10-K 1 d270192d10k.htm FORM 10-K Form 10-K
Table of Contents

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 10-K

(Mark One)

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2011

 

¨ TRANSITION 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)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

 

Name of each exchange on which registered

Common stock, $0.01 par value

Preferred stock purchase rights

 

New York Stock Exchange

New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

 

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  ¨    No  x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes  ¨    No  x

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 such 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  x    No  ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.    x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer   x    Accelerated filer   ¨
Non-accelerated filer   ¨  (Do not check if a smaller reporting company)    Smaller reporting company   ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

The aggregate market value of voting and nonvoting common stock of the registrant held by non-affiliates of the registrant as of June 30, 2011 was $977,224,211. As of February 15, 2012, there were 20,579,615 shares of common stock of the registrant outstanding.

 

 

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s definitive proxy statement for the 2012 annual meeting of shareholders are incorporated by reference into Part III.

 

 

 


Table of Contents

TABLE OF CONTENTS

 

          Page  
PART I   

Item 1

  

Business

     1   

Item 1A

  

Risk Factors

     9   

Item 1B

  

Unresolved Staff Comments

     17   

Item 2

  

Properties

     17   

Item 3

  

Legal Proceedings

     17   

Item 4

  

Mine Safety Disclosures

     18   
  

Executive Officers of the Registrant

     18   
PART II   

Item 5

  

Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities

     20   

Item 6

  

Selected Financial Data

     22   

Item 7

  

Management’s Discussion and Analysis of Financial Condition and Results of Operations

     23   

Item 7A

  

Quantitative and Qualitative Disclosures About Market Risk

     44   

Item 8

  

Financial Statements and Supplementary Data

     45   

Item 9

  

Changes In and Disagreements with Accountants on Accounting and Financial Disclosure

     46   

Item 9A

  

Controls and Procedures

     46   

Item 9B

  

Other Information

     47   
PART III   

Item 10

  

Directors, Executive Officers and Corporate Governance

     47   

Item 11

  

Executive Compensation

     47   

Item 12

  

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

     48   

Item 13

  

Certain Relationships and Related Transactions, and Director Independence

     48   

Item 14

  

Principal Accountant Fees and Services

     49   
PART IV   

Item 15

  

Exhibits and Financial Statement Schedules

     49   
  

Signatures

     50   
  

Exhibit Index

     51   
  

Report of Independent Registered Public Accounting Firm

     56   
  

Consolidated Statements of Operations

     58   
  

Consolidated Statements of Cash Flows

     59   
  

Consolidated Balance Sheets

     61   
  

Consolidated Statements of Changes in Shareholders’ Equity

     62   
  

Notes to Consolidated Financial Statements

     63   
  

Schedule II – Valuation and Qualifying Accounts

     104   


Table of Contents

ENPRO INDUSTRIES, INC.

PART I

 

ITEM 1. BUSINESS

As used in this report, the terms “we,” “us,” “our,” “EnPro” and “Company” mean EnPro Industries, Inc. and its subsidiaries (unless the context indicates another meaning). The term “common stock” means the common stock of EnPro Industries, Inc., par value $0.01 per share. The terms “convertible debentures” and “debentures” mean the 3.9375% Convertible Senior Debentures due 2015 issued by the Company in October 2005.

Background

We are a leader in the design, development, manufacturing, and marketing of proprietary engineered industrial products. We serve a wide variety of customers in varied industries around the world. As of December 31, 2011, we had 57 primary manufacturing facilities located in 11 countries, including the United States. We were incorporated under the laws of the State of North Carolina on January 11, 2002, as a wholly owned subsidiary of Goodrich Corporation (“Goodrich”). The incorporation was in anticipation of Goodrich’s announced distribution of its Engineered Industrial Products segment to existing Goodrich shareholders. The distribution took place on May 31, 2002 (the “Distribution”).

