an adverse effect on our results of operations and financial condition.
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After termination, the union may authorize a strike.
−Removed: A labor dispute, which could lead to a strike, lockout, or other work stoppage by the employees covered by one or more of the collective bargaining agreements, could have a material adverse effect on production at one or more of our facilities and, depending upon the length of such dispute or work stoppage, on our operating
−Removed: There can be no assurance that we will succeed in obtaining CBAs to replace those that expire.
−Removed: The Company is currently renegotiating CBAs, which expire on February 28, 2025, that cover approximately 1,100 USW-represented full-time employees within our AA&S operations.
−Removed: There can be no assurance that the Company will successfully conclude these renegotiations to replace the expiring CBAs.
+Added: A labor dispute, which could lead to a strike, lockout, or other work stoppage by the employees covered by one or more of the collective bargaining agreements, could have a material adverse effect on production at one or more of our facilities and, depending upon the length of such dispute or work stoppage, on our operating results.
+Added: Additionally, labor organizations may from time to time attempt to organize groups of additional employees who are not currently covered by any of the CBAs to which we are a party.
+Added: The outcome of any such efforts may be influenced by many factors and is difficult to predict.
+Added: There can be no assurance that we will succeed in obtaining CBAs to replace those that expire or in negotiating new CBAs on terms acceptable to us or at all.
RISKS RELATED TO INTELLECTUAL PROPERTY, INFORMATION TECHNOLOGY AND SECURITY
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As we integrate, implement and deploy new information technology processes and information infrastructure across our operations, we could experience disruptions in our business that could have an adverse effect on our business, financial condition, results of operations and cash flow.
−Removed: Cybersecurity Threats.
+Added: Risks Associated with Cybersecurity Threats.
Increased global information technology threats, vulnerabilities, and a rise in sophisticated and targeted international computer crime pose a risk to the security of our systems and networks and the confidentiality, availability and integrity of our data.
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Despite our efforts to fortify our cybersecurity and protect sensitive information and confidential and personal data, our facilities and systems, and those of our third-party service providers, may be vulnerable to security breaches.
−Removed: A significant security breach could lead to unanticipated disclosure, modification or destruction of proprietary and other key information, production downtimes, operational disruptions, and remediation costs, which in turn could adversely affect our reputation, competitiveness and results of operations.
+Added: A significant security breach could lead to unanticipated disclosure, modification or destruction of proprietary and other key information, production downtimes, operational disruptions,
+Added: the loss of customers, and remediation costs and other losses or liabilities, which in turn could adversely affect our reputation, competitiveness and results of operations.
RISK RELATED TO CLIMATE CHANGE AND OTHER ENVIRONMENTAL MATTERS
Risks Associated with Climate Change .
−Removed: While the prospect of a lower-carbon economy presents a number of opportunities for our business, the physical impacts of climate change, regulatory efforts to transition to a lower-carbon economy in the regions in which we, our customers and our suppliers operate, and the increased focus and evolving views of our various stakeholders on climate change issues could create risks to our business.
+Added: While the prospect of a lower-carbon economy presents a number of opportunities for our business, the physical impacts of climate change, regulatory efforts to transition to a lower-carbon economy in the regions in which we, our customers and our suppliers operate, and the focus and evolving views of our various stakeholders on climate change issues could create risks to our business.
Physical Risk .
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Regulatory and Other Transition Risks .
−Removed: Increased worldwide focus on climate change has led to legislative and regulatory efforts to combat both potential causes and adverse impacts of climate change.
−Removed: New or more stringent laws and regulations related to greenhouse gas emissions, water usage and other climate change related concerns may adversely affect us, our
−Removed: suppliers and our customers.
+Added: Worldwide focus on climate change has led to legislative and regulatory efforts to combat both potential causes and adverse impacts of climate change.
+Added: New or more stringent laws and regulations related to greenhouse gas emissions, water usage and other climate change related concerns may adversely affect us, our suppliers and our customers.
We have publicly disclosed efforts to reduce certain environmental impacts, including greenhouse gas (GHG) emissions of our operations, and provide for our compliance with applicable environmental regulations.
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Risks Associated with Other Environmental Compliance Matters.
−Removed: We are subject to various domestic and international environmental laws and regulations that govern the discharge of pollutants and disposal of wastes, and which may require that we investigate and remediate the effects of the release or disposal of materials at sites associated with past and present operations.
+Added: We are subject to various domestic and international environmental laws and regulations that govern the discharge of pollutants and disposal of wastes, and may require that we investigate and remediate the effects of the release or disposal of materials at sites associated with past and present operations.
We could incur substantial cleanup costs, fines and civil or criminal sanctions, third party property damage or personal injury claims as a result of violations or liabilities under these laws or non-compliance with environmental permits required at our facilities.
We are currently involved in the investigation and remediation of a number of our current and former sites as well as third party sites.
−Removed: We also could be subject to future laws and regulations that govern greenhouse gas emissions and various matters related to climate change and other air emissions, which could increase our operating costs.
