UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 _________________________________________
FORM 10-Q
 _________________________________________
(Mark One)
ý
Q UARTERLY   REPORT   PURSUANT   TO  S ECTION  13 OR  15(d) OF   THE   SECURITIES   EXCHANGE   ACT   OF  1934
For the quarterly period ended March 31, 2019
¨
T RANSITION   REPORT   PURSUANT   TO   SECTION  13 OR  15(d) OF   THE   SECURITIES   EXCHANGE   ACT   OF  1934
Commission File Number 001-31225
 _________________________________________  
ENPRO INDUSTRIES, INC .
(Exact name of registrant, as specified in its charter)
_____________________________________   
North Carolina
 
01-0573945
(State or other jurisdiction
of incorporation)
 
(I.R.S. Employer
Identification No.)
5605 Carnegie Boulevard, Suite 500, Charlotte,
North Carolina
 
28209
(Address of principal executive offices)
 
(Zip Code)
(704) 731-1500
(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.     Yes   ý     No   ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes    ý      No    ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer
ý
Accelerated filer
¨
Non-accelerated filer
¨   
Smaller reporting company
¨
 
 
Emerging growth company
¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes   ¨      No    ý
Securities registered pursuant to Section 12(b) of the Act:
__________________________________________
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common stock, $0.01 par value
NPO
New York Stock Exchange
As of April 29, 2019 , there were 20,739,223 shares of common stock of the registrant outstanding, which does not include 188,027 shares of common stock held by a subsidiary of the registrant and accordingly are not entitled to be voted. There is only one class of common stock.
 




PART I
FINANCIAL INFORMATION
  Item 1.
Financial Statements
ENPRO INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
Three Months Ended March 31, 2019 and 2018
(in millions, except per share amounts)

 
2019
 
2018
Net sales
$
360.3

 
$
368.8

Cost of sales
247.2

 
243.7

Gross profit
113.1

 
125.1

Operating expenses:
 
 
 
Selling, general and administrative
87.8

 
92.1

Other
1.4

 
1.0

Total operating expenses
89.2

 
93.1

Operating income
23.9

 
32.0

Interest expense
(5.2
)
 
(8.2
)
Interest income
0.7

 
0.4

Other expense
(1.5
)
 
0.6

Income before income taxes
17.9

 
24.8

Income tax expense
(4.8
)
 
(12.2
)
Net income
$
13.1

 
$
12.6

Comprehensive income
$
19.9

 
$
22.4

 
 
 
 
Basic earnings per share
$
0.63

 
$
0.59

Diluted earnings per share
$
0.63

 
$
0.58

Cash dividends per share
$
0.25

 
$
0.24












See notes to consolidated financial statements (unaudited).

1


ENPRO INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
Three Months Ended March 31, 2019 and 2018
(in millions)
 
2019
 
2018
OPERATING ACTIVITIES
 
 
 
Net income
$
13.1

 
$
12.6

Adjustments to reconcile net income to net cash provided by (used in) operating activities:
 
 
 
Depreciation
9.2

 
9.3

Amortization
8.2

 
9.0

Deferred income taxes
(1.7
)
 
(0.9
)
Stock-based compensation
1.7

 
1.8

Other non-cash adjustments
1.5

 
1.1

Change in assets and liabilities:
 
 
 
Accounts receivable, net
(5.6
)
 
(20.1
)
Inventories
(16.1
)
 
(9.8
)
Accounts payable
(13.4
)
 
(6.8
)
Other current assets and liabilities
14.6

 
(11.5
)
Other non-current assets and liabilities
(1.6
)
 
(4.7
)
Net cash provided by (used in) operating activities
9.9

 
(20.0
)
INVESTING ACTIVITIES
 
 
 
Purchases of property, plant and equipment
(10.3
)
 
(14.9
)
Payments for capitalized internal-use software
(0.4
)
 
(0.7
)
Proceeds from sale of property, plant, and equipment
0.3

 
0.4

Net cash used in investing activities
(10.4
)
 
(15.2
)
FINANCING ACTIVITIES
 
 
 
Proceeds from debt
120.8

 
256.1

Repayments of debt
(111.6
)
 
(268.1
)
Repurchase of common stock
(2.0
)
 
(15.4
)
Dividends paid
(5.4
)
 
(5.3
)
Other
(3.4
)
 
(4.2
)
Net cash used in financing activities
(1.6
)
 
(36.9
)
Effect of exchange rate changes on cash and cash equivalents
3.4

 
0.9

Net increase (decrease) in cash and cash equivalents
1.3

 
(71.2
)
Cash and cash equivalents at beginning of period
129.6

 
189.3

Cash and cash equivalents at end of period
$
130.9

 
$
118.1

Supplemental disclosures of cash flow information:
 
 
 
Cash paid (received) during the period for:
 
 
 
Interest, net
$
(1.6
)
 
$
14.5

Income taxes, net
$
(12.3
)
 
$
(1.4
)
Non-cash investing and financing activities:
 
 
 
Non-cash acquisitions of property, plant, and equipment
$
3.0

 
$
3.2






See notes to consolidated financial statements (unaudited).

2


ENPRO INDUSTRIES, INC.
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(in millions, except share amounts)
 
March 31,
2019
 
December 31,
2018
ASSETS
 
 
 
Current assets
 
 
 
Cash and cash equivalents
$
130.9

 
$
129.6

Accounts receivable, net
292.1

 
286.6

Inventories
249.3

 
233.1

Income tax receivable
32.7

 
49.5

Prepaid expenses and other current assets
33.9

 
33.2

Total current assets
738.9

 
732.0

Property, plant and equipment, net
294.0

 
301.2

Goodwill
334.6

 
333.7

Other intangible assets, net
291.6

 
297.3

Other assets
88.0

 
54.9

Total assets
$
1,747.1

 
$
1,719.1

LIABILITIES AND EQUITY
 
 
 
Current liabilities
 
 
 
Current maturities of long-term debt
$
0.4

 
$
2.4

Accounts payable
119.3

 
139.2

Accrued expenses
158.8

 
145.5

Total current liabilities
278.5

 
287.1

Long-term debt
472.8

 
462.5

Other liabilities
119.7

 
106.8

Total liabilities
871.0

 
856.4

Commitments and contingencies

 

Shareholders’ equity
 
 
 
Common stock – $.01 par value; 100,000,000 shares authorized; issued, 20,975,221 shares in 2019 and 20,929,218 shares in 2018
0.2

 
0.2

Additional paid-in capital
299.8

 
301.0

Retained earnings
627.6

 
608.3

Accumulated other comprehensive loss
(50.2
)
 
(45.5
)
Common stock held in treasury, at cost – 188,761 shares in 2019 and 189,514 shares in 2018
(1.3
)
 
(1.3
)
Total shareholders’ equity
876.1

 
862.7

Total liabilities and equity
$
1,747.1

 
$
1,719.1







See notes to consolidated financial statements (unaudited).

3


ENPRO INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
1.
Overview, Basis of Presentation and Recently Issued Authoritative Accounting Guidance
Overview
EnPro Industries, Inc. (“we,” “us,” “our,” “EnPro” or the “Company”) is a leader in the design, development, manufacture, and marketing of proprietary engineered industrial products that primarily include: sealing products; heavy-duty truck wheel-end component systems; self-lubricating non-rolling bearing products; precision engineered components and lubrication systems for reciprocating compressors; hoses and fittings for the hygienic process industries; bellows and bellow assemblies; pedestals for semiconductor manufacturing; PTFE products; and heavy-duty, medium-speed diesel, natural gas and dual fuel reciprocating engines, including parts and services.
Basis of Presentation
The accompanying interim consolidated financial statements are unaudited, and certain related information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been omitted in accordance with Rule 10-01 of Regulation S-X. They were prepared following the same policies and procedures used in the preparation of our annual financial statements except as disclosed below and reflect all adjustments (consisting of normal recurring adjustments) necessary for a fair statement of results for the periods presented. The Consolidated Balance Sheet as of December 31, 2018 was derived from the audited financial statements included in our annual report on Form 10-K for the year ended December 31, 2018 . The results of operations for the interim periods are not necessarily indicative of the results for the fiscal year. These consolidated financial statements should be read in conjunction with our annual consolidated financial statements for the year ended December 31, 2018 included within our annual report on Form 10-K.
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amount of assets and liabilities and the disclosures regarding contingent assets and liabilities at period end and the reported amounts of revenue and expenses during the reporting period. Actual results may differ from these estimates.
All intercompany accounts and transactions between our consolidated operations have been eliminated.
In the first quarter of 2019, we adopted a standard that establishes principles to report transparent and economically neutral information about the assets and liabilities that arise from leases. The standard requires lessees to recognize the lease assets and lease liabilities that arise from all leases in the statement of financial position and to disclose qualitative and quantitative information about lease transactions, such as information about variable lease payments and options to renew and terminate leases. The standard retains a distinction between finance leases and operating leases. As a result, the effect of leases in the Consolidated Statements of Operations and the Consolidated Statement of Cash Flows is largely unchanged. Additionally, the guidance provides clarification on the definition of a lease, including alignment of the concept of control of an asset with principles in other authoritative guidance around revenue recognition and consolidation. We adopted the new standard using the allowable option to apply the transition provisions of the new guidance at its adoption date without adjusting the comparative periods presented.

We evaluated the impact of applying practical expedients, and upon adoption we elected the package of practical expedients which permits us to not reassess prior conclusions related to contracts containing leases, lease classification, and initial direct costs. Additionally, we elected to not separate lease and non-lease components, we will not recognize an asset for leases with a term of twelve months or less, and we will apply a portfolio approach in determining discount rates.

Upon adoption of this standard, we recognized a right-of-use asset and a corresponding lease liability of approximately $30 million for our operating leases. The adoption of the standard did not have a material impact to our Consolidated Statements of Operations or Consolidated Statements of Cash Flows.

Additionally, in the first quarter of 2019, we adopted a standard that allows for the reclassification of disproportionate income tax effects ("stranded tax effects") resulting from the Tax Cuts and Jobs Act ("the Tax Act") from accumulated other comprehensive loss to retained earnings. As a result of the Tax Act, we remeasured our deferred taxes related to pensions and other postretirement benefits using the new U.S. federal tax rate. Our adoption of the standard resulted in the reclassification of a net tax benefit of $11.5 million from accumulated other comprehensive loss to opening retained earnings in our Consolidated Balance Sheet. Adoption of the standard had no impact to our Consolidated Statements of Operations or Consolidated Statements of Cash Flows.

4



Recently Issued Authoritative Accounting Guidance
In January 2017, a standard was issued to simplify annual and interim goodwill impairment testing for public business entities. Under the standard, an entity should perform its annual or interim goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. An entity still has the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. The standard is effective for any interim goodwill impairment tests in fiscal years beginning after December 15, 2019, and is to be applied prospectively. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The standard is not currently expected to have a significant impact on our consolidated financial statements or disclosures.

In June 2016, a standard was issued that significantly changes how entities will measure credit losses for most financial assets and certain other instruments that are not measured at fair value through net income, including trade receivables. The standard requires an entity to estimate its lifetime “expected credit loss” for such assets at inception, and record an allowance that, when deducted from the amortized cost basis of the financial asset, presents the net amount expected to be collected on the financial asset. The standard is effective for annual periods beginning after December 15, 2019, and interim periods therein. Early adoption is permitted for annual periods beginning after December 15, 2018, and interim periods therein. We are currently evaluating the new guidance to determine the impact it will have on our consolidated financial statements. Based upon our current population of receivables and associated historical credit loss experience, we do not expect that this standard will have a significant impact on our consolidated financial statements. This conclusion could be impacted by any significant future financing arrangements that we may choose to enter with customers.
2.
Revenue from Contracts with Customers

Information regarding long-term engine contracts where revenue is recognized over time using an input method is as follows:
 
March 31,
2019
 
December 31,
2018
 
(in millions)
Cumulative revenues recognized on uncompleted contracts
$
404.1

 
$
452.5

Cumulative billings on uncompleted contracts
358.6

 
393.9

 
$
45.5

 
$
58.6

These amounts were included in the accompanying Consolidated Balance Sheets under the following captions:
 
March 31,
2019
 
December 31,
2018
 
(in millions)
Accounts receivable, net (contract revenue recognized in excess of billings)
$
60.5

 
$
63.9

Accrued expenses (billings in excess of revenue recognized)
(15.0
)
 
(5.3
)
 
$
45.5

 
$
58.6

The changes in our contract deferred revenue (billings in excess of revenue recognized) for the three months ended March 31, 2019 are as follows:
 
2019
Balance at beginning of period
$
5.5

Additional billings in excess of revenue recognized
15.2

Revenue recognized
(5.7
)
Balance at end of period
$
15.0


We make deposits and progress payments to certain vendors for long-lead-time manufactured components associated with engine projects. At March 31, 2019 and December 31, 2018 , deposits and progress payments for long-lead-time components in our Power Systems segment totaled $2.0 million and $1.0 million , respectively. These deposits and progress

5


payments are classified in prepaid expenses and other current assets in the accompanying Consolidated Balance Sheets. Assets and liabilities for long-term service contracts recognized over time were immaterial as of March 31, 2019 and December 31, 2018 .
As of March 31, 2019 , the aggregate amount of transaction price of remaining performance obligations, or backlog, for the full company was $410.0 million . Approximately 86% of these obligations are expected to be satisfied within one year . The amount expected to be satisfied beyond March 31, 2020 is mainly attributable to our Power Systems segment and pertains to the contracts discussed above. Remaining performance obligations include those related to the contracts discussed above as well as orders across all of our businesses that we believe to be firm. However, there is no certainty these orders will result in actual sales at the times or in the amounts ordered. In addition, for most of our business, this total is not particularly predictive of future performance because of our short lead times and some seasonality.
3.
Income Taxes

Our income tax expense and resulting effective tax rate are based upon the estimated annual effective tax rates applicable for the respective periods adjusted for the effect of items required to be treated as discrete in the interim periods, including losses generated in countries where we are projecting annual losses for which a deferred tax asset is not anticipated to be recognized. This estimated annual effective tax rate is affected by the relative proportions of revenue and income before taxes in the jurisdictions in which we operate. Based on the current geographical mix of earnings and the reduction in the U.S. corporate income tax rate as a result of the Tax Act, our global annual effective tax rate typically approximates the blended domestic statutory rate and fluctuates based on the portion of our profits earned in each jurisdiction.

The effective tax rates for the three months ended March 31, 2019 and 2018 were 26.8% and 49.2% , respectively. The effective tax rates for the three months ended March 31, 2019 and 2018 reflect the impact of the reduction in the U.S. federal statutory income tax rate to 21.0% , partially offset by the minimum tax on certain non-U.S. earnings, and higher tax rates in foreign jurisdictions. The effective tax rate for the three months ended March 31, 2018 was also impacted by a $5.4 million discrete tax charge to prior benefits recognized for domestic production activities as a result of interpretive guidance issued by the IRS.

In June 2017, the IRS began an examination of our 2014 U.S. federal income tax return. Although this examination is part of a routine and recurring cycle, we cannot predict the final outcome or expected conclusion date of the audit.  Various foreign and state tax returns are also currently under examination and some of these exams may conclude within the next twelve months.  The final outcomes of these audits are not yet determinable; however, management believes that any assessments that may arise will not have a material effect on our financial results.

4.
Earnings Per Share
 
Three months ended March 31,
 
2019
 
2018
 
 
Numerator (basic and diluted):
 
 
 
Net income
$
13.1

 
$
12.6

Denominator:
 
 
 
Weighted-average shares – basic
20.8

 
21.3

Share-based awards
0.1

 
0.3

Weighted-average shares – diluted
20.9

 
21.6

Earnings per share:
 
 
 
Basic
$
0.63

 
$
0.59

Diluted
$
0.63

 
$
0.58









6


5.
Inventories
 
March 31,
2019
 
December 31,
2018
 
(in millions)
Finished products
$
152.3

 
$
142.9

Work in process
39.1

 
33.6

Raw materials and supplies
69.0

 
67.7

 
260.4

 
244.2

Reserve to reduce certain inventories to LIFO basis
(11.1
)
 
(11.1
)
Total inventories
$
249.3

 
$
233.1

We use the last-in, first-out (“LIFO”) method of valuing certain of our inventories. An actual valuation of inventory under the LIFO method can be made only at the end of each year based on the inventory levels and costs at that time. Accordingly, interim LIFO calculations are based on management’s estimates of expected year-end inventory levels and costs, which are subject to change until the final year-end LIFO inventory valuation.
6.
Goodwill and Other Intangible Assets
The changes in the net carrying value of goodwill by reportable segment for the three months ended March 31, 2019 , are as follows:
 
Sealing
Products
 
Engineered
Products
 
Power Systems
 
Total
 
(in millions)
Goodwill as of December 31, 2018
$
311.3

 
$
10.8

 
$
11.6

 
$
333.7

Change due to foreign currency translation
0.8

 
—

 
0.1

 
0.9

Goodwill as of March 31, 2019
$
312.1

 
$
10.8

 
$
11.7

 
$
334.6


The goodwill balances reflected above are net of accumulated impairment losses of $27.8 million for the Sealing Products segment and $154.8 million for the Engineered Products segment as of March 31, 2019 and December 31, 2018 .
Identifiable intangible assets are as follows:
 
 As of March 31, 2019
 
 As of December 31, 2018
 
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Gross
Carrying
Amount
 
Accumulated
Amortization
 
(in millions)
Amortized:
 
 
 
 
 
 
 
Customer relationships
$
285.2

 
$
154.7

 
$
284.5

 
$
150.2

Existing technology
112.8

 
47.2

 
112.3

 
45.1

Trademarks
35.1

 
23.3

 
35.3

 
23.1

Other
28.5

 
24.0

 
28.3

 
23.8

 
461.6

 
249.2

 
460.4

 
242.2

Indefinite-Lived:
 
 
 
 
 
 
 
Trademarks
79.2

 
—

 
79.1

 
—

Total
$
540.8

 
$
249.2

 
$
539.5

 
$
242.2

Amortization for the three months ended March 31, 2019 and 2018 was $6.8 million and $7.5 million , respectively.

7.
Leases

We regularly enter into operating leases primarily for real estate, equipment, and vehicles. Operating lease arrangements are generally utilized to secure the use of assets if the terms and conditions of the lease or the nature of the asset makes the lease arrangement more favorable than a purchase. Leases with an initial term of 12 months or less are not recorded on the balance sheet. We have elected an accounting policy to combine lease and non-lease components.


7


Our building leases have remaining terms up to 12 years , some of which contain options to renew up to five years , and some of which contain options to terminate. Our vehicle, equipment, and other leases have remaining lease terms up to seven years , some of which contain options to renew or become evergreen leases, with automatic renewing one-month terms, and some of which have options to terminate.

Our right of use assets and liabilities related to operating leases for the three months ended March 31, 2019 are as follows:
 
Balance Sheet Classification
March 31,
2019
 
 
(in millions)
Right-of-use assets
Other assets
$
30.0

 
 
 
Current liability
Accrued expenses
$
10.2

Long-term liability
Other liabilities
20.1

Total liability
 
$
30.3


Approximately 80% of our operating lease assets and liabilities arise from real estate leases and 20% arise from equipment and vehicle leases.

Most of our leases do not provide an implicit rate for calculating the right of use assets and corresponding lease liabilities. Accordingly, we have developed a discount rate grid based on the term and size of the lease to approximate the interest rate that we would have to pay to borrow on a collateralized basis over a similar term and amount equal to the lease payments in similar economic environments. We used the incremental borrowing rate at January 1, 2019 for all leases that commenced prior to that date.

In the three months ended March 31, 2019 , we had operating lease costs of $2.9 million and our operating cash flows from operating leases were $3.1 million . Our short-term and variable lease costs were $0.5 million .

In the three months ended March 31, 2019 , we entered into additional operating leases that resulted in new right-of-use assets totaling $2.7 million . We have not entered into any significant leases that have yet to commence.

