A couple of years ago I bought a 12" All-Clad D3 skillet and registered it with All-Clad in case that was needed to validate the warranty. Since then I've gotten emails from them which I usually ignore. A few weeks ago I saw one about their "VIP factory seconds sale." My wife and I had sauce pans and stock pots that we'd had since we were broke college kids, so we decided to try this sale out. We got 2 sauce pans (1 qt. D3, 2 qt. D5), and 2 stock pots (8 qt. D5 and 12 qt. D5). These were all approximately 60% off. 3 of the 4 were "damaged packaging" and 1 was "scratch or dent." I cant find anything wrong with any of it. If anybody is looking to get All-Clad cookware but not at full price I recommend keeping an eye out for their occasional factory seconds sales.