With respect to proceedings brought under the federal Superfund laws, or similar state statutes, we have been identified as a potentially responsible party (PRP) at 40 of such sites, excluding those at which we believe we have no future liability.
−Removed: Our involvement is limited or de minimis at approximately 19 of these sites, the potential loss exposure with respect to 14 individual sites is not considered to be material, and the potential loss exposure on the remaining 8 sites could be material.
+Added: Our involvement is limited or de minimis at approximately 19 of these sites, and potential loss exposure with respect to 13 individual sites is not considered to be material.
+Added: The potential loss exposure on the remaining eight sites could be material.
We are a party to various cost-sharing arrangements with other PRPs at many of the sites.
The terms of the cost-sharing arrangements are subject to non-disclosure agreements as confidential information.
−Removed: Nevertheless, the cost-sharing arrangements generally require all PRPs to post financial assurance of the performance of the obligations or to pre-pay into an escrow or trust account their share of anticipated site-related costs.
+Added: Nevertheless, the cost-sharing arrangements generally require all PRPs to post financial assurance of the performance of the obligations or to pre-pay into an
+Added: escrow or trust account their share of anticipated site-related costs.
In addition, the Federal government, through various agencies, is a party to several such arrangements.
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When our liability is probable and we can reasonably estimate our costs, we record environmental liabilities in our financial statements.
−Removed: In many cases, we are not able to determine whether we are liable or if liability is probable or to reasonably estimate the loss or range of loss.
+Added: In many cases, we are not able to determine whether we are liable or if liability is probable or to reasonably estimate the potential loss or range of loss associated with an alleged claim.
Estimates of our liability remain subject to additional uncertainties, including the nature and extent of site contamination, available remediation alternatives, the extent of corrective actions that may be required, and the participation number and financial condition of other PRPs, as well as the extent of their responsibility for the remediation.
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The manufacture of many of our products is a highly exacting and complex process.
−Removed: If we encounter disruptions to our manufacturing processes due to equipment malfunction, failure to follow specific protocols, specifications and procedures, supply chain interruptions, natural disasters, health pandemics, labor unrest, or otherwise, it could have an adverse impact on our ability to fulfill orders or on product quality or performance which could result in significant costs to and liability for us that could have a material adverse effect on our business, financial condition or results of operations, as well as negative publicity and damage to our reputation, which could adversely impact product demand and customer relationships.
+Added: If we encounter disruptions to our manufacturing processes due to equipment malfunction, failure to follow specific protocols, specifications and procedures, supply chain interruptions, natural disasters, geopolitical volatility, health pandemics, cybersecurity breaches, labor unrest, or otherwise, it could have an adverse impact on our ability to fulfill orders or on product quality or performance which could result in significant costs to and liability for us that could have a material adverse effect on our business, financial condition or results of operations, as well as negative publicity and damage to our reputation, which could adversely impact product demand and customer relationships.
Additionally, our operations depend on the continued and efficient functioning of our facilities, including critical equipment.
If our operations, particularly one of our manufacturing facilities, were to be materially disrupted for any reason, we may be unable to effectively meet our obligations to or demand from our customers, which could adversely affect our financial performance.
−Removed: Export Sales and International Trade Matters.
+Added: Risks Associated with Export Sales and International Trade Matters.
We believe that export sales will continue to account for a significant percentage of our future revenues.
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If we are not able to achieve the anticipated results from the implementation of any of our strategic capital projects, or if we incur unanticipated implementation costs or delays, our results of operations and financial position may be materially adversely affected.
−Removed: Additionally, we periodically undertake maintenance activities, routine or otherwise, involving facilities and pieces of equipment that are key to our operations, and it is possible that unanticipated maintenance needs, or unanticipated circumstances arising in connection with planned maintenance activities could result in equipment outages that are longer, or costs that exceed, those originally anticipated.
+Added: Additionally, we periodically undertake maintenance activities, routine or otherwise, involving facilities and pieces of equipment that are key to our operations, and it is possible that
+Added: unanticipated maintenance needs, or unanticipated circumstances arising in connection with planned maintenance activities could result in equipment outages that are longer, or costs that exceed, those originally anticipated.
Significant repair delays or unanticipated costs associated with these activities could have a negative impact on our results of operations and financial condition.
Risks Associated with Current or Future Litigation and Claims.
−Removed: A number of lawsuits, claims and proceedings have been or may be asserted against us relating to the conduct of our currently and formerly owned businesses, including those pertaining to product liability, patent infringement, commercial disputes, government contracting, employment matters, employee and retiree benefits, taxes, environmental matters, health and safety and occupational disease, and stockholder and corporate governance matters.
+Added: A number of lawsuits, claims and proceedings have been or may be asserted against us relating to the conduct of our currently and formerly owned businesses, including those pertaining to product liability, patent infringement, commercial disputes, government contracting, employment matters, employee and retiree benefits, taxes, environmental matters, personal injury and health and safety and occupational disease, and stockholder and corporate governance matters.
Due to the uncertainties of litigation, we can give no assurance that we will prevail on all claims made against us in the lawsuits that we currently face or that additional claims will not be made against us in the future.