Our weighted-average remaining lease term and discount rate were as follows:

 
March 31,
2019
Weighted-average remaining lease term (years)
4.7
Weighted-average discount rate
4.4%

A maturity analysis of undiscounted operating lease liabilities is shown in the table below:
    
 
Operating Lease Payments
 
(in millions)
2019 (1)
$
11.1

2020
7.7

2021
5.1

2022
3.0

2023
2.0

Thereafter
4.7

Total lease payments
33.6

Less: interest
(3.3
)
Present value of lease liabilities
$
30.3


(1) Excludes the three months ended March 31, 2019

8



The operating lease payments listed in the table above include all current leases and all known future leases that have yet to commence. The payments also include all renewal periods that we are reasonably certain to exercise.

We rarely enter into finance leases. Since finance lease amounts and related costs are not significant to our consolidated financial position or results of operations, additional disclosures regarding finance leases are not presented.

Future minimum lease payments by year and in the aggregate, under noncancelable operating leases with initial or remaining noncancelable lease terms in excess of one year, consisted of the following at December 31, 2018 (in millions):

2019
$
11.5

2020
9.0

2021
6.2

2022
4.4

2023
3.4

Thereafter
2.7

Total minimum payments
$
37.2


Net rent expense was $13.5 million for the year ended December 31, 2018 .


8.
Accrued Expenses
 
March 31,
2019
 
December 31,
2018
 
(in millions)
Salaries, wages and employee benefits
$
45.6

 
$
59.5

Interest
9.9

 
4.9

Customer advances
17.6

 
7.1

Environmental
16.4

 
16.4

Warranty
10.7

 
10.9

Income and other taxes
19.4

 
16.9

Operating lease liabilities
10.2

 
—

Other
29.0

 
29.8

 
$
158.8

 
$
145.5


9.
Long-Term Debt
Revolving Credit Facility
On June 28, 2018, we entered into a Second Amended and Restated Credit Agreement (the “Amended Credit Agreement”) among EnPro Industries, Inc. and EnPro Holdings, Inc., a wholly owned subsidiary of the Company (“EnPro Holdings”), as borrowers, the guarantors party thereto, the lenders party thereto and Bank of America, N.A., as Administrative Agent, Swing Line Lender and Letter of Credit Issuer. The Amended Credit Agreement provides for a five -year, senior secured revolving credit facility of $350.0 million (the “Revolving Credit Facility”). The Amended Credit Agreement also provides that the borrowers may seek incremental term loans and/or additional revolving credit commitments in an amount equal to the greater of $225.0 million and 100% of consolidated EBITDA (as defined) for the most recently ended four-quarter period for which we have reported financial results, plus additional amounts based on a consolidated senior secured leverage ratio.
Borrowing availability under the Revolving Credit Facility is not limited by reference to a borrowing base.  Initially, borrowings under the Revolving Credit Facility bear interest at an annual rate of LIBOR plus 1.75% or base rate plus 0.75% , although the interest rates under the Revolving Credit Facility are subject to incremental increases based on a consolidated total net leverage ratio.  In addition, a commitment fee accrues with respect to the unused amount of the Revolving Credit Facility.
The Company and EnPro Holdings are the permitted borrowers under the Revolving Credit Facility.  The Company has the ability to add foreign subsidiaries as borrowers under the Revolving Credit Facility for up to $100.0 million (or its foreign currency equivalent) in aggregate borrowings, subject to certain conditions.  Each of the Company’s domestic, consolidated

9


subsidiaries are required to guarantee the obligations of the borrowers under the Revolving Credit Facility, and each of the Company’s existing domestic, consolidated subsidiaries has entered into the Amended Credit Agreement to provide such a guarantee.
Borrowings under the Revolving Credit Facility are secured by a first priority pledge of certain assets. The Amended Credit Agreement contains certain financial covenants and required financial ratios including a maximum consolidated total net leverage and a minimum consolidated interest coverage as defined in the Amended Credit Agreement. We were in compliance with all covenants of the Revolving Credit Facility as of March 31, 2019 .
The borrowing availability under our Revolving Credit Facility at March 31, 2019 was $207.1 million after giving consideration to $15.9 million of outstanding letters of credit and $127.0 million of outstanding revolver borrowings.    
Senior Notes
    
In October 2018, we completed the offering of $350.0 million aggregate principal amount of 5.75% Senior Notes due 2026 (the "Senior Notes").

The Senior Notes are unsecured, unsorbordinated obligations of EnPro and mature on October 15, 2026. Interest on the Senior Notes accrues at a rate of 5.75% per annum and is payable semi-annually in cash in arrears on April 15 and October 15 of each year, commencing on April 15, 2019. The Senior Notes are required to be guaranteed on a senior unsecured basis by each of EnPro's existing and future direct and indirect domestic subsidiaries that is a borrower under, or guarantees, our indebtedness under the Revolving Credit Facility or guarantees any other Capital Markets Indebtedness (as defined in the indenture governing the Senior Notes) of EnPro or any of the guarantors.

On or after October 15, 2021, we may, on any one or more occasion, redeem all or part of the Senior Notes at specified redemption prices plus accrued and unpaid interest. In addition, we may redeem a portion of the aggregate principal amount of the Senior Notes before October 15, 2021 with the net cash proceeds from certain equity offerings at a specified redemption price plus accrued and unpaid interest, if any, to, but not including, the redemption price. We may also redeem some or all of the Senior Notes before October 15, 2021 at a redemption price of 100% of the principal amount, plus accrued and unpaid interest, if any, but not including, the redemption date, plus a "make whole" premium.

Each holder of the Senior Notes my require us to repurchase some or all of the Senior Notes held by such holder for cash upon the occurrence of a defined "change of control" event. Our ability to redeem the Senior Notes prior to maturity is subject to certain conditions, including in certain cases the payment of make-whole amounts.

The indenture governing the Senior Notes included covenants that restrict our ability to engage in certain activities, including incurring additional indebtedness, paying dividends, and repurchasing shares of our common stock, subject in each case to specified exceptions and qualifications set forth in the indenture.

10.
Pensions and Postretirement Benefits
The components of net periodic benefit cost for our U.S. and foreign defined benefit pension and other postretirement plans for the three months ended March 31, 2019 and 2018 , are as follows:
 
Pension Benefits
 
Other Benefits
 
2019
 
2018
 
2019
 
2018
 
 
Service cost
$
1.1

 
$
1.2

 
$
0.1

 
$
0.1

Interest cost
3.0

 
3.4

 
—

 
—

Expected return on plan assets
(4.0
)
 
(5.4
)
 
—

 
—

Amortization of net loss
1.6

 
1.4

 
—

 
—

Net periodic benefit cost
$
1.7

 
$
0.6

 
$
0.1

 
$
0.1

Contributions of $5.6 million were made in the three months ended March 31, 2018 to our U.S. defined benefit pension plans. We do not expect to make any contributions in 2019 .

10


11.
Shareholders' Equity
Changes in shareholders' equity for the three months ended March 31, 2019 are as follows:
 
Common Stock
 
Additional Paid-in Capital
 
Retained Earnings
 
Accumulated Other Comprehensive Loss
 
Treasury Stock
 
Total Shareholders' Equity
(in millions)
Shares
 
Amount
 
 
 
 
 
Balance, December 31, 2018
20.7

 
$
0.2

 
$
301.0

 
$
608.3

 
$
(45.5
)
 
$
(1.3
)
 
$
862.7

Adoption of new accounting standard
—

 
—

 
—

 
11.5

 
(11.5
)
 
—

 
—

Net income
—

 
—

 
—

 
13.1

 
—

 
—

 
13.1

Other comprehensive income
—

 
—

 
—

 
—

 
6.8

 
—

 
6.8

Dividends
—

 
—

 
—

 
(5.3
)
 
—

 
—

 
(5.3
)
Share repurchases
—

 
—

 
(2.4
)
 
—

 
—

 
—

 
(2.4
)
Incentive plan activity
0.1

 
—

 
1.2

 
—

 
—

 
—

 
1.2

Balance, March 31, 2019
20.8

 
$
0.2

 
$
299.8

 
$
627.6

 
$
(50.2
)
 
$
(1.3
)
 
$
876.1

Changes in shareholders' equity for the three months ended March 31, 2018 are as follows:
 
Common Stock
 
Additional Paid-in Capital
 
Retained Earnings
 
Accumulated Other Comprehensive Loss
 
Treasury Stock
 
Total Shareholders' Equity
(in millions)
Shares
 
Amount
 
 
 
 
 
Balance, December 31, 2017
21.3

 
$
0.2

 
$
347.9

 
$
604.4

 
$
(48.4
)
 
$
(1.3
)
 
$
902.8

Adoption of new accounting standard
—

 
—

 
—

 
(0.3
)
 
—

 
—

 
(0.3
)
Net income
—

 
—

 
—

 
12.6

 
—

 
—

 
12.6

Other comprehensive income
—

 
—

 
—

 
—

 
9.8

 
—

 
9.8

Dividends
—

 
—

 
—

 
(5.2
)
 
—

 
—

 
(5.2
)
Share repurchases
(0.2
)
 
—

 
(16.9
)
 
—

 
—

 
—

 
(16.9
)
Incentive plan activity
0.1

 
—

 
(1.7
)
 
—

 
—

 
—

 
(1.7
)
Balance, March 31, 2018
21.2

 
$
0.2

 
$
329.3

 
$
611.5

 
$
(38.6
)
 
$
(1.3
)
 
$
901.1

We intend to declare regular quarterly cash dividends on our common stock, as determined by our board of directors, after taking into account our cash flows, earnings, financial position, debt covenants and other relevant matters. In accordance with this policy, total dividend payments of $5.4 million were made during the three months ended March 31, 2019 .
In April 2019, our board of directors declared a dividend of $0.25 per share, payable on June 19, 2019 to all shareholders of record as of June 5, 2019.
In October 2018, our board of directors authorized the repurchase of up to $50 million of our outstanding common shares. During the three months ended March 31, 2019 our total share repurchases totaled $2.4 million . Total cash paid during the period for the share repurchases was $2.0 million . The remaining amount of authorized purchases in the program at March 31, 2019 was $47.6 million . The program will expire in October 2020.

Subsequent to March 31, 2019 , we repurchased additional shares for  $4.0 million  through April 29, 2019. The remaining amount of authorized purchases in the program at that date was  $43.6 million .

At April 29, 2019, 0.1 million shares had been repurchased through the current program.
12.
Business Segment Information

We aggregate our operating businesses into three reportable segments. The factors considered in determining our reportable segments are the economic similarity of the businesses, the nature of products sold or services provided, the

11


production processes and the types of customers and distribution methods. Our reportable segments are managed separately based on these differences.

Our Sealing Products segment designs, manufactures and sells sealing products, including: metallic, non-metallic and composite material gaskets, dynamic seals, compression packing, resilient metal seals, elastomeric seals, custom-engineered mechanical seals for applications in the aerospace industry and other markets, hydraulic components, expansion joints, flange sealing and isolation products, pipeline casing spacers/isolators, casing end seals, modular sealing systems for sealing pipeline penetrations, sanitary gaskets, hoses and fittings for the hygienic process industries, hole forming products, manhole infiltration sealing systems, bellows and bellows assemblies, pedestals for semiconductor manufacturing, PTFE products, and heavy-duty commercial vehicle parts used in the wheel-end, braking, suspension, and tire and mileage optimization systems.
Our Engineered Products segment includes operations that design, manufacture and sell self-lubricating, non-rolling metal-polymer, solid polymer and filament wound bearing products, aluminum blocks for hydraulic applications, and precision engineered components and lubrication systems for reciprocating compressors.
Our Power Systems segment designs, manufactures, sells and services heavy-duty, medium-speed diesel, natural gas and dual fuel reciprocating engines, including parts and services.

Segment profit is total segment revenue reduced by operating expenses, restructuring and other costs identifiable with the segment. Corporate expenses include general corporate administrative costs. Expenses not directly attributable to the segments, corporate expenses, net interest expense, asset impairments, gains and losses related to the sale of assets, and income taxes are not included in the computation of segment profit. The accounting policies of the reportable segments are the same as those for EnPro.
Segment operating results and other financial data for the three months ended March 31, 2019 and 2018 were as follows:
 
2019
 
2018
 
(in millions)
Sales
 
 
 
Sealing Products
$
224.5

 
$
231.9

Engineered Products
79.5

 
85.9

Power Systems
57.3

 
52.1

 
361.3

 
369.9

Intersegment sales
(1.0
)
 
(1.1
)
Net sales
$
360.3

 
$
368.8

Segment Profit
 
 
 
Sealing Products
$
20.8

 
$
23.7

Engineered Products
6.2

 
14.4

Power Systems
6.7

 
4.0

Total segment profit
33.7

 
42.1

Corporate expenses
(9.0
)
 
(8.7
)
Interest expense, net
(4.5
)
 
(7.8
)
Other expense, net
(2.3
)
 
(0.8
)
Income before income taxes
$
17.9

 
$
24.8


Segment assets are as follows:
 
March 31,
2019
 
December 31,
2018
 
(in millions)
Sealing Products
$
1,038.0

 
$
1,009.3

Engineered Products
242.1

 
220.5

Power Systems
262.7

 
266.1

Corporate
204.3

 
223.2

 
$
1,747.1

 
$
1,719.1

 

12


Revenue by End Market

Due to the diversified nature of our business and the wide array of products that we offer, we sell into a number of end markets. Underlying economic conditions within these markets are a major driver of our segments' sales performance. Below is a summary of our third party sales by major end market with which we do business for the three months ended March 31, 2019 :

(in millions)
Sealing Products
 
Engineered Products
 
Power Systems
 
Total
Aerospace
$
12.1

 
$
2.7

 
$
—

 
$
14.8

Automotive
1.0

 
23.3

 
—

 
24.3

Chemical and material processing
15.4

 
12.2

 
—

 
27.6

Food and pharmaceutical
9.7

 
0.2

 
—

 
9.9

General industrial
43.5

 
26.3

 
—

 
69.8

Medium-duty/heavy-duty truck
89.2

 
0.2

 
—

 
89.4

Navy and marine
0.2

 
—

 
46.4

 
46.6

Oil and gas
14.3

 
10.5

 
1.3

 
26.1

Power generation
10.6

 
2.4

 
9.4

 
22.4

Semiconductors
25.6

 
—

 
—

 
25.6

Other
2.1

 
1.5

 
0.2

 
3.8

Total third party sales
$
223.7

 
$
79.3

 
$
57.3

 
$
360.3


Below is a summary of our third party sales by major end market with which we do business for the three months ended March 31, 2018 :
(in millions)
Sealing Products
 
Engineered Products
 
Power Systems
 
Total
Aerospace
$
11.7

 
$
2.1

 
$
1.0

 
$
14.8

Automotive
1.2

 
27.0

 
—

 
28.2

Chemical and material processing
13.0

 
12.7

 
—

 
25.7

Food and pharmaceutical
8.3

 
0.3

 
—

 
8.6

General industrial
45.5

 
27.2

 
—

 
72.7

Medium-duty/heavy-duty truck
89.1

 
0.3

 
—

 
89.4

Navy and marine
0.1

 
—

 
29.9

 
30.0

Oil and gas
14.9

 
11.5

 
1.2

 
27.6

Power generation
14.3

 
2.6

 
18.7

 
35.6

Semiconductors
28.2

 
—

 
—

 
28.2

Other
4.6

 
2.1

 
1.3

 
8.0

Total third party sales
$
230.9

 
$
85.8

 
$
52.1

 
$
368.8


13. Derivatives and Hedging
In September 2018, we entered into cross currency swap agreements with a notional amount of $200.0 million  to manage foreign currency risk by effectively converting a portion of the interest payments related to our fixed-rate U.S. Dollar (“USD”)-denominated Senior Notes, including the semi-annual interest payments thereunder, to interest payments on fixed-rate Euro-denominated debt of 172.8 million EUR with a weighted average interest rate of 2.8% , with interest payment dates of March 15 and September 15 of each year. The swap agreement matures on September 15, 2022. During the term of the swap agreement, we will receive semi-annual payments from the counterparties due to the difference between the interest rate on the Senior Notes and the interest rate on the Euro debt underlying the swap. There was no principal exchange at the inception of the arrangement, and there will be no exchange at maturity. At maturity (or earlier at our option), we and the counterparties will

13


settle the swap agreements at their fair value in cash based on the $200.0 million aggregate notional amount and the then-applicable currency exchange rate compared to the exchange rate at the time the swap agreements were entered into.
We have designated the cross currency swaps as qualifying hedging instruments and are accounting for them as a net investment hedge. At March 31, 2019 , the fair value of these derivatives was $8.4 million , and was recorded as an asset within other assets on the Consolidated Balance Sheet. The gains and losses resulting from fair value adjustments to the cross currency swap agreement, excluding interest accruals related to the above receipts, are recorded in accumulated other comprehensive loss within our cumulative foreign currency translation adjustment, as the swap is effective in hedging the designated risk. Cash flows related to the cross currency swaps will be included in operating activities in the Consolidated Statements of Cash Flows, aside from the ultimate settlement at maturity with the counterparties, which will be included in investing activities.
14.
Fair Value Measurements
Assets and liabilities measured at fair value on a recurring basis are summarized as follows:
 
Fair Value Measurements as of
 
March 31, 2019
 
December 31, 2018
 
(in millions)
Assets
 
 
 
Time deposits
$
34.9

 
$
33.4

Foreign currency derivatives
8.4

 
4.5

Deferred compensation assets
9.1

 
8.6

 
$
52.4

 
$
46.5

Liabilities
 
 
 
Deferred compensation liabilities
$
9.3

 
$
8.9

Our time deposits and deferred compensation assets and liabilities are classified within Level 1 of the fair value hierarchy because they are valued using quoted market prices. Our foreign currency derivatives are classified as Level 2 as their value is calculated based upon observable inputs including market USD/Euro exchange rates and market interest rates.
The carrying values of our significant financial instruments reflected in the Consolidated Balance Sheets approximated their respective fair values except for the following instruments:
 
March 31, 2019
 
December 31, 2018
 
Carrying
Value
 
Fair
Value
 
Carrying
Value
 
Fair
Value
 
(in millions)
Long-term debt
$
473.2

 
$
482.6

 
$
464.9

 
$
462.1

The fair values for long-term debt are based on quoted market prices for identical liabilities, but these would be considered Level 2 computations because the market is not active.

