What the changes say
- AI is newly identified as a risk to Enpro’s operations, products, competitiveness, legal position, and customer demand.
- Supply-chain disclosure now highlights AST’s reliance on rare earth minerals historically sourced indirectly from China.
- Variable-rate debt now references federal funds rate or SOFR for revolving-credit borrowings, rather than SOFR for revolving and term loans.
- Climate disclosure adds customer transition needs and low-carbon-economy regulation while removing specific fossil-fuel electricity exposure.
What changed since the prior 10-K
New
- NewRisks Related to Our Business
We are exposed to risks related to the use of AI by us and our competitors
AI errors, legal claims, reputational damage, competitors’ superior AI products, and reduced customer demand could harm Enpro.
Reworded
- 77% rewrittenRisks Related to Our Capital Structure
We may incur increased interest expense as a result of our variable rate debt
Variable-rate exposure now covers revolving-credit borrowings tied to either the federal funds rate or SOFR, rather than revolving and term loans tied to SOFR.
- 66% rewrittenRisks Related to Our Business
Climate change and legal or regulatory responses thereto may have an adverse impact on our business and results of operations
The risk now emphasizes climate transition risks, changing customer needs, and regulation, while removing specific manufacturing-facility fossil-fuel electricity exposure.
- 52% rewrittenRisks Related to Our Business
Increased costs for raw materials, the termination of existing supply arrangements or other disruptions of our supply chain has had, and could continue in the future to have, a material adverse effect on our business
The disclosure adds AST’s reliance on rare earth minerals historically sourced indirectly from China and removes explicit discussion of key-supplier loss and raw-material unavailability.
- 39% rewrittenRisks Related to Our Prior Ownership of Disposed Businesses
We have exposure to contingent liabilities relating to previously owned businesses, which could have a material adverse effect on our financial condition, results of operations, and cash flows in any fiscal period
The prior EDF nuclear-power-project example was removed, replaced by broader claims involving products, facilities, employees, former employees, and potentially substantial payments.
Was: We have exposure to some contingent liabilities relating to previously owned businesses, which could have a material adverse effect on our financial condition, results of operations, and cash flows in any fiscal period
- 36% rewrittenRisks Related to Our Capital Structure
Our debt agreement and the indenture governing our senior notes impose limitations on our operations, which could impede our ability to respond to market conditions, address unanticipated capital investments and/or pursue business opportunities
Senior-note restrictions now cover asset sales and liens, while the prior reference to senior-note restrictions on payments, investments, and debt was removed.
- 26% rewrittenRisks Related to Our Business
We face intense competition that could have a material adverse effect on our business
The risk now adds that failing to meet rapid demand increases or manage expanded capacity could drive customers to competitors.
- 20% rewrittenRisks Related to Our Business
Our business and some of the markets we serve are cyclical and distressed market conditions could have a material adverse effect on our business
No substantive change: the disclosure retains the same cyclical markets, downturn effects, and examples.
All 25 risk factors
Headings as the filing states them, in filing order.
Risks Related to Our Business
- 01Our business and some of the markets we serve are cyclical and distressed market conditions could have a material adverse effect on our business20% rewritten
- 02We face intense competition that could have a material adverse effect on our business26% rewritten
- 03The loss of key personnel and an inability to attract and retain qualified employees could have a material adverse effect on our operations
- 04If we fail to retain the agents and distributors upon whom we rely to market our products, we may be unable to effectively market our products and our revenue and profitability may decline
- 05Increased costs for raw materials, the termination of existing supply arrangements or other disruptions of our supply chain has had, and could continue in the future to have, a material adverse effect on our business52% rewritten
- 06If we are unable to protect our intellectual property rights and knowledge relating to our products and services, our business and prospects may be negatively impacted
- 07Failure to maintain or renew licenses to certain intellectual property rights could adversely affect our business, financial condition, results of operations and cash flows
- 08Our business may be adversely affected by information technology disruptions
- 09We are exposed to risks related to the use of AI by us and our competitorsNew
- 10A failure to develop new or improved products and solutions may result in a significant competitive disadvantage
- 11Debt incurred in the future to refinance existing indebtedness, to fund strategic acquisitions or for other needs may be at interest rates greater than the rates applicable to the Company’s current indebtedness
- 12Our business with the U.S. government is subject to government contracting risks
- 13Climate change and legal or regulatory responses thereto may have an adverse impact on our business and results of operations66% rewritten
- 14Evolving regulatory restrictions on per- and polyfluoroalkyl substances (PFAS) may restrict the manufacture or use of fluoropolymers, including PTFE, which are currently included as critical components in certain of our products
- 15Our business could be materially adversely affected by numerous other risks, including rising healthcare costs, changes in environmental laws and other unforeseen business interruptions
Risks Related to Our Acquisition Activities
- 16We have made and expect to continue to make acquisitions, which could involve certain risks and uncertainties
Risks Related to Our Prior Ownership of Disposed Businesses
- 17We have exposure to contingent liabilities relating to previously owned businesses, which could have a material adverse effect on our financial condition, results of operations, and cash flows in any fiscal period39% rewritten
Risks Related to Our International Operations
- 18We conduct a significant amount of our sales and service activities outside of the U.S., which subjects us to additional business risks, including foreign exchange risks, that may cause our profitability to decline
Risks Related to Our Capital Structure
- 19Our debt agreement and the indenture governing our senior notes impose limitations on our operations, which could impede our ability to respond to market conditions, address unanticipated capital investments and/or pursue business opportunities36% rewritten
- 20We may not have sufficient cash to fund a required repurchase of our senior notes upon a change of control
- 21We may incur increased interest expense as a result of our variable rate debt77% rewritten
Risks Related to Ownership of Our Common Stock
- 22The market price of our common stock may be volatile
- 23Because our quarterly revenues and operating results may vary significantly in future periods, our stock price may fluctuate
- 24Various provisions and laws could delay or prevent a change of control
- 25Future sales of our common stock in the public market could lower the market price for our common stock
Other Enpro 10-Ks
- FY2024 10-K risk factors24 risks
Enpro faces cyclical markets like semiconductor wafer fab equipment, petroleum, and heavy-duty trucking.
Filed Feb 21, 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.