−Removed: While the outcome of litigation cannot be predicted with certainty, and some of these lawsuits, claims or proceedings may be determined adversely to us, we do not believe that the disposition of any such pending matters is likely to have a material adverse effect on our financial condition or liquidity, although the resolution in any reporting period of one or more of these matters could have a material adverse effect on our results of operations for that period.
+Added: While the outcome of litigation cannot be predicted with certainty, and some of these lawsuits, claims or proceedings may be determined adversely to us, we do not believe that the disposition of any such pending matters is likely to have a material adverse effect on our financial condition or liquidity.
+Added: However, the resolution in any reporting period of one or more of these matters could have a material adverse effect on our results of operations for that period.
Also, we can give no assurance that any other claims brought in the future will not have a material effect on our financial condition, liquidity or results of operations.
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These two lawsuits were consolidated in late 2024, and in January 2025, we filed a motion to dismiss the consolidated claims.
+Added: Following an August 2025 hearing on the motion to dismiss, the magistrate judge covering the Motion issued a report recommending that all of the plaintiffs’ claims be dismissed for lack of standing.
+Added: The recommendation remains subject to review and disposition by the presiding judge.
We intend to vigorously defend against these claims, but given the preliminary nature of these matters, cannot predict their outcome or estimate any range of reasonably possible loss at this time.
6 unchanged sentences
We intend to continue to strategically position our businesses to improve our ability to compete.
−Removed: Strategies we employ to accomplish this may include seeking new or expanding existing specialty market niches for our products, expanding our global presence, acquiring businesses complementary to existing strengths, and continually evaluating the performance and strategic fit of our existing business units and their components.
+Added: Strategies we employ to accomplish this may include seeking new or expanding existing specialty market niches for our products, expanding our global presence, acquiring businesses complementary to existing strengths, and continually evaluating the performance and strategic fit of our existing business units and their components, as a result of which we may choose to dispose of any such business or related assets.
From time-to-time, management holds discussions with management of other companies to explore acquisitions, joint ventures, and other business combination opportunities, as well as possible asset acquisitions or dispositions.
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Government contract work.
−Removed: Depending on the circumstances and the outcome, such proceedings could result in fines, penalties, compensatory and treble damages or the cancellation or suspension of payments under one or more U.S.
+Added: Depending on the circumstances and the outcome, such proceedings could result in fines, penalties, compensatory and treble damages or the cancellation or suspension of payments
+Added: under one or more U.S.
Government contracts.
6 unchanged sentences
Any future similar event could impact our business, results of operations, financial condition and/or cash flows in similar respects, but the ultimate breadth and duration of any such future event and its impacts on our business are difficult to predict.
−Removed: Political and Social Turmoil.
+Added: Risks Associated with Political and Social Turmoil.
The war on terrorism, as well as global political and social turmoil, generally, could put pressure on economic conditions in the U.S.
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As of December 28, 2025, our total consolidated indebtedness was approximately $1.7 billion.
−Removed: We also had the ability to borrow approximately $525 million under our Asset Based Lending (ABL) credit facility as of December 29, 2024.
+Added: We also had the ability to borrow approximately $569 million under our Asset Based Lending (ABL) credit facility, and up to $100 million of availability under the Delayed-Draw Term Loan as of December 28, 2025.
This substantial level of indebtedness increases the risk that we may be unable to generate enough cash to pay amounts due in respect of our indebtedness.
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Under these contracts, we transferred the pension obligations and associated assets for the significant majority of our remaining plan participants to the selected insurance company.
−Removed: Using our long-term weighted average expected rate of return on pension plan assets and other actuarial assumptions, we do not expect to have any significant minimum cash funding requirements to our pension plan for at least ten years.
+Added: Using our long-term weighted average expected return on pension plan assets and other actuarial assumptions, we expect to have approximately $40 million of minimum cash funding requirements to the defined benefit pension plan over the next ten years.
+Added: Minimum cash funding requirements are not expected to be significant in any individual year.
However, these estimates are based on various assumptions and are subject to significant uncertainty, including with respect to the performance of our pension trust assets, and our expectations therefore could prove to be inaccurate.
Significantly lower than expected returns on our pension assets could result in otherwise unanticipated pension contribution obligations in the future.
−Removed: Depending on the timing and amount, a requirement that we fund the U.S.
+Added: on the timing and amount, a requirement that we fund the U.S.
qualified defined benefit pension plan could have a material adverse effect on our results of operations and financial condition.
−Removed: Goodwill or Long-Lived Asset Impairments.
+Added: Risks Associated with Goodwill or Long-Lived Asset Impairments.
We have various long-lived assets that are subject to impairment testing.
4 unchanged sentences
Any determination requiring the impairment of a significant portion of goodwill or other long-lived assets has had, and may in the future have, a negative impact on our financial condition and results of operations.
−Removed: Internal Controls Over Financial Reporting.
+Added: Risks Associated with Internal Controls Over Financial Reporting.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
9 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.