15.
Accumulated Other Comprehensive Loss
 
 
 
 
 
 
 
 
 
 
 
 
Changes in accumulated other comprehensive loss by component (after tax) for the three months ended March 31, 2019 are as follows:

14


(in millions)
Unrealized
Translation
Adjustments
 
Pension and
Other
Postretirement
Plans
 
Total
Beginning balance
$
(10.6
)
 
$
(34.9
)
 
$
(45.5
)
Cumulative effect of accounting change
—

 
(11.5
)
 
(11.5
)
Adjusted beginning balance
(10.6
)
 
(46.4
)
 
(57.0
)
Other comprehensive income before reclassifications
5.8

 
—

 
5.8

Amounts reclassified from accumulated other comprehensive loss
—

 
1.0

 
1.0

Net current-period other comprehensive income
5.8

 
1.0

 
6.8

Ending balance
$
(4.8
)
 
$
(45.4
)
 
$
(50.2
)
Changes in accumulated other comprehensive loss by component (after tax) for the three months ended March 31, 2018 are as follows:
(in millions)
Unrealized
Translation
Adjustments
 
Pension and
Other
Postretirement
Plans
 
Total
Beginning balance
$
(6.8
)
 
$
(41.6
)
 
$
(48.4
)
Other comprehensive income before reclassifications
8.8

 
—

 
8.8

Amounts reclassified from accumulated other comprehensive loss
—

 
1.0

 
1.0

Net current-period other comprehensive income
8.8

 
1.0

 
9.8

Ending balance
$
2.0

 
$
(40.6
)
 
$
(38.6
)
Reclassifications out of accumulated other comprehensive loss for the three months ended March 31, 2019 and 2018 are as follows:
Details about Accumulated Other Comprehensive Loss Components
 
Amount Reclassified from Accumulated Other
Comprehensive Loss
 
Affected Statement of
Operations Caption
 
 
Three months ended March 31,
 
 
(in millions)
 
2019
 
2018
 
 
Pension and other postretirement plans adjustments:
 
 
 
 
 
 
Actuarial losses
 
$
1.6

 
$
1.4

 
(1)
Tax benefit
 
(0.6
)
 
(0.4
)
 
Income tax expense
Net of tax
 
$
1.0

 
$
1.0

 
Net income
(1)
These accumulated other comprehensive loss components are included in the computation of net periodic pension cost. As these are components of net periodic pension cost other than service cost, the affected Statement of Operations caption is other (non-operating) expense (See Note 10, “Pensions and Postretirement Benefits” for additional details).
16.
Commitments and Contingencies
General
A detailed description of environmental and other legal matters relating to certain of our subsidiaries is included in this section. In addition to the matters noted herein, we are from time to time subject to, and are presently involved in, other litigation and legal proceedings arising in the ordinary course of business. We believe the outcome of such other litigation and legal proceedings will not have a material adverse effect on our financial condition, results of operations and cash flows. Expenses for administrative and legal proceedings are recorded when incurred.
Environmental
Our facilities and operations are subject to federal, state and local environmental and occupational health and safety requirements of the U.S. and foreign countries. We take a proactive approach in our efforts to comply with environmental, health and safety laws as they relate to our manufacturing operations and in proposing and implementing any remedial plans that may be necessary. We also regularly conduct comprehensive environmental, health and safety audits at our facilities to maintain compliance and improve operational efficiency.

15


Although we believe past operations were in substantial compliance with the then applicable regulations, we or one or more of our subsidiaries are involved with various remediation activities at 19 sites, 15 are sites where the future cost per site for us or our subsidiary is expected to exceed $100,000 . Of these 19 sites, 15 are sites where we or one or more of our subsidiaries formerly conducted business operations but no longer do, and 4 are sites where we conduct manufacturing operations. Investigations have been completed for 16 sites and are in progress at the other 3 sites. Our costs at 14 of the 19 sites relate to remediation projects for soil and/or groundwater contamination at or near former operating facilities that were sold or closed.
Our policy is to accrue environmental investigation and remediation costs when it is probable that a liability has been incurred and the amount can be reasonably estimated. The measurement of the liability is based on an evaluation of currently available facts with respect to each individual situation and takes into consideration factors such as existing technology, presently enacted laws and regulations and prior experience in the remediation of similar contaminated sites. Liabilities are established for all sites based on these factors. As assessments and remediation progress at individual sites, these liabilities are reviewed periodically and adjusted to reflect additional technical data and legal information. As of March 31, 2019 and December 31, 2018 , we had accrued liabilities aggregating $30.1 million and $31.1 million , respectively, for estimated future expenditures relating to environmental contingencies. These amounts have been recorded on an undiscounted basis in the Consolidated Balance Sheets. Given the uncertainties regarding the status of laws, regulations, enforcement policies, the impact of other parties potentially being fully or partially liable, technology and information related to individual sites, we do not believe it is possible to develop an estimate of the range of reasonably possible environmental loss in excess of our recorded liabilities.
Except as described below, we believe that our accruals for specific environmental liabilities are adequate for those liabilities based on currently available information. Actual costs to be incurred in future periods may vary from estimates because of the inherent uncertainties in evaluating environmental exposures due to unknown and changing conditions, changing government regulations and legal standards regarding liability.
Based on our prior ownership of Crucible Steel Corporation a/k/a Crucible, Inc. (“Crucible”), we may have additional contingent liabilities in one or more significant environmental matters. One such matter, which is included in the 19 sites referred to above, is the Lower Passaic River Study Area of the Diamond Alkali Superfund Site in New Jersey. Crucible operated a steel mill abutting the Passaic River in Harrison, New Jersey from the 1930s until 1974, which was one of many industrial operations on the river dating back to the 1800s. Certain contingent environmental liabilities related to this site were retained by a predecessor of our EnPro Holdings, Inc. subsidiary (which, including its corporate predecessors is referred to as "EnPro Holdings") when it sold a majority interest in Crucible Materials Corporation (the successor of Crucible) in 1985. The United States Environmental Protection Agency (the “EPA”) notified our subsidiary in September 2003 that it is a potentially responsible party (“PRP”) for Superfund response actions in the lower 17 -mile stretch of the Passaic River known as the Lower Passaic River Study Area. EnPro Holdings and approximately 70 of the numerous other PRPs, known as the Cooperating Parties Group, are parties to a May 2007 Administrative Order on Consent with the EPA to perform a Remedial Investigation/Feasibility Study (“RI/FS”) of the contaminants in the Lower Passaic River Study Area. In September 2018, EnPro Holdings withdrew from the Cooperating Parties Group but remains a party to the May 2007 Administrative Order on Consent. The RI/FS was completed and submitted to the EPA at the end of April 2015. The RI/FS recommends a targeted dredge and cap remedy with monitored natural recovery and adaptive management for the Lower Passaic River Study Area. The cost of such remedy is estimated to be $726 million . Previously, on April 11, 2014, the EPA released its Focused Feasibility Study (the “FFS”) with its proposed plan for remediating the lower eight miles of the Lower Passaic River Study Area. The FFS calls for bank-to-bank dredging and capping of the riverbed of that portion of the river and estimates a range of the present value of aggregate remediation costs of approximately $953 million to approximately $1.73 billion , although estimates of the costs and the timing of costs are inherently imprecise. On March 3, 2016, the EPA issued the final Record of Decision (ROD) as to the remedy for the lower eight miles of the Lower Passaic River Study Area, with the maximum estimated cost being reduced by the EPA from $1.73 billion to $1.38 billion , primarily due to a reduction in the amount of cubic yards of material that will be dredged. In October 2016, Occidental Chemical Corporation, the successor to the entity that operated the Diamond Alkali chemical manufacturing facility, reached an agreement with the EPA to develop the design for this proposed remedy at an estimated cost of $165 million . The EPA has estimated that it will take approximately four years to develop this design.
No final allocations of responsibility have been made among the numerous PRPs that have received notices from the EPA, there are numerous identified PRPs that have not yet received PRP notices from the EPA, and there are likely many PRPs that have not yet been identified. In September 2017, EPA hired a third-party allocator to develop an allocation of costs among a large number of the parties identified by EPA as having potential responsibility, including the Company. On June 30, 2018, Occidental Chemical Corporation sued over 120 parties, including the Company, in the United States District Court for New Jersey seeking recovery of response costs under the Federal Comprehensive Environmental Response, Compensation and Liability Act ("CERCLA"). In a proposed pre-trial order, Occidental Chemical Corporation has proposed that any alternative dispute resolution process, including mediation, shall begin no later than September 16, 2019.

16


Based on our evaluation of the site, during 2014 we accrued a liability of $3.5 million related to environmental remediation costs associated with the lower eight miles of the Lower Passaic River Study Area, which is our estimate of the low end of a range of reasonably possible costs, with no estimate within the range being a better estimate than the minimum. During 2017 and 2018, we incurred $0.1 million and $0.4 million , respectively, related to this matter. Our future remediation costs could be significantly greater than the $2.9 million remaining accrual at March 31, 2019. With respect to the upper nine miles of the Lower Passaic River Study Area, we are unable to estimate a range of reasonably possible costs.
Another such matter involves the Onondaga Lake Superfund Site (the “Onondaga Site”) located near Syracuse, New York. Crucible operated a steel mill facility adjacent to Onondaga Lake from 1911 to 1983. The New York State Department of Environmental Conservation (“NYSDEC”) has contacted us and EnPro Holdings, as well as other parties, demanding reimbursement of unquantified environmental response costs incurred by NYSDEC and the EPA at the Onondaga Site. NYSDEC and EPA have alleged that contamination from the Crucible facility contributed to the need for environmental response actions at the Onondaga Site. We have also received notice from the Natural Resource Trustees for the Onondaga Lake Superfund Site (which are the U.S. Department of Interior, NYSDEC, and the Onondaga Nation) alleging that EnPro Holdings is considered to be a potentially responsible party for natural resource damages at the Onondaga Site. In addition, Honeywell International Inc. (“Honeywell”), which has undertaken certain remediation activities at the Onondaga Site under the supervision of NYSDEC and the EPA, has informed us that it has claims against EnPro Holdings related to investigation and remediation at the Onondaga Site. We have entered into tolling agreements with NYSDEC, the EPA and Honeywell. On May 4, 2016, we received from Honeywell a summary of its claims, including for a portion of its costs for the remediation of the Onondaga Site in accordance with its settlement with NYSDEC and EPA. Based on limited information available with respect to estimated remediation costs and the respective allocation of responsibility for remediation among potentially responsible parties, we previously were unable to estimate a reasonably possible range of loss associated with Crucible’s activities that may have affected the Onondaga Site. During 2016, we reserved $1.5 million for reimbursement of EPA response costs and certain estimated costs associated with the remedial investigation.
We have engaged and are continuing to engage in discussions with Honeywell with respect to these issues and possible resolution of Honeywell's claim. In light of information made available during the course of those discussions and our continued evaluation of this matter, we determined that we have sufficient information as of the end of the fourth quarter of 2018 to estimate the low end of a reasonably possible range of loss associated with this matter, although we continue to be unable to estimate the upper end of such a range. Accordingly, for the fourth quarter of 2018, we increased our reserve for this matter by $5.0 million , to reflect an aggregate reserve of $6.5 million , which is our estimate of the low end of the reasonably possible range of loss. In light of the uncertainties described above, the costs to resolve this matter may significantly exceed the amount of this reserve.
Except with respect to specific Crucible environmental matters for which we have accrued a portion of the liability set forth above, including the Lower Passaic River Study Area, we are unable to estimate a reasonably possible range of loss related to any other contingent environmental liability based on our prior ownership of Crucible.
See the section entitled “Crucible Steel Corporation a/k/a Crucible, Inc.” in this footnote for additional information.
In addition to the Crucible environmental matters discussed above, EnPro Holdings received a notice from the EPA dated February 19, 2014 asserting that EnPro Holdings is a potentially responsible party under the Comprehensive Environmental Response, Compensation, and Liability Act ("CERCLA") as the successor to a former operator in 1954 and 1955 of two uranium mines in Arizona. On October 15, 2015, EnPro Holdings received another notice from the EPA asserting that it is a potentially responsible party as the successor to the former operator of six additional uranium mines in Arizona. In 2015, we reserved $1.1 million for the minimum amount of probable loss associated with the first two mines identified by the EPA, including the cost of the investigative work to be conducted at such mines. During 2016, we reserved an additional $1.1 million for the minimum amount of probable loss associated with the six additional mines, which includes estimated costs of investigative work to be conducted at the eight mines. We entered into an Administrative Settlement Agreement and Order on Consent for Interim Removal Action with the EPA effective November 7, 2017 for the performance of this work. In the third quarter of 2017, we increased the reserve by $1.9 million to perform investigations required by the Settlement Agreement to determine the nature and extent of contamination at each site with the investigations to be completed by the end of 2019. In the fourth quarter of 2018, we increased the reserve by $1.0 million for the estimated reimbursement of the EPA's costs to oversee these investigations. The balance in the reserve as of March 31, 2019 is $2.7 million . We cannot at this time estimate a reasonably possible range of loss associated with remediation or other incremental costs related to these mines.
In connection with the former operation of a division of EnPro Holdings located in Water Valley, Mississippi, which was divested to BorgWarner, Inc. ("BorgWarner") in 1996, EnPro Holdings has been managing trichloroethylene soil and groundwater contamination at the site. In February 2016, the Mississippi Department of Environmental Quality (MDEQ) issued an order against EnPro Holdings requiring evaluation of potential vapor intrusion into residential properties and commercial

17


facilities located over the groundwater plume as well as requiring additional groundwater investigation and remediation. MDEQ performed the initial vapor intrusion investigations at certain residential and commercial sites, with the findings all being below the applicable screening level. In April 2016, the parties entered into a new order including negotiated time frames for groundwater remediation. Pursuant to that order, MDEQ performed a second round of vapor intrusion sampling beginning in August 2016. Results from sampling outside of three residences were above screening levels. Follow-up sampling directly underneath those residences (either sub-slab or in crawl spaces) were all below applicable screening levels. Two separate sampling events at another residence were also below applicable screening levels. Due to an increasing trend in vapor concentrations, MDEQ requested that we develop and implement initial corrective action measures to address vapor intrusion resulting from groundwater contamination in this residential area. These measures were developed and approved by MDEQ. Due to an inability to obtain access to private properties where the corrective action system was to be located, we developed an alternate remedial approach which has been approved by MDEQ. In addition, vapor intrusion sampling at the manufacturing facility owned by BorgWarner was conducted during the first quarter of 2017. The results showed exceedances of screening levels at various areas in the plant and exceedances of levels requiring responsive actions in a limited area of the plant.
Implementation of the immediate responsive actions has been completed and corrective action consisting of a permanent vapor intrusion remediation system became operational in May 2017 with further improvements made to the system in December 2017 and January 2018. Indoor air sampling is conducted at four locations biweekly and have been below levels requiring responsive action at three sampling locations since June 2017 and at all four locations since February 2018. We are also continuing soil and groundwater investigation work in the area inside the plant where the vapor intrusion remediation system is located and around the outside of the plant and implementing corrective action plans for both the contamination remaining at the plant as well as contamination that has migrated off-site. All of the work to be performed at the residential area, the plant and off-site is set forth in an agreed Order that we and MDEQ entered into on September 11, 2017.
During 2016, we established an additional $1.3 million reserve with respect to this matter. During the year ended December 31, 2017, we reserved an additional $5.7 million for further investigation, additional remediation, long-term monitoring costs, and legal fees to support regulatory compliance for the above noted actions. In the fourth quarter of 2018, we reserved an additional $3.5 million for additional remediation, long-term monitoring costs and legal fees to support regulatory compliance for the above noted activities. The remaining reserve at March 31, 2019 is $4.2 million . As the corrective actions are implemented and their performance monitored, further modifications to the remediation system at the site may be required which may result in additional costs beyond the current reserve.
On April 7, 2017, the State of Mississippi through its Attorney General filed suit against EnPro Holdings and Goodrich Corporation (EnPro's former corporate parent), in Mississippi Circuit Court in Yalobusha County seeking recovery of all costs and expenses to be incurred by the State in remediating the groundwater contamination, punitive damages and attorney’s fees. We plan to aggressively defend this case. The additional reserve established in the year ended December 31, 2017, noted above, does not include any estimate of contingent loss associated with this lawsuit other than due to remediation and other actions with respect to this site based on existing MDEQ orders described above. On January 31, 2019, some of these property owners (representing ownership of 34 residential or commercial properties), Yalobusha County, and the Board of Trustees of the Yalobusha General Hospital filed suit against EnPro and Goodrich in Mississippi Circuit Court and Yalobusha County seeking recovery for alleged damage to their properties, including diminution in value, from groundwater contamination that has come onto their properties. In addition, it is our understanding that other area homeowners, owners of commercial facilities and possibly other private parties and individuals may be separately evaluating possible legal action relating to potential vapor intrusion and groundwater contamination.
We cannot estimate a reasonably possible range of loss from these lawsuits or any potential additional legal actions at this time. Based upon limited information regarding any incremental remediation or other actions that may be required at the site, we cannot estimate a minimum loss estimate or a reasonably possible range of loss related to this matter.
Crucible Steel Corporation a/k/a Crucible, Inc.
Crucible, which was engaged primarily in the manufacture and distribution of high technology specialty metal products, was a wholly owned subsidiary of EnPro Holdings until 1983 when its assets and liabilities were distributed to a new subsidiary, Crucible Materials Corporation. EnPro Holdings sold a majority of the outstanding shares of Crucible Materials Corporation in 1985 and divested its remaining minority interest in 2004. Crucible Materials Corporation filed for Chapter 11 bankruptcy protection in May 2009 and is no longer conducting operations.
We have certain ongoing obligations, which are included in other liabilities in our Consolidated Balance Sheets, including workers’ compensation, retiree medical and other retiree benefit matters, in addition to those mentioned previously related to EnPro Holding's period of ownership of Crucible. Based on EnPro Holding's prior ownership of Crucible, we may have certain additional contingent liabilities, including liabilities in one or more significant environmental matters included in the matters

18


discussed in “Environmental” above. We are investigating these matters. Except with respect to those matters for which we have an accrued liability as discussed in "Environmental" above, we are unable to estimate a reasonably possible range of loss related to these contingent liabilities.
Warranties
We provide warranties on many of our products. The specific terms and conditions of these warranties vary depending on the product and the market in which the product is sold. We record a liability based upon estimates of the costs we may incur under our warranties after a review of historical warranty experience and information about specific warranty claims. Adjustments are made to the liability as claims data and historical experience necessitate.
Changes in the carrying amount of the product warranty liability for the three months ended March 31, 2019 and 2018 are as follows:
 
2019
 
2018
 
(in millions)
Balance at beginning of year
$
11.7

 
$
5.3

Net charges to expense
0.4

 
1.0

Settlements made
(1.3
)
 
(1.1
)
Balance at end of period
$
10.8

 
$
5.2

BorgWarner
A subsidiary of BorgWarner has asserted claims against our subsidiary, GGB France E.U.R.L. (“GGB France”), regarding certain bearings supplied by GGB France to BorgWarner and used by BorgWarner in manufacturing hydraulic control units included in motor vehicle automatic transmission units, mainly that the bearings caused performance problems with and/or damage to the transmission units, leading to associated repairs and replacements. BorgWarner and GGB France participated in a technical review before a panel of experts to determine, among other things, whether there were any defects in such bearings that were a cause of the damages claimed by BorgWarner, including whether GGB France was required to notify BorgWarner of a change in the source of a raw material used in the manufacture of such bearings. This technical review was a required predicate to the commencement of a legal proceeding for damages. The expert panel issued a final report on technical and financial matters on April 6, 2017. In the final report, the expert panel concluded that GGB France had a duty to notify BorgWarner regarding the change of source of raw material used in the bearings, but that the failure of the hydraulic control units was attributable to both the raw material supplier change and the insufficient design of the units by BorgWarner. The expert panel provided detail on a possible allocation of damages alleged to have been incurred by BorgWarner and its customer. Although the language of the report is not clear, the report appears to note a potential allocation of recoverable damages 65% to GGB and 35% to BorgWarner. It also indicates that, though it is for a court to ultimately determine, the aggregate damages to BorgWarner and its customer was in the range of 7.9 million EUR to 10.2 million EUR, with 1.8 million EUR to 2.1 million EUR of this range being for damages to BorgWarner and the remainder being for damages to its customer. The experts noted the lower end of the range as being more likely and noted a lack of sufficient evidence provided substantiating the customer's damages. Applying a 65% liability allocation to GGB to the total aggregate range yields a range of 5.1 million EUR to 6.6 million EUR. In the final report, the expert panel deferred to a court the determination of whether GGB France had breached its contractual obligations to BorgWarner. On October 25, 2017, BorgWarner initiated a legal proceeding against GGB with respect to this matter by filing a writ of claim with the Commercial Court of Brive, France. The parties have begun briefing their legal positions, and we expect court hearings to begin in the first half of 2020.
We continue to believe that GGB France has valid factual and legal defenses to these claims and we are vigorously defending these claims. Among GGB France’s legal defenses are a contractual disclaimer of consequential damages, which, if controlling, would limit liability for consequential damages and provide for the replacement of the bearings at issue, at an aggregate replacement value we estimate to be approximately 0.4 million EUR; that the determination of any duty to notify of the change in the source of the raw material is a legal matter to be determined by the presiding court; and the insufficiency of evidence of damage to BorgWarner's customer provided to the expert panel. Based on the final report from the expert panel and GGB France's legal defenses described above, we estimate GGB France’s reasonably possible range of loss associated with this matter to be approximately 0.4 million EUR to 6.6 million EUR plus a potential undetermined amount of apportioned proceeding expenses, with no amount within the range being a better estimate than the minimum of the range. Accordingly, GGB France has retained the accrual of 0.4 million EUR associated with this matter, which was established in 2016.


19


Asbestos Insurance Matters
The historical business operations of certain of our subsidiaries resulted in a substantial volume of asbestos litigation in which plaintiffs alleged personal injury or death as a result of exposure to asbestos fibers. In 2010, certain of these subsidiaries, including Garlock Sealing Technologies, LLC ("GST"), filed voluntary petitions for reorganization under Chapter 11 of the United States Bankruptcy Code in the U.S. Bankruptcy Court for the Western District of North Carolina (the "Bankruptcy Court"). An additional subsidiary filed a Chapter 11 bankruptcy petition with the Bankruptcy Court in 2017. The filings were part of a claims resolution process for an efficient and permanent resolution of all pending and future asbestos claims through court approval of a plan of reorganization to establish a facility to resolve and pay these asbestos claims.
These claims against GST and other subsidiaries were resolved pursuant to a joint plan of reorganization (the "Joint Plan") filed with the Bankruptcy Court which was consummated on July 29, 2017. Under the Joint Plan, GST and a corporate predecessor of EnPro Holdings retained their rights to seek reimbursement under insurance policies for any amounts they have paid in the past to resolve asbestos claims, including contributions made to the asbestos claims resolution trust established under the Joint Plan (the "Trust"). These policies include a number of primary and excess general liability insurance policies that were purchased by a corporate predecessor of EnPro Holdings and were in effect prior to January 1, 1976 (the “Pre-Garlock Coverage Block”). The policies provide coverage for “occurrences” happening during the policy periods and cover losses associated with product liability claims against the corporate predecessor of EnPro Holdings and certain of its subsidiaries. Asbestos claims against GST are not covered under these policies because GST was not a subsidiary of EnPro Holdings' corporate predecessor prior to 1976. The Joint Plan provides that EnPro Holdings may retain the first $25 million of any settlements and judgments related to insurance policies in the Pre-Garlock Coverage Block and EnPro Holdings and the Trust will share equally in any settlements and judgments EnPro Holdings may collect in excess of $25 million .
As of March 31, 2019 , approximately $11.3 million of available products hazard limits or insurance receivables existed under primary and excess general liability insurance policies other than the Pre-Garlock Coverage Block (the "Garlock Coverage Block") from solvent carriers with investment grade ratings, which we believe is available to cover GST asbestos claims payments and certain expense payments, including contributions to the Trust. We consider such amount of available insurance coverage under the Garlock Coverage Block to be of high quality because the insurance policies are written or guaranteed by U.S.-based carriers whose credit rating by S&P is investment grade (BBB-) or better, and whose AM Best rating is excellent (A-) or better. The remaining $11.3 million is available to pending and estimated future claims. There are specific agreements in place with carriers regarding the remaining available coverage. Based on those agreements and the terms of the policies in place and prior decisions concerning coverage, we believe that all of the $11.3 million of insurance proceeds will ultimately be collected, although there can be no assurance that the insurance companies will make the payments as and when due. Assuming the insurers pay according to the agreements and policies, we anticipate that the following amounts should be collected in the years set out below:

2019 – $8.8 million
2020 – $2.5 million
GST has received $8.8 million of insurance recoveries from insolvent carriers since 2007, and may receive additional payments from insolvent carriers in the future. No anticipated insolvent carrier collections are included in the $11.3 million of anticipated collections. The insurance available to cover current and future asbestos claims is from comprehensive general liability policies that cover EnPro Holdings, and certain of its other subsidiaries in addition to GST for periods prior to 1985 and therefore could be subject to potential competing claims of other covered subsidiaries and their assignees.
17.
Supplemental Guarantor Financial Information
On October 17, 2018, we completed the offering of the Senior Notes. The Senior Notes are fully and unconditionally guaranteed on an unsecured, unsubordinated, joint and several basis by our existing and future wholly owned direct and indirect domestic subsidiaries, that are each guarantors of our Revolving Credit Facility (collectively, the “Guarantor Subsidiaries”). Our subsidiaries organized outside of the United States, (collectively, the “Non-Guarantor Subsidiaries”) do not guarantee the Senior Notes. A Guarantor Subsidiary's guarantee of the Senior Notes is subject to release in certain circumstances, including (i) the sale, disposition, exchange or other transfer (including through merger, consolidation, amalgamation or otherwise) of the capital stock of the subsidiary made in a manner not in violation of the indenture governing the Senior Notes; (ii) the designation of the subsidiary as an “Unrestricted Subsidiary” under the indenture governing the Senior Notes; (iii) the legal defeasance or covenant defeasance of the Senior Notes in accordance with the terms of the indenture; or (iv) the subsidiary ceasing to be our subsidiary as a result of any foreclosure of any pledge or security interest securing our Revolving Credit Facility or other exercise of remedies in respect thereof.

20


The following tables present condensed consolidating financial information for EnPro Industries, Inc. (the "Parent"), the Guarantor Subsidiaries on a combined basis, the Non-Guarantor Subsidiaries on a combined basis and the eliminations necessary to arrive at our consolidated results. The consolidating financial information reflects our investments in subsidiaries using the equity method of accounting. These tables are not intended to present our results of operations, cash flows or financial condition for any purpose other than to comply with the specific requirements for subsidiary guarantor reporting.

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
ENPRO INDUSTRIES, INC.
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS (UNAUDITED)
Three Months Ended March 31, 2019
(in millions)
 
 
 
Guarantor
 
Non-guarantor
 
 
 
 
 
Parent
 
Subsidiaries
 
Subsidiaries
 
Eliminations
 
Consolidated
Net sales
$
—

 
$
256.2

 
$
146.5

 
$
(42.4
)
 
$
360.3

Cost of sales
—

 
187.8

 
101.8

 
(42.4
)
 
247.2

Gross profit
—

 
68.4

 
44.7

 
—

 
113.1

Operating expenses:
 
 
 
 
 
 
 
 
 
Selling, general and administrative
12.9

 
46.9

 
28.0

 
—

 
87.8

Other
0.3

 
0.3

 
0.8

 
—

 
1.4

Total operating expenses
13.2

 
47.2

 
28.8

 
—

 
89.2

Operating income (loss)
(13.2
)
 
21.2

 
15.9

 
—

 
23.9

Interest income (expense), net
(3.3
)
 
(1.5
)
 
0.3

 
—

 
(4.5
)
Other expense
—

 
0.9

 
(2.4
)
 
—

 
(1.5
)
Income (loss) before income taxes
(16.5
)
 
20.6

 
13.8

 
—

 
17.9

Income tax benefit (expense)
1.5

 
(2.3
)
 
(4.0
)
 
—

 
(4.8
)
Income (loss) before equity in earnings of subsidiaries
(15.0
)
 
18.3

 
9.8

 
—

 
13.1

Equity in earnings of subsidiaries, net of tax
28.1

 
9.8

 
—

 
(37.9
)
 
—

Net income
$
13.1

 
$
28.1

 
$
9.8

 
$
(37.9
)
 
$
13.1

Comprehensive income
$
19.9

 
$
28.2

 
$
12.9

 
$
(41.1
)
 
$
19.9




21



ENPRO INDUSTRIES, INC.
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS (UNAUDITED)
Three Months Ended March 31, 2018
(in millions)
 
 
 
Guarantor
 
Non-guarantor
 
 
 
 
 
Parent
 
Subsidiaries
 
Subsidiaries
 
Eliminations
 
Consolidated
Net sales
$
—

 
$
257.3

 
$
150.9

 
$
(39.4
)
 
$
368.8

Cost of sales
—

 
185.5

 
97.6

 
(39.4
)
 
243.7

Gross profit
—

 
71.8

 
53.3

 
—

 
125.1

Operating expenses:
 
 
 
 
 
 
 
 
 
Selling, general and administrative
12.1

 
49.2

 
30.8

 
—

 
92.1

Other
0.1

 
0.6

 
0.3

 
—

 
1.0

Total operating expenses
12.2

 
49.8

 
31.1

 
—

 
93.1

Operating income (loss)
(12.2
)
 
22.0

 
22.2

 
—

 
32.0

Interest expense, net
(6.7
)
 
(1.6
)
 
0.5

 
—

 
(7.8
)
Other expense
—

 
0.6

 
—

 
—

 
0.6

Income (loss) before income taxes
(18.9
)
 
21.0

 
22.7

 
—

 
24.8

Income tax benefit (expense)
6.4

 
(11.9
)
 
(6.7
)
 
—

 
(12.2
)
Income (loss) before equity in earnings of subsidiaries
(12.5
)
 
9.1

 
16.0

 
—

 
12.6

Equity in earnings of subsidiaries, net of tax
25.1

 
16.0

 
—

 
(41.1
)
 
—

Net income
$
12.6

 
$
25.1

 
$
16.0

 
$
(41.1
)
 
$
12.6

Comprehensive income (loss)
$
(2.4
)
 
$
37.2

 
$
27.1

 
$
(39.5
)
 
$
22.4



22



ENPRO INDUSTRIES, INC.
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS (UNAUDITED)
Three Months Ended March 31, 2019
(in millions)




Guarantor

Non-guarantor





Parent

Subsidiaries

Subsidiaries

Eliminations

Consolidated
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES
$
60.6


$
(59.2
)

$
8.5


$
—


$
9.9

INVESTING ACTIVITIES









Purchases of property, plant and equipment
—


(7.3
)

(3.0
)

—


(10.3
)
Payments for capitalized internal-use software
—


(0.3
)

(0.1
)

—


(0.4
)
Proceeds from sale of property, plant, and equipment


 
0.3

 


 
—

 
0.3

Net cash used in investing activities
—


(7.3
)

(3.1
)

—


(10.4
)
FINANCING ACTIVITIES









Net payments on loans between subsidiaries
(49.8
)

55.0


(5.2
)

—


—

Proceeds from debt
—


120.8


—


—


120.8

Repayments of debt
—


(111.6
)

—


—


(111.6
)
Repurchase of common stock
(2.0
)
 


 


 
—

 
(2.0
)
Dividends paid
(5.4
)
 


 


 
—

 
(5.4
)
Other
(3.4
)

—


—


—


(3.4
)
Net cash provided by (used in) financing activities
(60.6
)

64.2


(5.2
)

—


(1.6
)
Effect of exchange rate changes on cash and cash equivalents
—


—


3.4


—


3.4

Net decrease in cash and cash equivalents
—


(2.3
)

3.6


—


1.3

Cash and cash equivalents at beginning of period
—


2.3


127.3


—


129.6

Cash and cash equivalents at end of period
$
—


$
—


$
130.9


$
—


$
130.9


















23



ENPRO INDUSTRIES, INC.
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS (UNAUDITED)
Three Months Ended March 31, 2018
(in millions)




Guarantor

Non-guarantor





Parent

Subsidiaries

Subsidiaries

Eliminations

Consolidated
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES
$
23.2


$
29.6


$
10.6


$
(83.4
)

$
(20.0
)
INVESTING ACTIVITIES









Purchases of property, plant and equipment
—


(13.4
)

(1.5
)

—


(14.9
)
Payments for capitalized internal-use software
—


(0.6
)

(0.1
)

—


(0.7
)
Proceeds from sale of property, plant and equipment
—

 
0.4

 
—

 
—

 
0.4

Net cash used in investing activities
—


(13.6
)

(1.6
)

—


(15.2
)
FINANCING ACTIVITIES









Net payments on loans between subsidiaries
1.7

 
(4.0
)

2.3


—


—

Intercompany dividends
—

 
—


(83.4
)

83.4


—

Proceeds from debt
—


256.1


—


—


256.1

Repayments of debt
—


(268.1
)

—


—


(268.1
)
Repurchase of common stock
(15.4
)
 
—

 
—

 
—

 
(15.4
)
Dividends paid
(5.3
)
 
—

 
—

 
—

 
(5.3
)
Other
(4.2
)

—


—


—


(4.2
)
Net cash used in financing activities
(23.2
)

(16.0
)

(81.1
)

83.4


(36.9
)
Effect of exchange rate changes on cash and cash equivalents
—


—


0.9


—


0.9

Net decrease in cash and cash equivalents
—


—


(71.2
)

—


(71.2
)
Cash and cash equivalents at beginning of period
—


—


189.3


—


189.3

Cash and cash equivalents at end of period
$
—


$
—


$
118.1


$
—


$
118.1
















24



ENPRO INDUSTRIES, INC.
CONDENSED CONSOLIDATING BALANCE SHEETS (UNAUDITED)
As of March 31, 2019
(in millions)




Guarantor

Non-guarantor





Parent

Subsidiaries

Subsidiaries

Eliminations

Consolidated
ASSETS









Current assets









Cash and cash equivalents
$
—


$
—


$
130.9


$
—


$
130.9

Accounts receivable, net
—


204.9


87.2


—


292.1

Intercompany receivables
—


23.8


12.1


(35.9
)

—

Inventories
—


169.7


79.6


—


249.3

Income tax receivable
27.2

 
—

 
5.5

 
—

 
32.7

Prepaid expenses and other current assets
4.0


20.7


9.2


—


33.9

Total current assets
31.2


419.1


324.5


(35.9
)

738.9

Property, plant and equipment, net
—


206.4


87.6


—


294.0

Goodwill
—


261.7


72.9


—


334.6

Other intangible assets, net
—


236.9


54.7


—


291.6

Intercompany receivables
—


0.1


2.5


(2.6
)

—

Investment in subsidiaries
1,236.6


410.5


—


(1,647.1
)

—

Other assets
9.8


44.3


33.9


—


88.0

Total assets
$
1,277.6


$
1,579.0


$
576.1


$
(1,685.6
)

$
1,747.1

LIABILITIES AND EQUITY









Current liabilities









Current maturities of long-term debt
$
—


$
0.4


$
—


$
—


$
0.4

Accounts payable
1.4


81.5


36.4


—


119.3

Intercompany payables
—


12.1


23.8


(35.9
)

—

Accrued expenses
18.4


81.5


58.9


—


158.8

Total current liabilities
19.8


175.5


119.1


(35.9
)

278.5

Long-term debt
345.0


127.8


—


—


472.8

Intercompany payables
1.3


1.2


0.1


(2.6
)

—

Other liabilities
35.4


37.9


46.4


—


119.7

Total liabilities
401.5


342.4


165.6


(38.5
)

871.0

Shareholders’ equity
876.1


1,236.6


410.5


(1,647.1
)

876.1

Total liabilities and equity
$
1,277.6


$
1,579.0


$
576.1


$
(1,685.6
)

$
1,747.1





25



ENPRO INDUSTRIES, INC.
CONDENSED CONSOLIDATING BALANCE SHEETS (UNAUDITED)
As of December 31, 2018
(in millions)




Guarantor

Non-guarantor





Parent

Subsidiaries

Subsidiaries

Eliminations

Consolidated
ASSETS









Current assets









Cash and cash equivalents
$
—


$
2.3


$
127.3


$
—


$
129.6

Accounts receivable, net
—


210.3


76.3


—


286.6

Intercompany receivables
—


19.0


8.9


(27.9
)

—

Inventories
—


155.3


77.8


—


233.1

Income tax receivable
42.9

 
0.2

 
6.4

 
—

 
49.5

Prepaid expenses and other current assets
4.9


20.3


8.0


—


33.2

Total current assets
47.8


407.4


304.7


(27.9
)

732.0

Property, plant and equipment, net
2.2


209.7


89.3


—


301.2

Goodwill
—


261.0


72.7


—


333.7

Other intangible assets, net
—


242.2


55.1


—


297.3

Intercompany receivables
—


53.9


—


(53.9
)

—

Investment in subsidiaries
1,251.4


396.4


—


(1,647.8
)

—

Other assets
13.6


24.9


16.4


—


54.9

Total assets
$
1,315.0


$
1,595.5


$
538.2


$
(1,729.6
)

$
1,719.1

LIABILITIES AND EQUITY









Current liabilities









Current maturities of long-term debt
$
2.1


$
0.3


$
—


$
—


$
2.4

Accounts payable
2.1


99.0


38.1


—


139.2

Intercompany payables
—


8.9


19.0


(27.9
)

—

Accrued expenses
13.9


82.8


48.8


—


145.5

Total current liabilities
18.1


191.0


105.9


(27.9
)

287.1

Long-term debt
345.0


117.5


—


—


462.5

Intercompany payables
51.1


—


2.8


(53.9
)

—

Other liabilities
38.1


35.6


33.1


—


106.8

Total liabilities
452.3


344.1


141.8


(81.8
)

856.4

Shareholders’ equity
862.7


1,251.4


396.4


(1,647.8
)

862.7

Total liabilities and equity
$
1,315.0


$
1,595.5


$
538.2


$
(1,729.6
)

$
1,719.1





26



Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following is management’s discussion and analysis of certain significant factors that have affected our financial condition, cash flows and operating results during the periods included in the accompanying unaudited consolidated financial statements and the related notes. You should read this in conjunction with those financial statements and the audited consolidated financial statements and related notes included in our annual report on Form 10-K for the fiscal year ended December 31, 2018 .
Forward-Looking Information
This quarterly report on Form 10-Q includes statements that reflect projections or expectations of the future financial condition, results of operations and business of EnPro that are subject to risk and uncertainty. We believe those statements to be “forward-looking” statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. When used in this report, the words “may,” “hope,” “will,” “should,” “expect,” “plan,” “anticipate,” “intend,” “believe,” “estimate,” “predict,” “potential,” “continue,” “likely,” and other expressions generally identify forward-looking statements.
We cannot guarantee actual results or events will not differ materially from those projected, estimated, assigned or anticipated in any of the forward-looking statements contained in this report. Important factors that could result in those differences include those specifically noted in the forward-looking statements and those identified in Item 1A, “Risk Factors” of our annual report on Form 10-K for the year ended December 31, 2018 , which include:
•
general economic conditions in the markets served by our businesses, some of which are cyclical and experience periodic downturns;
•
prices and availability of raw materials;
•
the impact of fluctuations in currency exchange rates;
•
unanticipated delays or problems in introducing new products;
•
the incurrence of contractual penalties for the late delivery of long lead-time products;
•
announcements by competitors of new products, services or technological innovations;
•
changes in our pricing policies or the pricing policies of our competitors; and
•
the amount of any payments required to satisfy contingent liabilities, including those related to discontinued operations of our predecessors, including liabilities for certain products, environmental matters, employee benefit obligations and other matters.
We caution our shareholders not to place undue reliance on these statements, which speak only as of the date on which such statements were made.
Whenever you read or hear any subsequent written or oral forward-looking statements attributed to us or any person acting on our behalf, you should keep in mind the cautionary statements contained or referred to in this section. We do not undertake any obligation to release publicly any revisions to these forward-looking statements to reflect events or circumstances after the date of this report or to reflect the occurrence of unanticipated events.
Overview and Outlook
Overview . We design, develop, manufacture, service and market proprietary engineered industrial products. We have 50 primary manufacturing facilities located in 12 countries, including the United States.
We manage our business as three segments: a Sealing Products segment, an Engineered Products segment, and a Power Systems segment.

Our Sealing Products segment designs, manufactures and sells sealing products, including: metallic, non-metallic and composite material gaskets, dynamic seals, compression packing, resilient metal seals, elastomeric seals, hydraulic components, expansion joints, flange sealing and isolation products, pipeline casing spacers/isolators, casing end seals, modular sealing systems for sealing pipeline penetrations, sanitary gaskets, hoses and fittings for the hygienic process industries, hole forming products, manhole infiltration sealing systems, bellows and bellows assemblies, pedestals for semiconductor manufacturing, custom-engineered mechanical seals for applications in the aerospace industry and other markets, PTFE products, and heavy-duty commercial vehicle parts used in the wheel-end, braking, suspension, and tire and mileage optimization systems. These products are used in a variety of industries, including chemical and petrochemical processing,

27


petroleum extraction and refining, pulp and paper processing, power generation, food and pharmaceutical processing, primary metal manufacturing, mining, water and waste treatment, heavy-duty trucking, aerospace, medical, filtration and semiconductor fabrication. In many of these industries, performance and durability are vital for safety and environmental protection. Many of our products are used in highly demanding applications, e.g., where extreme temperatures, extreme pressures, corrosive environments, strict tolerances, and/or worn equipment make product performance difficult.
Our Engineered Products segment includes operations that design, manufacture and sell self-lubricating, non-rolling, metal-polymer, solid polymer and filament wound bearing products, aluminum blocks for hydraulic applications and precision engineered components and lubrication systems for reciprocating compressors. These products are used in a wide range of applications, including the automotive, pharmaceutical, pulp and paper, natural gas, health, power generation, machine tools, air treatment, refining, petrochemical and general industrial markets.
Our Power Systems segment designs, manufactures, sells and services heavy-duty, medium-speed diesel, natural gas and dual fuel reciprocating engines, including parts and services. The United States government and the general markets for marine propulsion, power generation, and pump and compressor applications use these products and services.
In May 2014, our Fairbanks Morse division and a consortium partner entered into a multi-year, Euro-denominated contractual arrangement with Electricite de France (“EDF”) to supply 23 3.5 MWe opposed-piston, diesel engine-generator sets to EDF for emergency backup power at 20 of EDF’s nuclear power plants in France. From the date the contract was signed until the end of the first quarter of 2015, the U.S. Dollar strengthened significantly against the Euro, resulting in total U.S. Dollar equivalent revenues, calculated at the exchange rate in effect at the end of the first quarter of 2015, falling below total projected U.S. Dollar costs for the EDF contract, and for the first quarter of 2015 we recorded a loss provision on the contract as a result of the effect of foreign exchange rates. This evaluation was based upon the 2015 first-quarter-end U.S. Dollar to Euro exchange rate of $1.10 compared to an exchange rate of $1.36 when the contract was signed. We have not entered into any transactions to hedge the impact of future foreign exchange rate changes on this contract. The evaluation of the impact of exchange rates on the contract is updated on a quarterly basis for the duration of the contract, with the amount of any change in a quarter in the impact of exchange rates on the loss provision affecting segment profit of the Power Systems segment for the quarter by the amount of such change.

For the three months ended March 31, 2019 , we recognized a $1.0 million increase to the loss provision. During this period we experienced $0.9 million of unfavorability related to the weakening of the Euro versus the U.S. Dollar during the period, a $0.6 million increase in projected total project costs, partially offset by $0.5 million increase in total contract revenues resulting from a favorable adjustment to future billing amounts as a result of a contractual cost indices adjustment. For the three months ended March 31, 2018 , we recognized a decrease in the cumulative loss provision of $3.2 million, which included $1.7 million of favorability related to the strengthening of the Euro versus the U.S. Dollar and a $1.5 million increase in total contract revenues resulting from a favorable adjustment to future billing amounts as a result of a contractual cost indices adjustment. At March 31, 2019 and December 31, 2018 , the cumulative program loss recognized was $17.8 million and $16.8 million, respectively.

The EDF contract also includes contractual penalties for late delivery and our profitability under the contract could be adversely affected to the extent any penalties apply to any late deliveries. In addition, our profitability could be adversely affected if we do not realize certain internal efficiency gains that we anticipate achieving while performing under the contract.
Outlook

During the first quarter, our Power Systems segment reported strong results, with both sales and earnings up significantly compared to the first quarter of the prior year due to strong demand for military marine engines and aftermarket parts and services. The growth in Power Systems was more than offset by unexpected weakness in Asian and European markets within Engineered Products, anticipated market headwinds in semiconductor, a negative translation impact due to a stronger dollar, and decreased sales in Sealing Products as a result of exiting the gas turbine business in 2018.
    In connection with our growth strategy, we will continue to evaluate making additional acquisitions; however, the effect of such acquisitions cannot be predicted and therefore is not reflected in this outlook.    

28


Results of Operations
 
Three months ended March 31,
 
2019
 
2018
 
(in millions)
Sales
 
 
 
Sealing Products
$
224.5

 
$
231.9

Engineered Products
79.5

 
85.9

Power Systems
57.3

 
52.1

 
361.3

 
369.9

Intersegment sales
(1.0
)
 
(1.1
)
Net sales
$
360.3

 
$
368.8

Segment Profit
 
 
 
Sealing Products
$
20.8

 
$
23.7

Engineered Products
6.2

 
14.4

Power Systems
6.7

 
4.0

Total segment profit
33.7

 
42.1

Corporate expenses
(9.0
)
 
(8.7
)
Interest expense, net
(4.5
)
 
(7.8
)
Other expense, net
(2.3
)
 
(0.8
)
Income before income taxes
$
17.9

 
$
24.8

Segment profit is total segment sales reduced by operating expenses, restructuring and other expenses identifiable with the segment. Corporate expenses include general corporate administrative costs. Expenses not directly attributable to the segments, corporate expenses, net interest expense, gains and losses related to the sale of assets, impairments, and income taxes are not included in the computation of segment profit. The accounting policies of the reportable segments are the same as those for EnPro.
Other expense, net in the table above contains all items included in other (operating) expense and other expense (non-operating) on our Consolidated Statements of Operations for the three months ended March 31, 2019 and 2018 with the exception of $1.3 million and $0.3 million , respectively, of restructuring costs. As noted previously, restructuring costs are considered to be a part of segment profit. Additionally, other expense, net in the table above for the three months ended March 31, 2019 and 2018 also includes $0.7 million and $0.7 million , respectively, of miscellaneous expenses that are either not associated with a particular segment or not considered part of administering the corporate headquarters. These expenses are included in selling, general and administrative expense on our Consolidated Statements of Operations.

Three Months Ended March 31, 2019 Compared to the Three Months Ended March 31, 2018
Sales of $360.3 million in the first three months of 2019 decrease d 2.3% from $368.8 million in the first three months of 2018 . The following table summarizes the impact of foreign currency on sales by segment:
Sales
 
increase/(decrease)
Foreign
Currency
 
Organic
 
Total
EnPro Industries, Inc.
(2.0
)%
 
(0.3
)%
 
(2.3
)%
Sealing Products
(1.4
)%
 
(1.8
)%
 
(3.2
)%
Engineered Products
(4.9
)%
 
(2.6
)%
 
(7.5
)%
Power Systems
(0.1
)%
 
10.1
 %
 
10.0
 %
Following is a discussion of operating results for each segment during the first three months of 2019 :

29


Sealing Products . Sales of $224.5 million in the first three months of 2019 reflect a 3.2% decrease compared to the $231.9 million reported in the same period of 2018 . Excluding the unfavorable foreign exchange translation ($3.2 million), sales were down 1.8% or $4.1 million. This decline was due primarily to softness in the semiconductor markets and the 2018 exit from the industrial gas turbine business, offset by strengthening in the food and pharmaceutical and petrochemical markets.
Segment profit of $20.8 million in the first three months of 2019 decrease d 12.2% from $23.7 million reported in the same period of 2018 . Operating margins for the segment decreased from 10.2% in the first three months of 2018 to 9.3% in the first three months of 2019 . Excluding a year-over-year increase in restructuring costs ($0.7 million), a year-over-year increase in acquisition-related costs ($0.2 million), and unfavorable foreign exchange translation ($0.4 million), segment profit decreased $1.6 million, or 6.7% compared to the prior year. Segment profit was negatively impacted by unfavorable mix impact ($2.1 million) driven mainly by a higher mix of lower margin products, by increased material costs ($2.0 million), by lower sales ($0.9 million), partially offset by savings due to the exit of the industrial gas turbine business and the manufacturing brake drum friction business ($2.2 million), and price increases ($1.3 million).
Engineered Products . Sales in the first three months of 2019 decrease d 7.5% to $79.5 million from $ 85.9 million reported in the same period of 2018 . Excluding the impact of unfavorable foreign exchange translation ($4.2 million), sales were down 2.6% or $2.2 million primarily due to weakness in automotive and general industrial markets in Asia and Europe.
Segment profit in the first three months of 2019 was $6.2 million compared to $ 14.4 million in the same period of 2018 , a decrease of $8.2 million , or 56.9% . Operating margins for the segment were 7.8% , which was down from 16.8% in the first three months of 2018 . Excluding the impact of unfavorable foreign exchange translation ($0.6 million), and increased acquisition expenses ($0.3 million), segment profit decreased $7.2 million, or 49.4%, driven mainly by increased manufacturing costs ($2.4 million), decreased sales ($1.4 million), and increased selling, general, and administrative costs ($1.9 million).
Power Systems . Sales of $ 57.3 million in the first three months of 2019 increase d $ 5.2 million , or 10.0% , from $ 52.1 million in the same period of 2018 . Excluding the impact of unfavorable foreign exchange translation ($0.1 million), segment profit increased by $5.3 million, or 10.1%. The increase was driven by strong military marine engine and aftermarket parts and services sales, partially offset by lower sales to the power generation market.
The segment reported a profit of $ 6.7 million in the first three months of 2019 compared to $ 4.0 million in the first three months of 2018 , an increase of 67.5% . Operating margins for the segment were 11.7% in the first three months of 2019 compared to 7.7% in the first three months of 2018. Excluding the year over year unfavorable impact of FX on the EDF contract ($2.6 million), segment profit increased $5.2 million, or 225.7%. This was mainly driven by a change in product mix, with higher aftermarket parts and services revenue ($4.7 million).
Corporate expenses for the first three months of 2019 increase d $0.3 million as compared to the same period in 2018 . The increase was driven primarily by increased incentive compensation costs ($0.4 million) and corporate restructuring ($0.3 million), partially offset by lower consulting costs ($0.4 million).
Interest expense, net in the first three months of 2019 decrease d by $ 3.3 million as compared to the same period of 2018 , primarily due to a decrease in outstanding debt.
Other expense, net in the first three months of 2019 increase d by $ 1.5 million as compared to the same period of 2018 , due mainly to a $1.2 million increase in pension (non-service) costs.

The effective tax rates for the three months ended March 31, 2019 and 2018 were 26.8% and 49.2% , respectively. The effective tax rates for the three months ended March 31, 2019 and 2018 reflect the favorable impact of the reduction in the U.S. federal statutory income tax rate to 21.0%, partially offset by the new minimum tax on certain non-U.S. earnings, and higher tax rates in foreign jurisdictions. The effective tax rate for the three months ended March 31, 2018 was also impacted by a $5.4 million discrete tax charge to prior benefits recognized for domestic production activities as a result of interpretive guidance issued by the IRS.

Net income was $13.1 million , or $0.63 per share, in the first three months of 2019 compared to net income of $12.6 million , or $0.58 per share, in the same period of 2018 . Earnings per share is expressed on a diluted basis.
Liquidity and Capital Resources

Cash requirements for, but not limited to, working capital, capital expenditures, acquisitions, and debt repayments have been funded from cash balances on hand, revolver borrowings and cash generated from operations. We are proactively

30


pursuing acquisition opportunities. It is possible our cash requirements for one or more acquisition opportunities could exceed our cash balance at the time of closing. Should we need additional capital, we have resources available, which are discussed in this section under the heading “Capital Resources.”
As of March 31, 2019 , we held all of our $130.9 million of cash and cash equivalents outside of the United States. If the funds held outside the United States were needed for our operations in the U.S., we have several methods to repatriate without significant tax effects, including repayment of intercompany loans or distributions of previously taxed income. In addition, as of March 31, 2019 , we had a net current income tax receivable totaling $24.4 million.
Because of the transition tax and GILTI provisions, undistributed earnings of our foreign subsidiaries totaling $279.9 million at March 31, 2019 have been subjected to U.S. income tax. Whether through the application of the 100 percent dividends-received deduction provided in the Tax Act, or the distribution of these previously-taxed earnings, we do not intend to distribute foreign earnings that will be subject to any significant incremental U.S. or foreign tax.

Cash Flows
Operating activities provided $9.9 million of cash in the first three months of 2019 compared to using $20.0 million in the same period last year. The increase was due primarily to the timing of interest payments shifting as a result of refinancing our Senior Notes in 2018, cash received from our cross currency swap agreement's semi-annual payment, and a larger net income tax refund.
Investing activities used $10.4 million and $15.2 million of cash during the first three months of 2019 and 2018 , respectively, with decreased capital expenditures in 2019 ($4.6 million).
Financing activities used $ 1.6 million in cash in the first three months of 2019 , primarily from $2.0 million in cash used to repurchase shares, $5.4 million in dividends paid, funded by a $10.3 million in net proceeds from our revolving credit facility. Financing activities in the first three months of 2018 used cash of $36.9 million , primarily from $15.4 million in cash used to repurchase shares, $12.0 million in net repayments on our revolving credit facility, and $5.3 million in dividends paid.
Capital Resources
Senior Secured Revolving Credit Facility . On June 28, 2018, we entered into a Second Amended and Restated Credit Agreement (the “Amended Credit Agreement”) among EnPro Industries, Inc. and EnPro Holdings, Inc., a wholly owned subsidiary of the Company, as borrowers, the guarantors party thereto, the lenders party thereto and Bank of America, N.A., as Administrative Agent, Swing Line Lender and Letter of Credit Issuer.  The Amended Credit Agreement provides for a five-year, senior secured revolving credit facility of $350.0 million (the “Revolving Credit Facility”). The Amended Credit Agreement also provides that the borrowers may seek incremental term loans and/or additional revolving credit commitments in an amount equal to the greater of $ 225.0 million and 100% of consolidated EBITDA (as defined) for the most recently ended four-quarter period for which we have reported financial results, plus additional amounts based on a consolidated senior secured leverage ratio.

Borrowing availability under the Revolving Credit Facility is not limited by reference to a borrowing base.  Initially, borrowings under the Revolving Credit Facility bear interest at an annual rate of LIBOR plus 1.75% or base rate plus 0.75% , although the interest rates under the Revolving Credit Facility are subject to incremental increases based on a consolidated total net leverage ratio.  In addition, a commitment fee of 0.20% accrues with respect to the unused amount of the Revolving Credit Facility.

The Company and EnPro Holdings, Inc. are the permitted borrowers under the Revolving Credit Facility.  The Company has the ability to add foreign subsidiaries as borrowers under the Revolving Credit Facility for up to $100.0 million (or its foreign currency equivalent) in aggregate borrowings, subject to certain conditions.  Each of the Company’s domestic, consolidated subsidiaries are required to guarantee the obligations of the borrowers under the Revolving Credit Facility, and each of the Company’s existing domestic, consolidated subsidiaries has entered into the Amended Credit Agreement to provide such a guarantee.

Borrowings under the Revolving Credit Facility are secured by a first priority pledge of the following assets:

•
100% of the capital stock of each domestic, consolidated subsidiary of the Company;
•
65% of the capital stock of any first tier foreign subsidiary of the Company and its domestic, consolidated subsidiaries; and

31


•
substantially all of the assets (including, without limitation, machinery and equipment, inventory and other goods, accounts receivable, certain owned real estate and related fixtures, bank accounts, general intangibles, financial assets, investment property, license rights, patents, trademarks, trade names, copyrights, chattel paper, insurance proceeds, contract rights, hedge agreements, documents, instruments, indemnification rights, tax refunds and cash) of the Company and its domestic, consolidated subsidiaries
The Amended Credit Agreement contains certain financial covenants and required financial ratios, including:
•
a maximum consolidated total net leverage ratio of not more than 4.0 to 1.0 (with total debt, for the purposes of such ratio, to be net of up to $100 million of unrestricted cash of EnPro Industries, Inc. and its domestic, consolidated subsidiaries), which ratio may be increased at the borrowers’ option to not more than 4.25 to 1.0 for the four-quarter period following a significant acquisition; and
•
a minimum consolidated interest coverage ratio of at least 2.5 to 1.0.
The Amended Credit Agreement contains affirmative and negative covenants (subject, in each case, to customary exceptions and qualifications), including covenants that limit our ability to, among other things:
•
grant liens on our assets;
•
incur additional indebtedness (including guarantees and other contingent obligations);
•
make certain investments (including loans and advances);
•
merge or make other fundamental changes;
•
sell or otherwise dispose of property or assets;
•
pay dividends and other distributions and prepay certain indebtedness;
•
make changes in the nature of our business;
•
enter into transactions with our affiliates;
•
enter into burdensome contracts; and
•
modify or terminate documents related to certain indebtedness.

We were in compliance with all covenants of the Revolving Credit Facility as of March 31, 2019 .
The borrowing availability at March 31, 2019 under the Revolving Credit Facility was $207.1 million , representing the full $350 million amount of the Revolving Credit Facility less $15.9 million reserved for outstanding letters of credit and $127.0 million of outstanding borrowings.
Senior Notes .
In October 2018, we completed the offering of $350.0 million aggregate principal amount of 5.75% Senior Notes due 2026 (the "Senior Notes").

The Senior Notes were issued to investors at 100% of the principal amount thereof. The Senior Notes are unsecured, unsubordinated obligations of EnPro and mature on October 15, 2026. Interest on the Senior Notes accrues at a rate of 5.75% per annum and is payable semi-annually in cash in arrears on April 15 and October 15 of each year, commencing April 15, 2019. The Senior Notes are required to be guaranteed on a senior unsecured basis by each of EnPro’s existing and future direct and indirect domestic subsidiaries that is a borrower under, or guarantees, our indebtedness under the Revolving Credit Facility or guarantees any other Capital Markets Indebtedness (as defined in the indenture governing the Senior Notes) of EnPro or any of the guarantors.

On or after October 15, 2021, we may, on any one or more occasions, redeem all or a part of the Senior Notes at specified redemption prices plus accrued and unpaid interest. In addition, we may redeem a portion of the aggregate principal amount of the Senior Notes before October 15, 2021 with the net cash proceeds from certain equity offerings at a specified redemption price plus accrued and unpaid interest, if any, to, but not including, the redemption date. We may also redeem some or all of the Senior Notes before October 15, 2021 at a redemption price of 100% of the principal amount, plus accrued and unpaid interest, if any, to, but not including, the redemption date, plus a “make whole” premium.

Each holder of the Senior Notes may require us to repurchase some or all of the Senior Notes held by such holder for cash upon the occurrence of a defined “change of control” event. Our ability to redeem the Senior Notes prior to maturity is subject to certain conditions, including in certain cases the payment of make-whole amounts.

The indenture governing the Senior Notes includes covenants that restrict our ability to engage in certain activities, including incurring additional indebtedness, paying dividends and repurchasing shares of our common stock, subject in each case to specified exceptions and qualifications set forth in the indenture.

32



Share Repurchase Program . In October 2018, our board of directors authorized the repurchase of up to $50 million of our outstanding common shares. During the three months ended March 31, 2019 , our share repurchases totaled $2.4 million . The remaining amount of authorized purchases in the program at March 31, 2019 was $47.6 million . The program will expire in October 2020.

Subsequent to March 31, 2019 , we repurchased additional shares for  $4.0 million  through April 29, 2019. The remaining amount of authorized purchases in the program at that date was  $43.6 million .

At April 29, 2019, 0.1 million shares had been repurchased through the current program.
Critical Accounting Policies and Estimates
Please refer to our annual report on Form 10-K for the fiscal year ended December 31, 2018 , for a discussion of our critical accounting policies and estimates.
Contingencies
General
A detailed description of environmental and other legal matters relating to certain of our subsidiaries is included in this section. In addition to the matters noted herein, we are from time to time subject to, and are presently involved in, other litigation and legal proceedings arising in the ordinary course of business. We believe the outcome of such other litigation and legal proceedings will not have a material adverse effect on our financial condition, results of operations and cash flows. Expenses for administrative and legal proceedings are recorded when incurred.
Environmental
Our facilities and operations are subject to federal, state and local environmental and occupational health and safety requirements of the U.S. and foreign countries. We take a proactive approach in our efforts to comply with environmental, health and safety laws as they relate to our manufacturing operations and in proposing and implementing any remedial plans that may be necessary. We also regularly conduct comprehensive environmental, health and safety audits at our facilities to maintain compliance and improve operational efficiency.
Although we believe past operations were in substantial compliance with the then applicable regulations, we or one or more of our subsidiaries are involved with various remediation activities at 19 sites, 15 are sites where the future cost per site for us or our subsidiary is expected to exceed $100,000 . Of these 19 sites, 15 are sites where we or one or more of our subsidiaries formerly conducted business operations but no longer do, and 4 are sites where we conduct manufacturing operations. Investigations have been completed for 16 sites and are in progress at the other 3 sites. Our costs at 14 of the 19 sites relate to remediation projects for soil and/or groundwater contamination at or near former operating facilities that were sold or closed.
As of March 31, 2019 and December 31, 2018 , we had accrued liabilities aggregating $30.1 million and $31.1 million , respectively, for estimated future expenditures relating to environmental contingencies. Given the uncertainties regarding the status of laws, regulations, enforcement policies, the impact of other parties potentially being fully or partially liable, technology and information related to individual sites, we do not believe it is possible to develop an estimate of the range of reasonably possible environmental loss in excess of our recorded liabilities. In addition, based on our prior ownership of Crucible, we may have additional contingent liabilities in one or more significant environmental matters, which are included in the 19 sites referred to above. Except with respect to specific Crucible environmental matters for which we have accrued a portion of the liability set forth above, we are unable to estimate a reasonably possible range of loss related to these contingent liabilities. See Note 16 to the Consolidated Financial Statements for additional information regarding our environmental contingencies and see the section titled “Crucible Steel Corporation a/k/a Crucible, Inc.” in this Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Except as described below, we believe that our accruals for specific environmental liabilities are adequate for those liabilities based on currently available information. Actual costs to be incurred in future periods may vary from estimates because of the inherent uncertainties in evaluating environmental exposures due to unknown and changing conditions, changing government regulations and legal standards regarding liability.
Based on our prior ownership of Crucible Steel Corporation a/k/a Crucible, Inc. (“Crucible”), we may have additional contingent liabilities in one or more significant environmental matters. One such matter, which is included in the 19 sites referred to above, is the Lower Passaic River Study Area of the Diamond Alkali Superfund Site in New Jersey. Crucible operated a steel mill abutting the Passaic River in Harrison, New Jersey from the 1930s until 1974, which was one of many

33


industrial operations on the river dating back to the 1800s. Certain contingent environmental liabilities related to this site were retained by a predecessor of our EnPro Holdings, Inc. subsidiary (which, including its corporate predecessors is referred to as "EnPro Holdings") when it sold a majority interest in Crucible Materials Corporation (the successor of Crucible) in 1985. The United States Environmental Protection Agency (the “EPA”) notified our subsidiary in September 2003 that it is a potentially responsible party (“PRP”) for Superfund response actions in the lower 17 -mile stretch of the Passaic River known as the Lower Passaic River Study Area. EnPro Holdings and approximately 70 of the numerous other PRPs, known as the Cooperating Parties Group, are parties to a May 2007 Administrative Order on Consent with the EPA to perform a Remedial Investigation/Feasibility Study (“RI/FS”) of the contaminants in the Lower Passaic River Study Area. In September 2018, EnPro Holdings withdrew from the Cooperating Parties Group but remains a party to the May 2007 Administrative Order on Consent. The RI/FS was completed and submitted to the EPA at the end of April 2015. The RI/FS recommends a targeted dredge and cap remedy with monitored natural recovery and adaptive management for the Lower Passaic River Study Area. The cost of such remedy is estimated to be $726 million . Previously, on April 11, 2014, the EPA released its Focused Feasibility Study (the “FFS”) with its proposed plan for remediating the lower eight miles of the Lower Passaic River Study Area. The FFS calls for bank-to-bank dredging and capping of the riverbed of that portion of the river and estimates a range of the present value of aggregate remediation costs of approximately $953 million to approximately $1.73 billion , although estimates of the costs and the timing of costs are inherently imprecise. On March 3, 2016, the EPA issued the final Record of Decision (ROD) as to the remedy for the lower eight miles of the Lower Passaic River Study Area, with the maximum estimated cost being reduced by the EPA from $1.73 billion to $1.38 billion , primarily due to a reduction in the amount of cubic yards of material that will be dredged. In October 2016, Occidental Chemical Corporation, the successor to the entity that operated the Diamond Alkali chemical manufacturing facility, reached an agreement with the EPA to develop the design for this proposed remedy at an estimated cost of $165 million . The EPA has estimated that it will take approximately four years to develop this design.
No final allocations of responsibility have been made among the numerous PRPs that have received notices from the EPA, there are numerous identified PRPs that have not yet received PRP notices from the EPA, and there are likely many PRPs that have not yet been identified. In September 2017, EPA hired a third-party allocator to develop an allocation of costs among a large number of the parties identified by EPA as having potential responsibility, including the Company. On June 30, 2018, Occidental Chemical Corporation sued over 120 parties, including the Company, in the United States District Court for New Jersey seeking recovery of response costs under the Federal Comprehensive Environmental Response, Compensation and Liability Act ("CERCLA"). In a proposed pre-trial order, Occidental Chemical Corporation has proposed that any alternative dispute resolution process, including mediation, shall begin no later than September 16, 2019.
Based on our evaluation of the site, during 2014 we accrued a liability of $3.5 million related to environmental remediation costs associated with the lower eight miles of the Lower Passaic River Study Area, which is our estimate of the low end of a range of reasonably possible costs, with no estimate within the range being a better estimate than the minimum. During 2017 and 2018, we incurred $0.1 million and $0.4 million , respectively, related to this matter. Our future remediation costs could be significantly greater than the $2.9 million remaining accrual at March 31, 2019. With respect to the upper nine miles of the Lower Passaic River Study Area, we are unable to estimate a range of reasonably possible costs.
Another such matter involves the Onondaga Lake Superfund Site (the “Onondaga Site”) located near Syracuse, New York. Crucible operated a steel mill facility adjacent to Onondaga Lake from 1911 to 1983. The New York State Department of Environmental Conservation (“NYSDEC”) has contacted us and EnPro Holdings, as well as other parties, demanding reimbursement of unquantified environmental response costs incurred by NYSDEC and the EPA at the Onondaga Site. NYSDEC and EPA have alleged that contamination from the Crucible facility contributed to the need for environmental response actions at the Onondaga Site. We have also received notice from the Natural Resource Trustees for the Onondaga Lake Superfund Site (which are the U.S. Department of Interior, NYSDEC, and the Onondaga Nation) alleging that EnPro Holdings is considered to be a potentially responsible party for natural resource damages at the Onondaga Site. In addition, Honeywell International Inc. (“Honeywell”), which has undertaken certain remediation activities at the Onondaga Site under the supervision of NYSDEC and the EPA, has informed us that it has claims against EnPro Holdings related to investigation and remediation at the Onondaga Site. We have entered into tolling agreements with NYSDEC, the EPA and Honeywell. On May 4, 2016, we received from Honeywell a summary of its claims, including for a portion of its costs for the remediation of the Onondaga Site in accordance with its settlement with NYSDEC and EPA. Based on limited information available with respect to estimated remediation costs and the respective allocation of responsibility for remediation among potentially responsible parties, we previously were unable to estimate a reasonably possible range of loss associated with Crucible’s activities that may have affected the Onondaga Site. During 2016, we reserved $1.5 million for reimbursement of EPA response costs and certain estimated costs associated with the remedial investigation.
We have engaged and are continuing to engage in discussions with Honeywell with respect to these issues and possible resolution of Honeywell's claim. In light of information made available during the course of those discussions and our continued evaluation of this matter, we determined that we have sufficient information as of the end of the fourth quarter of 2018 to estimate the low end of a reasonably possible range of loss associated with this matter, although we continue to be unable to estimate the upper end of such a range. Accordingly, for the fourth quarter of 2018, we increased our reserve for this

34


matter by $5.0 million , to reflect an aggregate reserve of $6.5 million , which is our estimate of the low end of the reasonably possible range of loss. In light of the uncertainties described above, the costs to resolve this matter may significantly exceed the amount of this reserve.
Except with respect to specific Crucible environmental matters for which we have accrued a portion of the liability set forth above, including the Lower Passaic River Study Area, we are unable to estimate a reasonably possible range of loss related to any other contingent environmental liability based on our prior ownership of Crucible.
In addition to the Crucible environmental matters discussed above, EnPro Holdings received a notice from the EPA dated February 19, 2014 asserting that EnPro Holdings is a potentially responsible party under the Comprehensive Environmental Response, Compensation, and Liability Act ("CERCLA") as the successor to a former operator in 1954 and 1955 of two uranium mines in Arizona. On October 15, 2015, EnPro Holdings received another notice from the EPA asserting that it is a potentially responsible party as the successor to the former operator of six additional uranium mines in Arizona. In 2015, we reserved $1.1 million for the minimum amount of probable loss associated with the first two mines identified by the EPA, including the cost of the investigative work to be conducted at such mines. During 2016, we reserved an additional $1.1 million for the minimum amount of probable loss associated with the six additional mines, which includes estimated costs of investigative work to be conducted at the eight mines. We entered into an Administrative Settlement Agreement and Order on Consent for Interim Removal Action with the EPA effective November 7, 2017 for the performance of this work. In the third quarter of 2017, we increased the reserve by $1.9 million to perform investigations required by the Settlement Agreement to determine the nature and extent of contamination at each site with the investigations to be completed by the end of 2019. In the fourth quarter of 2018, we increased the reserve by $1.0 million for the estimated reimbursement of the EPA's costs to oversee these investigations. The balance in the reserve as of March 31, 2019 is $2.7 million . We cannot at this time estimate a reasonably possible range of loss associated with remediation or other incremental costs related to these mines.
In connection with the former operation of a division of EnPro Holdings located in Water Valley, Mississippi, which was divested to BorgWarner, Inc. ("BorgWarner") in 1996, EnPro Holdings has been managing trichloroethylene soil and groundwater contamination at the site. In February 2016, the Mississippi Department of Environmental Quality (MDEQ) issued an order against EnPro Holdings requiring evaluation of potential vapor intrusion into residential properties and commercial facilities located over the groundwater plume as well as requiring additional groundwater investigation and remediation. MDEQ performed the initial vapor intrusion investigations at certain residential and commercial sites, with the findings all being below the applicable screening level. In April 2016, the parties entered into a new order including negotiated time frames for groundwater remediation. Pursuant to that order, MDEQ performed a second round of vapor intrusion sampling beginning in August 2016. Results from sampling outside of three residences were above screening levels. Follow-up sampling directly underneath those residences (either sub-slab or in crawl spaces) were all below applicable screening levels. Two separate sampling events at another residence were also below applicable screening levels. Due to an increasing trend in vapor concentrations, MDEQ requested that we develop and implement initial corrective action measures to address vapor intrusion resulting from groundwater contamination in this residential area. These measures were developed and approved by MDEQ. Due to an inability to obtain access to private properties where the corrective action system was to be located, we developed an alternate remedial approach which has been approved by MDEQ. In addition, vapor intrusion sampling at the manufacturing facility owned by BorgWarner was conducted during the first quarter of 2017. The results showed exceedances of screening levels at various areas in the plant and exceedances of levels requiring responsive actions in a limited area of the plant.
Implementation of the immediate responsive actions has been completed and corrective action consisting of a permanent vapor intrusion remediation system became operational in May 2017 with further improvements made to the system in December 2017 and January 2018. Indoor air sampling is conducted at four locations biweekly and have been below levels requiring responsive action at three sampling locations since June 2017 and at all four locations since February 2018. We are also continuing soil and groundwater investigation work in the area inside the plant where the vapor intrusion remediation system is located and around the outside of the plant and implementing corrective action plans for both the contamination remaining at the plant as well as contamination that has migrated off-site. All of the work to be performed at the residential area, the plant and off-site is set forth in an agreed Order that we and MDEQ entered into on September 11, 2017.
During 2016, we established an additional $1.3 million reserve with respect to this matter. During the year ended December 31, 2017, we reserved an additional $5.7 million for further investigation, additional remediation, long-term monitoring costs, and legal fees to support regulatory compliance for the above noted actions. In the fourth quarter of 2018, we reserved an additional $3.5 million for additional remediation, long-term monitoring costs and legal fees to support regulatory compliance for the above noted activities. The remaining reserve at March 31, 2019 is $4.2 million . As the corrective actions are implemented and their performance monitored, further modifications to the remediation system at the site may be required which may result in additional costs beyond the current reserve.
On April 7, 2017, the State of Mississippi through its Attorney General filed suit against EnPro Holdings and Goodrich Corporation (EnPro's former corporate parent), in Mississippi Circuit Court in Yalobusha County seeking recovery of all costs and expenses to be incurred by the State in remediating the groundwater contamination, punitive damages and

35


attorney’s fees. We plan to aggressively defend this case. The additional reserve established in the year ended December 31, 2017, noted above, does not include any estimate of contingent loss associated with this lawsuit other than due to remediation and other actions with respect to this site based on existing MDEQ orders described above. On January 31, 2019, some of these property owners (representing ownership of 34 residential or commercial properties), Yalobusha County, and the Board of Trustees of the Yalobusha General Hospital filed suit against EnPro and Goodrich in Mississippi Circuit Court and Yalobusha County seeking recovery for alleged damage to their properties, including diminution in value, from groundwater contamination that has come onto their properties. In addition, it is our understanding that other area homeowners, owners of commercial facilities and possibly other private parties and individuals may be separately evaluating possible legal action relating to potential vapor intrusion and groundwater contamination.
We cannot estimate a reasonably possible range of loss from these lawsuits or any potential additional legal actions at this time. Based upon limited information regarding any incremental remediation or other actions that may be required at the site, we cannot estimate a minimum loss estimate or a reasonably possible range of loss related to this matter.
Crucible Steel Corporation a/k/a Crucible, Inc.
Crucible, which was engaged primarily in the manufacture and distribution of high technology specialty metal products, was a wholly owned subsidiary of Coltec until 1983 when its assets and liabilities were distributed to a new Coltec subsidiary, Crucible Materials Corporation. Coltec sold a majority of the outstanding shares of Crucible Materials Corporation in 1985 and divested its remaining minority interest in 2004. Crucible Materials Corporation filed for Chapter 11 bankruptcy protection in May 2009 and is no longer conducting operations. We have certain ongoing obligations, which are included in other liabilities in our Consolidated Balance Sheets, including workers’ compensation, retiree medical and other retiree benefit matters, related to Coltec’s period of ownership of Crucible. Based on Coltec’s prior ownership of Crucible, we may have certain other contingent liabilities, including liabilities in one or more significant environmental matters included in the matters discussed in “Environmental” above. We are investigating these matters. Except with respect to those matters for which we have an accrued liability as discussed in “Environmental” above, we are unable to estimate a reasonably possible range of loss related to these contingent liabilities. See Note 16 to the Consolidated Financial Statements for information about certain liabilities relating to Coltec’s ownership of Crucible.
Warranties
We provide warranties on many of our products. The specific terms and conditions of these warranties vary depending on the product and the market in which the product is sold. We record a liability based upon estimates of the costs we may incur under our warranties after a review of historical warranty experience and information about specific warranty claims. Adjustments are made to the liability as claims data and historical experience necessitate.
Changes in the carrying amount of the product warranty liability for the three months ended March 31, 2019 and 2018 are as follows:
 
2019
 
2018
 
(in millions)
Balance at beginning of year
$
11.7

 
$
5.3

Net charges to expense
0.4

 
1.0

Settlements made
(1.3
)
 
(1.1
)
Balance at end of period
$
10.8

 
$
5.2

BorgWarner
A subsidiary of BorgWarner has asserted claims against our subsidiary, GGB France E.U.R.L. (“GGB France”), regarding certain bearings supplied by GGB France to BorgWarner and used by BorgWarner in manufacturing hydraulic control units included in motor vehicle automatic transmission units, mainly that the bearings caused performance problems with and/or damage to the transmission units, leading to associated repairs and replacements. BorgWarner and GGB France participated in a technical review before a panel of experts to determine, among other things, whether there were any defects in such bearings that were a cause of the damages claimed by BorgWarner, including whether GGB France was required to notify BorgWarner of a change in the source of a raw material used in the manufacture of such bearings. This technical review was a required predicate to the commencement of a legal proceeding for damages. The expert panel issued a final report on technical and financial matters on April 6, 2017. In the final report, the expert panel concluded that GGB France had a duty to notify BorgWarner regarding the change of source of raw material used in the bearings, but that the failure of the hydraulic control units was attributable to both the raw material supplier change and the insufficient design of the units by BorgWarner. The expert panel provided detail on a possible allocation of damages alleged to have been incurred by BorgWarner and its customer. Although the language of the report is not clear, the report appears to note a potential allocation of recoverable damages 65% to

36


GGB and 35% to BorgWarner. It also indicates that, though it is for a court to ultimately determine, the aggregate damages to BorgWarner and its customer was in the range of 7.9 million EUR to 10.2 million EUR, with 1.8 million EUR to 2.1 million EUR of this range being for damages to BorgWarner and the remainder being for damages to its customer. The experts noted the lower end of the range as being more likely and noted a lack of sufficient evidence provided substantiating the customer's damages. Applying a 65% liability allocation to GGB to the total aggregate range yields a range of 5.1 million EUR to 6.6 million EUR. In the final report, the expert panel deferred to a court the determination of whether GGB France had breached its contractual obligations to BorgWarner. On October 25, 2017, BorgWarner initiated a legal proceeding against GGB with respect to this matter by filing a writ of claim with the Commercial Court of Brive, France. The parties have begun briefing their legal positions, and we expect court hearings to begin in the first half of 2020.
We continue to believe that GGB France has valid factual and legal defenses to these claims and we are vigorously defending these claims. Among GGB France’s legal defenses are a contractual disclaimer of consequential damages, which, if controlling, would limit liability for consequential damages and provide for the replacement of the bearings at issue, at an aggregate replacement value we estimate to be approximately 0.4 million EUR; that the determination of any duty to notify of the change in the source of the raw material is a legal matter to be determined by the presiding court; and the insufficiency of evidence of damage to BorgWarner's customer provided to the expert panel. Based on the final report from the expert panel and GGB France's legal defenses described above, we estimate GGB France’s reasonably possible range of loss associated with this matter to be approximately 0.4 million EUR to 6.6 million EUR plus a potential undetermined amount of apportioned proceeding expenses, with no amount within the range being a better estimate than the minimum of the range. Accordingly, GGB France has retained the accrual of 0.4 million EUR associated with this matter, which was established in 2016.
Asbestos Insurance Matters
The historical business operations of certain of our subsidiaries resulted in a substantial volume of asbestos litigation in which plaintiffs alleged personal injury or death as a result of exposure to asbestos fibers. In 2010, certain of these subsidiaries, including Garlock Sealing Technologies, LLC ("GST"), filed voluntary petitions for reorganization under Chapter 11 of the United States Bankruptcy Code in the U.S. Bankruptcy Court for the Western District of North Carolina (the "Bankruptcy Court"). An additional subsidiary filed a Chapter 11 bankruptcy petition with the Bankruptcy Court in 2017. The filings were part of a claims resolution process for an efficient and permanent resolution of all pending and future asbestos claims through court approval of a plan of reorganization to establish a facility to resolve and pay these asbestos claims.
These claims against GST and other subsidiaries were resolved pursuant to a joint plan of reorganization (the "Joint Plan") filed with the Bankruptcy Court which was consummated on July 29, 2017. Under the Joint Plan, GST and a corporate predecessor of EnPro Holdings retained their rights to seek reimbursement under insurance policies for any amounts they have paid in the past to resolve asbestos claims, including contributions made to the asbestos claims resolution trust established under the Joint Plan (the "Trust"). These policies include a number of primary and excess general liability insurance policies that were purchased by a corporate predecessor of EnPro Holdings and were in effect prior to January 1, 1976 (the “Pre-Garlock Coverage Block”). The policies provide coverage for “occurrences” happening during the policy periods and cover losses associated with product liability claims against the corporate predecessor of EnPro Holdings and certain of its subsidiaries. Asbestos claims against GST are not covered under these policies because GST was not a subsidiary of EnPro Holdings' corporate predecessor prior to 1976. The Joint Plan provides that EnPro Holdings may retain the first $ 25 million of any settlements and judgments related to insurance policies in the Pre-Garlock Coverage Block and EnPro Holdings and the Trust will share equally in any settlements and judgments EnPro Holdings may collect in excess of $ 25 million .
As of March 31, 2019 , approximately $11.3 million of available products hazard limits or insurance receivables existed under primary and excess general liability insurance policies other than the Pre-Garlock Coverage Block (the "Garlock Coverage Block") from solvent carriers with investment grade ratings, which we believe is available to cover GST asbestos claims payments and certain expense payments, including contributions to the Trust. We consider such amount of available insurance coverage under the Garlock Coverage Block to be of high quality because the insurance policies are written or guaranteed by U.S.-based carriers whose credit rating by S&P is investment grade (BBB-) or better, and whose AM Best rating is excellent (A-) or better. The remaining $11.3 million is available to pending and estimated future claims. There are specific agreements in place with carriers regarding the remaining available coverage. Based on those agreements and the terms of the policies in place and prior decisions concerning coverage, we believe that all of the $11.3 million of insurance proceeds will ultimately be collected, although there can be no assurance that the insurance companies will make the payments as and when due. Assuming the insurers pay according to the agreements and policies, we anticipate that the following amounts should be collected in the years set out below:

2019 – $ 8.8 million
2020 – $ 2.5 million

37


GST has received $8.8 million of insurance recoveries from insolvent carriers since 2007, and may receive additional payments from insolvent carriers in the future. No anticipated insolvent carrier collections are included in the $11.3 million of anticipated collections. The insurance available to cover current and future asbestos claims is from comprehensive general liability policies that cover EnPro Holdings, and certain of its other subsidiaries in addition to GST for periods prior to 1985 and therefore could be subject to potential competing claims of other covered subsidiaries and their assignees.

Item 3.
Quantitative and Qualitative Disclosures About Market Risk
We are exposed to certain market risks as part of our ongoing business operations, including risks from changes in foreign currency exchange rates and interest rates that could impact our financial condition, results of operations and cash flows. We manage our exposure to these and other market risks through regular operating and financing activities and through the use of derivative financial instruments. We intend to use derivative financial instruments as risk management tools and not for speculative investment purposes. For information about our interest rate risk, see “Quantitative and Qualitative Disclosures about Market Risk – Interest Rate Risk” in our annual report on Form 10-K for the year ended December 31, 2018 .
Foreign Currency Risk
We are exposed to foreign currency risks that arise from normal business operations. These risks include the translation of local currency balances of our foreign subsidiaries, intercompany loans with foreign subsidiaries and transactions denominated in foreign currencies. Our objective is to control our exposure to these risks and limit the volatility in our reported earnings due to foreign currency fluctuations through our normal operating activities and, where appropriate, through foreign currency forward contracts and option contracts. The notional amount of foreign exchange contracts hedging foreign currency transactions was $4.3 million and $7.7 million at March 31, 2019 and December 31, 2018 , respectively.
On September 7, 2018, we entered into cross currency swap agreements with a notional amount of $200.0 million  to manage foreign currency risk by effectively converting a portion of the interest payments related to our fixed-rate USD-denominated Senior Notes, including the semi-annual interest payments thereunder, to interest payments on fixed-rate Euro-denominated debt of 172.8 million EUR with a weighted average interest rate of 2.8% , with interest payment dates of March 15 and September 15 of each year. During the term of the swap agreement, we will receive semi-annual payments from the counterparties due to the difference between the interest rate on the Senior Notes and the interest rate on the Euro debt underlying the swap. There was no principal exchange at the inception of the arrangement, and there will be no exchange at maturity. At maturity (or earlier at our option), we and the counterparties will settle the swap agreements at their fair value in cash based on the $200.0 million aggregate notional amount and the then-applicable currency exchange rate compared to the exchange rate at the time the swap agreements were entered into.
Commodity Risk
We source a wide variety of materials and components from a network of global suppliers. While such materials are typically available from numerous suppliers, commodity raw materials such as steel, engineered plastics, copper and polymers, are subject to price fluctuations (including increases due to new or increased tariffs), which could have a negative impact on our results. We strive to pass along commodity price increases to customers to avoid profit margin erosion and utilize lean initiatives to further mitigate the impact of commodity raw material price fluctuations as we achieve improved efficiencies. We do not hedge commodity risk with any market risk sensitive instruments.
Item 4.
Controls and Procedures
As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our chief executive officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)). The purpose of our disclosure controls and procedures is to provide reasonable assurance that information required to be disclosed in our reports filed under the Exchange Act, including this report, is recorded, processed, summarized and reported within the time periods specified, and that such information is accumulated and communicated to our management to allow timely decisions regarding disclosure.
Based on the controls evaluation, our chief executive officer and chief financial officer have concluded that our disclosure controls and procedures are effective to reasonably ensure that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified, and that management will be timely alerted to material information required to be included in our periodic reports filed with the Securities and Exchange Commission.

38


In addition, no change in our internal control over financial reporting has occurred during the quarter ended March 31, 2019 , that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

39


PART II
OTHER INFORMATION

  Item 1.
Legal Proceedings.
A description of environmental and other legal matters is included in Note 16 to the Consolidated Financial Statements in this report, which is incorporated herein by reference. Those matters are also discussed in Management’s Discussion and Analysis of Financial Condition and Results of Operations. In addition to the matters noted and discussed in those sections of this report, we are from time to time subject to, and are presently involved in, other litigation and legal proceedings arising in the ordinary course of business. We believe that the outcome of such other litigation and legal proceedings will not have a material adverse effect on our financial condition, results of operations and cash flows.
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds.
The following table sets forth all purchases made by or on behalf of the Company or any “affiliated purchaser,” as defined in Rule 10b-18(a)(3) under the Exchange Act, of shares of our common stock during each month in the first quarter of 2019.
Period
(a) Total Number
of Shares
(or Units)
Purchased
 
(b) Average
Price Paid per
Share (or Unit)
 
(c) Total Number of
Shares (or Units)
Purchased as Part  of
Publicly Announced
Plans or Programs
 
(d) Maximum Number (or
Approximate Dollar Value) of
Shares (or  Units) That May
Yet Be Purchased Under the
Plans or Programs
 
January 1 – January 31, 2019
—

 
—

 
—

 
—

 
February 1 - February 28, 2019
—

 
—

 
—

 
—

 
March 1 – March 31, 2019
36,734

(1) (2)
$65.39
(1) (2)
36,000

(1)
47,645,433

(1)
Total
36,734

(1) (2)
$65.39
(1) (2)
36,000

(1)
47,645,433

(1)
 
(1)
On October 31, 2018, our board of directors authorized the repurchase of up to $50.0 million of our outstanding common shares, and we announced the share repurchase authorization in a press release issued on October 31, 2018. Pursuant to this authorization, we purchased 36,000 shares at an average purchase price of $65.40 per share during March 2019 (with $47,645,433 remaining authority at quarter end).
(2)
In March 2019, a total of 734 shares were transferred to a rabbi trust that we established in connection with our Deferred Compensation Plan for Non-Employee Directors, pursuant to which non-employee directors may elect to defer directors’ fees into common stock units. EnPro Holdings furnished these shares in exchange for management and other services provided by EnPro. Of these shares, 72 were valued at a price of $66.59, the closing trading price of our common stock on March 20, 2019, and 662 of these shares were valued at a price of $64.45 per share, the closing trading price of our common stock on March 31, 2019. Accordingly, the total 734 shares were valued at a weighted average price of $64.66. We do not consider the transfer of shares from EnPro Holdings in this context to be pursuant to a publicly announced plan or program.
Item 6.
Exhibits.
The exhibits to this report on Form 10-Q are listed in the accompanying Exhibit Index.

40


EXHIBIT INDEX
 
2.1
 
 
10.1
 
 
10.2*
31.1*
 
 
31.2*
 
 
32*
 
 
101.INS*
XBRL Instance Document
 
 
101.SCH*
XBRL Taxonomy Extension Schema Document
 
 
101.CAL*
XBRL Taxonomy Extension Calculation Linkbase Document
 
 
101.DEF*
XBRL Taxonomy Extension Definitions Linkbase Document
 
 
101.LAB*
XBRL Taxonomy Extension Label Linkbase Document
 
 
101.PRE*
XBRL Taxonomy Extension Presentation Linkbase Document

*
Filed herewith


41


SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Charlotte, North Carolina on this 2nd day of May, 2019.
 
ENPRO INDUSTRIES, INC.
 
 
By:
/s/ Robert S. McLean
 
Robert S. McLean
 
Executive Vice President, General Counsel
 
and Secretary
 
 
By:
/s/ Steven R. Bower
 
Steven R. Bower
 
Senior Vice President, Chief Accounting Officer and
 
Controller

42

Exhibit 10.2






ENPRO INDUSTRIES, INC. MANAGEMENT STOCK PURCHASE DEFERRAL PLAN
(AS AMENDED AND RESTATED EFFECTIVE MARCH 25, 2019)









EnPro Industries, Inc. Management Stock Purchase Deferral Plan
(AS AMENDED AND RESTATED EFFECTIVE MARCH 25, 2019)
Table of Contents
 
 
Page

ARTICLE I DEFINITIONS
2

1.1
Account
2

1.2
Beneficiary
2

1.3
Board
2

1.4
Change in Control
2

1.5
Code
3

1.6
Committee
4

1.7
Common Stock
4

1.8
Company
4

1.9
Covered Incentive Award
4

1.10
Effective Date
4

1.11
Eligible Employee
4

1.12
Employee
4

1.13
Exchange Act
4

1.14
Fair Market Value
4

1.15
Participant
4

1.16
Participating Employer
4

1.17
Payment Sub-Account
4

1.18
Plan
4

1.19
Plan Year
5

1.20
Potential Change in Control
5

1.21
Restatement Effective Date
5

1.22
Restricted Share Units
5

1.23
Separation from Service
5

1.24
Stock Plan
5

1.25
Stock Unit
5

 
 
 
ARTICLE II PLAN ADMINISTRATION
6

2.1
Committee
6

 
 
 
ARTICLE III ELIGIBILITY AND PARTICIPATION
7

3.1
Eligibility
7

3.2
Deferral Elections
7

3.3
Matching Awards of Restricted Share Units
8

3.4
Account Adjustments
9

3.5
Account Payments
10

3.6
Withdrawals on Account of an Unforeseeable Emergency
12




i


 
 
Page

ARTICLE IV AMENDMENT AND TERMINATION
13

4.1
Amendment or Termination of Plan
13

 
 
 
ARTICLE V MISCELLANEOUS PROVISIONS
14

5.1
Nature of Plan and Rights
14

5.2
Change in Control Set Aside
14

5.3
Spendthrift Provision
14

5.4
Successors
15

5.5
Employment Noncontractual
15

5.6
Applicable Law
15

5.7
Compliance with Code Section 409A
15

5.8
Employees Based Outside the United States
15

5.9
Claims Procedure
16




ii






ENPRO INDUSTRIES, INC. MANAGEMENT STOCK PURCHASE DEFERRAL PLAN

Statement of Purpose

EnPro Industries, Inc. (the “Company”) has established the EnPro Industries, Inc. Management Stock Purchase Deferral Plan to provide Eligible Employees an opportunity to defer a portion of their Covered Incentive Awards to be credited as Stock Units and to receive from the Company a matching award of Restricted Share Units under the Stock Plan. The Plan was originally adopted on October 29, 2012, and was subsequently amended to end future deferrals under the Plan for Covered Incentive Awards earned for periods from and after January 1, 2017. This amendment and restatement of the Plan provides for the payment of Stock Units (after all tax withholdings) in the form of shares of Common Stock issued under the Stock Plan. To the extent Stock Units are to be settled by payment in shares of Common Stock, the Stock Units shall be considered an “Other Award” under the Stock Plan. It is the intent of the Company that amounts deferred under the Plan by a Participant shall not be taxable to the Participant for income tax purposes until the time they are actually received by the Participant. The provisions of the Plan shall be construed and interpreted to give effect to this intent.
NOW, THEREFORE, for the purposes aforesaid, the Company hereby amends and restates the Plan effective as of March 25, 2019 (the “Restatement Effective Date”) as follows:



ARTICLE 1
DEFINITIONS
Unless the context clearly indicates otherwise, when used in the Plan:
1.1
Account means the account maintained in Stock Units on the books of the Company to record a Participant’s interest under the Plan attributable to any amounts deferred by the Participant pursuant to Section 3.2, as adjusted from time to time pursuant to the terms of the Plan. The Account shall be a bookkeeping entry only and shall be utilized solely as a device for the measurement and determination of the amounts to be paid to a Participant, or his or her Beneficiary, pursuant to the Plan. Each Account shall be divided into one or more Payment Sub-Accounts to facilitate the administration of payment elections made under Section 3.5.
1.2
Beneficiary means any person or trust designated by a Participant in accordance with procedures adopted by the Committee to receive the Participant’s Account in the event of the Participant’s death. If the Participant does not designate a Beneficiary, the Participant’s Beneficiary is his or her spouse, or if not then living, his or her estate.
1.3
Board means the Board of Directors of the Company.
1.4
Change in Control means any of the following events:
(a)      The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act), of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of either (1) the then outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”) or (2) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that the following acquisitions shall not constitute a Change in Control: (A) any acquisition directly from the Company (other than by exercise of a conversion privilege), (B) any acquisition by the Company or any of its subsidiaries, (C) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any of its subsidiaries or (D) any acquisition by any company with respect to which, following such acquisition, more than 70% of, respectively, the then outstanding shares of common stock of such company and the combined voting power of the then outstanding voting securities of such company entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such acquisition in substantially the same proportions as their ownership, solely in their capacity as shareholders of the Company, immediately prior to such acquisition, of

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the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be; or
(b)      individuals who, as of the Effective Date, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the Effective Date whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of either an actual or threatened election contest; or
(c)      consummation of a reorganization, merger or consolidation, in each case, with respect to which all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such reorganization, merger or consolidation, do not, following such reorganization, merger or consolidation, beneficially own, directly or indirectly, solely in their capacity as shareholders of the Company, more than 70% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the company resulting from such reorganization, merger or consolidation in substantially the same proportions as their ownership, immediately prior to such reorganization, merger or consolidation of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be; or
(d)      consummation of (1) a complete liquidation or dissolution of the Company or (2) a sale or other disposition of all or substantially all of the assets of the Company, other than to a company, with respect to which following such sale or other disposition, more than 70% of, respectively, the then outstanding shares of common stock of such company and the combined voting power of the then outstanding voting securities of such company entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities, solely in their capacity as shareholders of the Company, who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such sale or other disposition in substantially the same proportion as their ownership, immediately prior to such sale or other disposition, of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be.
1.5
Code means the Internal Revenue Code of 1986, as amended. References to the Code shall include the valid and binding governmental regulations, court decisions and other regulatory and judicial authority issued or rendered thereunder.

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1.6
Committee means the Compensation and Human Resources Committee of the Board.
1.7
Common Stock means the common stock of the Company.
1.8
Company means EnPro Industries, Inc. and includes any successor thereto.
1.9
Covered Incentive Award means, with respect to a Participant, any incentive award payable to such Participant pursuant to any incentive compensation plan of the Company or any Participating Employer approved for purposes of the Plan by the Committee from time to time. Covered Incentive Awards may be payable annually, quarterly, or on such other basis as provided by the applicable incentive plan.
1.10
Effective Date means October 29, 2012, the date the Plan was originally adopted.
1.11
Eligible Employee means an Employee designated as an Eligible Employee in accordance with Section 3.1. Eligible Employees are eligible to defer Covered Incentive Awards in accordance with Section 3.2.
1.12
Employee means an individual employed by a Participating Employer.
1.13
Exchange Act means the Securities Exchange Act of 1934.
1.14
Fair Market Value of a share of Common Stock means the closing price of the Common Stock on the relevant date (as of 4:00 P.M. Eastern Standard Time) as reported on the New York Stock Exchange — Composite Transactions listing (or similar report), or, if no sale was made on such date, then on the next preceding day on which such a sale was made.
1.15
Participant means any Eligible Employee who makes an election to participate in accordance with Section 3.2. Participant shall also include any former Eligible Employee who continues to have an Account maintained under the Plan.
1.16
Participating Employer means (a) the Company and (b) any other entity affiliated with the Company and designated as a participating employer under this Plan from time to time by the Committee, and their respective successors and assigns. As of the effective date of the Plan, the Participating Employers are as set forth on Exhibit A attached to the Plan. Exhibit A may be updated from time to time by the Committee.
1.17
Payment Sub-Account means a portion of a Participant’s Account established by the Committee to facilitate the administration of distributions under the Plan. A separate Payment Sub-Account shall be established for a Participant for each separate Plan Year that deferrals are made under Section 3.2, as adjusted from time to time pursuant to the terms of the Plan.
1.18
Plan means the EnPro Industries, Inc. Management Stock Purchase Deferral Plan, as the same may be amended from time to time.

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1.19
Plan Year means the twelve‑month period commencing January 1 and ending the following December 31.
1.20
Potential Change in Control means any of the following events:
(a)      the Company entering into an agreement, the consummation of which would result in the occurrence of a Change in Control;
(b)      the Company or any individual, entity, or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) publicly announcing an intention to take actions, which if consummated, would constitute a Change in Control; or
(c)      the Board in its sole and exclusive discretion determining, based on facts and circumstances, that there is a possible Change in Control.
1.21
Restatement Effective Date has the meaning set forth in the preamble to the Plan.
1.22
Restricted Share Units means an award of restricted share units under the Stock Plan as described in Section 3.3.
1.23
Separation from Service means a Participant’s “separation from service” with the Participating Employers within the meaning of Section 409A of the Code and any related administrative policies of the Participating Employers.
1.24
Stock Plan means the EnPro Industries, Inc. 2002 Equity Compensation Plan, as the same may be amended from time to time, or any successor plan thereto.
1.25
Stock Unit means a unit having a value as of a given date equal to the Fair Market Value of one (1) share of Common Stock on such date.


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ARTICLE II

PLAN ADMINISTRATION

2.1
Committee
The Plan shall be administered by the Committee. The Committee shall be empowered to interpret the provisions of the Plan and to perform and exercise all of the duties and powers granted to it under the terms of the Plan by action of a majority of its members in office from time to time. The Committee may adopt such rules and regulations for the administration of the Plan as are consistent with the terms hereof and shall keep adequate records of its proceedings and acts. All interpretations and decisions made (both as to law and fact) and other action taken by the Committee with respect to the Plan shall be conclusive and binding upon all parties having or claiming to have an interest under the Plan. Not in limitation of the foregoing, the Committee shall have the discretion to decide any factual or interpretative issues that may arise in connection with its administration of the Plan (including without limitation any determination as to claims for benefits hereunder), and the Committee’s exercise of such discretion shall be conclusive and binding on all affected parties as long as it is not arbitrary or capricious. The Committee may delegate any of its duties and powers hereunder to the extent permitted by applicable law.

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ARTICLE III
ELIGIBILITY AND PARTICIPATION
3.1
Eligibility
The Committee shall designate which Employees shall be Eligible Employees for a given Plan Year. An Employee designated as an Eligible Employee with respect to one Plan Year need not be designated as an Eligible Employee for any subsequent Plan Year. The Plan is intended to limit eligibility to a “select group of management or highly compensated employees” within the meaning of the Employee Retirement Income Security Act of 1974, as amended. Notwithstanding any provision of the Plan to the contrary, no Employee shall become a Participant for any Plan Year beginning on or after January 1, 2017, and no deferral elections shall be permitted under the Plan for any Plan Year beginning on or after January 1, 2017. Each Employee who had become a Participant for any Plan Year beginning before January 1, 2017 shall continue to participate in the Plan to the extent provided herein.
3.2
Deferral Elections
(a)      Time and Form of Elections : Elections to defer an Eligible Employee's Covered Incentive Awards for a Plan Year must be made on such form and pursuant to such procedures as the Committee may establish from time to time and shall be irrevocable for the Plan Year as of December 31 of the preceding year. The first Plan Year for which deferral elections may be made is 2013. The election must be made prior to the start of the applicable Plan Year; provided , however , that an individual who (i) is not otherwise eligible to participate in a nonqualified deferred compensation plan that is required to be aggregated with the Plan pursuant to Treasury Regulation section 1.409A-1(c)(2) and (ii) first becomes an Eligible Employee after the start of a Plan Year may, to the extent permitted by the Committee, make such deferral election within 30 days after first becoming an Eligible Employee solely with regard to the portion of any Covered Incentive Awards for such Plan Year earned for services performed after such deferral election in accordance with the requirements of Section 409A of the Code. An election to defer for a Plan Year shall continue in effect for each subsequent Plan Year unless revoked or modified by the Participant in accordance with procedures established by the Committee; provided , however , that with respect to any Covered Incentive Awards for any subsequent Plan Year, the election to defer becomes irrevocable no later than December 31 of the Plan Year preceding the Plan Year for which the Covered Incentive Award is earned. Notwithstanding any provision herein to the contrary, the Committee, in its discretion, may proportionately reduce the deferral rates for all Participants who have made deferral elections for a Plan Year, provided such reduction is made no later than December 31 of the preceding Plan Year.
(b)      Deferral Elections : An Eligible Employee may elect to defer up to 50% of the Eligible Employee's Covered Incentive Awards for the Plan Year.

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(c)      Accounts : A Participating Employer shall establish and maintain on its books an Account for each Eligible Employee employed by such Participating Employer who elects to defer the receipt of any amount pursuant to this Section 3.2(c). Such Account shall be designated by the name of the Eligible Employee for whom it is established. The amount to be deferred under this Section 3.2(c) for a given Plan Year shall be credited to a separate Payment Sub-Account within the Eligible Employee’s Account, designated by the applicable Plan Year. Such credit to the Payment Sub-Account shall be made as of the date such amount would have otherwise been paid to the Participant but for the Participant’s deferral election. The amount credited to each Payment Sub-Account shall be in the form of Stock Units, with the number of Stock Units (whole and fractional) equal to the applicable dollar amount that is being deferred divided by the Fair Market Value of a share of Common Stock on the applicable deferral date.
3.3
Matching Awards of Restricted Share Units
(a)      Matching Awards : If a Participant makes a deferral election for a Plan Year, the Company shall make a matching award of Restricted Share Units to the Participant under the Stock Plan with the following terms, subject to the prior approval of the Committee:
(i)
The grant date shall be the applicable deferral date on which Stock Units are determined and credited to the Participant’s Payment Sub-Account, or such later date as determined by the Committee;

(ii)
The number of Restricted Share Units awarded shall equal the number of whole Stock Units credited to the Participant’s applicable Payment Sub-Account as of the applicable deferral date, divided by four, and rounded up to the next whole share; provided , however , that the Committee may, in its discretion, determine to proportionately reduce the number of Restricted Share Units being awarded to all Participants receiving such awards as of a given grant date or to make no such awards at all;

(iii)
The Restricted Share Units shall become earned and vested on the third anniversary of the grant date;

(iv)
Any unvested Restricted Share Units shall be canceled and forfeited if the Participant has a Separation from Service prior to the applicable vesting date; provided , however , that the Restricted Share Units shall become immediately vested in the event of the Participant’s Separation from Service as a result of: (i) the Participant’s death or (ii) the Participant’s becoming totally disabled under the Company’s Long-Term Disability Plan, and provided further that in the event of the Participant’s Separation from Service as a result of the

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Participant’s retirement under the Company’s Salaried Pension Plan (or a similar pension plan maintained by a subsidiary that is the Participant’s employer) the Restricted Share Units shall become immediately vested upon such retirement in the following amounts: one-third of the Restricted Share Units will become vested if the Participant’s retirement occurs on or after the first anniversary of the grant date but before the second anniversary of the grant date, and two-thirds of the Restricted Share Units will become vested if the Participant’s retirement occurs on or after the second anniversary of the grant date but before the third anniversary of the grant date;

(v)
Any vested Restricted Share Units for a Participant shall be payable on the same date that the related Payment Sub-Account is payable to the Participant in accordance with the provisions of Section 3.5. Payment of vested Restricted Share Units shall be made by delivery of one share of Common Stock for each vested Restricted Share Unit being paid, plus a cash payment equal to the aggregate amount of cash dividends paid with respect to one share of Common Stock for each vested Restricted Share Unit being paid from the grant date to and including the applicable payment date.

(b)      Award Agreements Control : Each Restricted Share Unit award under this Section 3.3 shall be made in accordance with the terms of the Stock Plan and shall be evidenced by an award agreement, which in all events shall be the governing instrument for such award, and in that regard, in case of any conflict between the terms of this Plan and the award agreement, the award agreement shall control.
3.4
Account Adjustments
For periods prior to July 26, 2016, each Payment Sub-Account shall be credited with additional whole or fractional Stock Units for cash dividends paid on the Common Stock based on the number of Stock Units in the Payment Sub-Account on the applicable dividend record date and calculated based on the Fair Market Value of the Common Stock on the applicable dividend payment date. Notwithstanding any provision of the Plan to the contrary, effective July 26, 2016 and thereafter, each Payment Sub-Account shall be credited with additional cash for the cash dividends paid on the Common Stock based on the number of Stock Units in the Payment Sub-Account on the applicable dividend record date. This additional cash credited to the Payment Sub-Account will accrue interest at the annual rate of 2%, compounded annually. Each Payment Sub-Account shall also be equitably adjusted as determined by the Committee in the event of any stock dividend, stock split or similar change in the capitalization of the Company.





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3.5
Account Payments
(a)      Payment Options : A Participant for a Plan Year shall elect from among the available payment options set forth in this Section 3.5(a) that shall apply to the Payment Sub-Account for such Plan Year. A separate payment election shall be made with respect to each Payment Sub-Account. The payment election shall be made coincident with the deferral elections under Section 3.2 for such Plan Year:
(i)      Lump Sum Payment Following Separation from Service . The Participant’s Payment Sub-Account shall be payable following the Participant’s Separation from Service in a single payment. Payment shall be made as soon as administratively practicable, but in no event more than 75 days, after Separation from Service.
(ii)      Lump Sum Payment in Specified Year . The Participant’s Account shall be payable at the earlier of (A) the calendar year elected by the Participant, to be no earlier than the fifth calendar year following the calendar year in which the Covered Incentive Award being deferred is otherwise payable (e.g., for a Covered Incentive Award earned for services in 2013 and payable in early 2014, the earliest calendar year for payment that could be elected would be 2019), or (B) the Participant’s Separation from Service, in either case in a single payment. Payment shall be made as soon as administratively practicable, but in no event more than 75 days, after the earlier of the first business day of the applicable calendar year or Separation from Service, as applicable.
Any election made under this Section 3.5(a) shall be made on such form, at such time and pursuant to such procedures as determined by the Committee in its sole discretion from time to time, provided that such election must become irrevocable no later than the date the related deferral election becomes irrevocable under Section 3.2. For a Participant who does not yet have an election in effect under this Section 3.5(a) or for a Participant who fails to elect a payment option under this Section 3.5(a), the method of payment shall be a lump sum payment following Separation from Service under Section 3.5(a)(i).
(b)      Amount of Payment : The amount of the single payment of a Participant’s Payment Sub-Account per the applicable payment method elected under Section 3.5(a) shall be determined as of a business day preceding payment under administrative procedures established by the Company equal to the aggregate Fair Market Value of the Stock Units then payable determined as of such business day.
(c)      Subsequent Changes to Payment Elections : A Participant who previously elected payment of a Payment Sub-Account under Section 3.5(a)(ii) (i.e., Lump Sum Payment in a Specified Year) may change the specified year of payment with respect to such Payment Sub-Account only if (i) such election is made at least 12 months before the first day of the applicable calendar year of payment previously elected

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by the Participant (e.g., if the applicable calendar year of payment previously elected by the Participant is 2019, the election under this Section 3.5(c) must be made by no later than December 31, 2017) and (ii) the new calendar year elected is at least 5 years after the applicable calendar year of payment previously elected by the Participant (e.g., if the applicable calendar year of payment previously elected by the Participant is 2019, the new calendar of payment elected under this Section 3.5(c) must be no earlier than 2024). The Payment Sub-Account shall continue to be subject to the requirement under Section 3.5(a)(ii) that it be paid upon an earlier Separation from Service.
(d)      Special Provisions for “Specified Employees” : Notwithstanding any provision herein to the contrary, to the extent applicable, in no event shall any payment hereunder payable on account of a Separation from Service be made to a “specified employee” within the meaning of Section 409A of the Code and the Company’s administrative policies, if any, earlier than six months after the date of the Participant’s Separation from Service, except in connection with the Participant’s death. In the event such delayed payment is required, the amount of the payment shall be based on the aggregate Fair Market Value of the Stock Units then payable determined as of a business day preceding the delayed payment date under administrative procedures established by the Company.
(e)      Death : Notwithstanding any provision herein to the contrary, if a Participant dies before having been paid the entire balance of the Participant’s Account, the remaining unpaid balance of the Account shall be payable to the Participant’s Beneficiary in a single payment as soon as administratively practicable, but in no event more than 75 days, after the date of death. The amount payable to the Beneficiary shall equal the aggregate Fair Market Value of the Stock Units then payable determined as of a business day preceding the payment date under administrative procedures established by the Company.
(f)      : Notwithstanding any provisions herein to the contrary, from and after the Restatement Effective Date, payments of Stock Units shall be made, after all applicable tax withholdings, by issuance of one share of Common Stock for each whole Stock Unit then payable, or, if the Company so elects, by a cash payment in amount equal to the Fair Market Value of one share of Common Stock for each whole Stock Unit then payable, in either case with cash paid for any fractional share (plus any dividend equivalents accrued as cash, with interest, as provided in Section 3.4). The shares of Common Stock so paid shall be issued from the Stock Plan. In addition, in case of a withdrawal under Section 3.6 for an unforeseeable emergency, the Committee may determine that the form of payment shall be in cash rather than shares based on the need giving rise to the emergency.
(g)      Other Payment Provisions : Any deferral or payment hereunder shall be subject to applicable payroll and withholding taxes. In the event any amount becomes payable under the provisions of the Plan to a Participant, Beneficiary or other person

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who is a minor or an incompetent, whether or not declared incompetent by a court, such amount may be paid directly to the minor or incompetent person or to such person’s fiduciary (or attorney-in-fact in the case of an incompetent) as the Committee, in its sole discretion, may decide, and the Committee shall not be liable to any person for any such decision or any payment pursuant thereto.
3.6
Withdrawals on Account of an Unforeseeable Emergency
A Participant who is in active service of a Participating Employer may, in the Committee’s sole discretion, receive a refund of all or any part of the amounts previously credited to the Participant’s Account in the case of an “unforeseeable emergency.” A Participant requesting a payment pursuant to this Section 3.6 shall have the burden of proof of establishing, to the Committee’s satisfaction, the existence of such “unforeseeable emergency,” and the amount of the payment needed to satisfy the same. In that regard, the Participant shall provide the Committee with such financial data and information as the Committee may request. If the Committee determines that a payment should be made to a Participant under this Section 3.6 such payment shall be made within a reasonable time after the Committee’s determination of the existence of such “unforeseeable emergency” and the amount of payment so needed. The Committee may in its discretion establish the order in which amounts shall be withdrawn under this Section 3.6 from a Participant’s Payment Sub-Accounts. As used herein, the term “unforeseeable emergency” means a severe financial hardship to a Participant resulting from a sudden and unexpected illness or accident of the Participant or of a dependent of the Participant (as defined in Code Section 152, without regard to Sections 152(b)(1), (b)(2), and (d)(1)(B)), or loss of the Participant’s property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant. The circumstances that shall constitute an “unforeseeable emergency” shall depend upon the facts of each case, but, in any case, payment may not be made to the extent that such hardship is or may be relieved (i) through reimbursement or compensation by insurance or otherwise, or (ii) by liquidation of the Participant’s assets, to the extent the liquidation of such assets would not itself cause severe financial hardship. Examples of what are not considered to be “unforeseeable emergencies” include, without limitation, the need to send a Participant’s child to college or the purchase of a home. Withdrawals of amounts because of an “unforeseeable emergency” shall not exceed an amount reasonably needed to satisfy the emergency need.

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ARTICLE IV
AMENDMENT AND TERMINATION
4.1
Amendment or Termination of Plan
The Participating Employers reserve the right at any time, by action of the Committee, to amend in whole or in part any or all of the provisions of the Plan or to terminate the Plan; provided , however , that no amendment or termination may reduce the amount actually credited to a Participant’s Account on the date of the amendment or termination, or further defer the due dates for the payment of the amounts, without the consent of the affected Participant. Notwithstanding any provision of the Plan to the contrary but only to the extent permitted by Section 409A of the Code, in connection with any termination of the Plan the Committee shall have the authority to cause the Accounts of all Participants (and Beneficiaries of any deceased Participants) to be paid in a single payment as of a date determined by the Committee or to otherwise accelerate the payment of all Accounts in such manner as the Committee determines in its discretion.

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ARTICLE V
MISCELLANEOUS PROVISIONS
5.1
Nature of Plan and Rights
The Plan is unfunded and intended to constitute an incentive and deferred compensation plan for a select group of officers and key management employees of the Participating Employers. If necessary to preserve the above intended plan status, the Committee, in its sole discretion, reserves the right to limit or reduce the number of actual Participants and otherwise to take any remedial or curative action that the Committee deems necessary or advisable. The Accounts established and maintained under the Plan by a Participating Employer are for accounting purposes only and shall not be deemed or construed to create a trust fund of any kind or to grant a property interest of any kind to any Participant, designated beneficiary or estate. The amounts credited by a Participating Employer to such Accounts are and for all purposes shall continue to be a part of the general assets of such Participating Employer, and to the extent that a Participant or Beneficiary acquires a right to receive payments from such Participating Employer pursuant to the Plan, such right shall be no greater than the right of any unsecured general creditor of such Participating Employer.
5.2
Change in Control Set Aside
To the extent that the Committee determines in its good faith that it will not result in income inclusion under Section 409A(b) of the Code, upon or following the occurrence of a Potential Change in Control, if so directed by the Board in its sole and exclusive discretion, the Company shall set aside in a grantor trust, either existing or to be established, such amount as may be determined by the Board not to exceed the projected benefit obligations under the Plan as of the anticipated date of the possible Change in Control, less any amounts previously set aside in a grantor trust to provide benefits under the Plan.
If a Change in Control does not occur within a reasonable time from the date such funds are set aside, the funds, adjusted for any gains or losses, shall revert to the Company.
5.3
Spendthrift Provision
No Account balance or other right or interest under the Plan of a Participant or Beneficiary may be assigned, transferred or alienated, in whole or in part, by the Participant or Beneficiary, either directly or by operation of law, and no such balance, right or interest shall be liable for or subject to any debt, obligation or liability of the Participant or Beneficiary.

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5.4
Successors
The Plan shall be binding on each Participating Employer and their respective successors and assigns.
5.5
Employment Noncontractual
The establishment of the Plan shall not enlarge or otherwise affect the terms of any Employee’s employment with his or her Participating Employer, and such Participating Employer may terminate the employment of the Employee as freely and with the same effect as if the Plan had not been established.
5.6
Applicable Law
The Plan shall be governed and construed in accordance with the laws of the State of North Carolina, except to the extent such laws are preempted by the laws of the United States of America.
5.7
Compliance with Code Section 409A
The Plan is intended to comply with Section 409A of the Code. Notwithstanding any provision of the Plan to the contrary, the Plan shall be interpreted, operated and administered consistent with its intent. Notwithstanding any provision of this Plan to the contrary, in the event that the Committee determines in good faith that any amounts payable under this Plan may not be either exempt from or compliant with Section 409A of the Code, the Committee shall adopt such amendments to this Plan or adopt other policies or procedures (including amendments, policies and procedures with retroactive effective), or take any other commercially reasonable actions necessary or appropriate (a) to preserve the intended tax treatment of the amounts payable hereunder, to preserve the economic benefits of such amounts, and/or to avoid less favorable accounting or tax consequences for the Participating Employers and/or (b) to exempt the amounts payable hereunder from Section 409A of the Code or to comply with the requirements of Section 409A of the Code and thereby avoid the application of penalty taxes thereunder; provided , however , that this Section 5.7 does not, and shall not be construed so as to, create any obligation on the part of any Participating Employer to adopt any such amendments, policies or procedures or to take any other such actions or to indemnify any Participant for any failure to do so.
5.8
Employees Based Outside the United Stated
Notwithstanding any provision of the Plan to the contrary, in order to foster and promote achievement of the purposes of the Plan or to comply with the provisions of laws in other countries in which the Participating Employers operate or have Employees, the Committee, in its sole discretion, shall have the power and authority to: (i) modify the terms and conditions of participation in the Plan for any Eligible Employees who are employed outside the United States, and (ii) establish sub-plans, modified deferral or payment procedures and other terms and procedures to the extent such actions may be necessary or advisable in such foreign jurisdictions.

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5.9
Claims Procedures
Claims for benefits under the Plan shall be addressed pursuant to the claims procedures applicable under the Company’s tax-qualified 401(k) plan. Any decision pursuant to such claims procedures shall be final and conclusive upon all persons interested therein, except to the extent otherwise provided by applicable law.
[Signature on next page]

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IN WITNESS WHEREOF, this instrument has been executed by the Company on March 25, 2019.


ENPRO INDUSTRIES, INC.
 
 
By:
/s/ Robert S. McLean
Name:
Robert S. McLean
Title:
Executive Vice President, General Counsel and Secretary




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ENPRO INDUSTRIES, INC. MANAGEMENT STOCK PURCHASE DEFERRAL PLAN

Exhibit A
Participating Employers
(As of the Effective Date)
Participating Employers
1. EnPro Industries, Inc. (Effective Date)
2.
3.
4.
5.
6.



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Exhibit 31.1
CERTIFICATION
I, Stephen E. Macadam, certify that:
1. I have reviewed this Form 10-Q for the quarter ended March 31, 2019 of EnPro Industries, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
 
Date:
May 2, 2019
/s/ Stephen E. Macadam
 
 
Stephen E. Macadam
 
 
President and Chief Executive Officer





Exhibit 31.2
CERTIFICATION
I, J. Milton Childress, certify that:
1. I have reviewed this Form 10-Q for the quarter ended March 31, 2019 of EnPro Industries, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
 
Date:
May 2, 2019
/s/ J. Milton Childress
 
 
J. Milton Childress
 
 
Executive Vice President and Chief Financial Officer





Exhibit 32
CERTIFICATION
The undersigned chief executive officer and chief financial officer of the registrant each certifies pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge, this report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and that to his knowledge, the information contained in this report fairly presents, in all material respects, the financial condition and results of operations of the registrant.
A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to EnPro Industries, Inc. and will be retained by EnPro Industries, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.
 
Date:
May 2, 2019
/s/ Stephen E. Macadam
 
 
Stephen E. Macadam
 
 
President and Chief Executive Officer
 
 
 
Date:
May 2, 2019
/s/ J. Milton Childress
 
 
J. Milton Childress
 
 
Executive Vice President and Chief Financial Officer