Our sales by geographic region in 2011, 2010 and 2009 were as follows:

 

     2011      2010      2009  
     (in millions)  

United States

   $ 561.3       $ 453.7       $ 421.0   

Europe

     321.4         251.0         224.7   

Other

     222.8         160.3         157.3   
  

 

 

    

 

 

    

 

 

 

Total

   $ 1,105.5       $ 865.0       $ 803.0   
  

 

 

    

 

 

    

 

 

 

On June 5, 2010 (the “Petition Date”), three of our subsidiaries 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 as a result of tens of thousands of pending and expected future asbestos personal injury claims. For a discussion of the effects of these proceedings on our financial statements, see Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Garlock Sealing Technologies LLC and Garrison Litigation Management Group, Ltd.” and “ – Contingencies, Subsidiary Bankruptcy” and “ – Contingencies, Asbestos,” and Notes 19 and 20 to our Consolidated Financial Statements, included in this report. Because of the filing, the results of these subsidiaries have been deconsolidated from our results since the Petition Date. The deconsolidated entities had sales for the years ended December 31, 2011 and 2010 as follows:

 

     2011      2010  
     (in millions)  

United States

   $ 122.5       $ 108.1   

Europe

     19.4         17.0   

Other

     94.2         73.2   
  

 

 

    

 

 

 

Total

   $ 236.1       $ 198.3   
  

 

 

    

 

 

 

 

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We maintain an Internet website at www.enproindustries.com. We will make this annual report, in addition to our other annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to these reports, available free of charge on our website as soon as reasonably practicable after we electronically file such material with, or furnish it to, the Securities and Exchange Commission. Our Corporate Governance Guidelines and the charters for each of our Board Committees (Audit and Risk Management, Compensation and Human Resources, Executive, and Nominating and Corporate Governance committees) are also available on our website, and copies of this information are available in print to any shareholder who requests it. Information included on or linked to our website is not incorporated by reference into this annual report.

Acquisitions and Dispositions

In January 2011, we acquired the assets of Rome Tool & Die, Inc., a leading supplier of steel brake shoes to the North American heavy-duty truck market. The business is part of Stemco, which is in the Sealing Products segment. Brake shoes are the third product line added by Stemco since the third quarter of 2009. Rome Tool & Die’s headquarters and manufacturing facility are located in Rome, Georgia.

In February 2011, we acquired the business of Pipeline Seal and Insulator, Inc. and its affiliates (“PSI”), a privately-owned group of companies that manufacture products for the safe flow of fluids through pipeline transmission and distribution systems worldwide. PSI primarily serves the global oil and gas industry and water and wastewater infrastructure markets. The business manufactures flange sealing and flange isolation products; pipeline casing spacers/isolators; casing end seals; the original Link-Seal® modular sealing system for sealing pipeline penetrations into walls, floors, ceilings and bulkheads; hole forming products; manhole infiltration sealing systems; and safety-related signage for pipelines. It operates facilities in the United States, Germany and the United Kingdom, and is included in our Garlock group of companies in the Sealing Products segment.

In February 2011, we acquired the Mid Western group of companies, a privately-owned business primarily serving the oil and gas drilling, production and processing industries of western Canada. Mid Western services and rebuilds reciprocating compressors, designs and installs lubrication systems, and services and repairs a variety of other equipment used in the oil and gas industry. The business has locations in Calgary, Edmonton and Grand Prairie, Alberta, and is part of our Engineered Products segment.

In July 2011, we acquired Tara Technologies Corporation, a privately-held company that offers highly engineered products and solutions to the semiconductor, aerospace, energy and medical markets. The business is part of the Technetics Group, which is in our Sealing Products segment. Tara Technologies Corporation, headquartered in Daytona Beach, Florida, has facilities in San Carlos, California, and Singapore.

In August 2011, we acquired PI Bearing Technologies, a privately-held manufacturer of bearing blocks and other bearing products used in fluid power applications. The business, which is located in Waukegan, Illinois, is managed as part of GGB Bearing Technology, which is in our Engineered Products segment.

The acquisitions completed during 2011 were paid for with $228.2 million in cash, which included $99.2 million for the purchase of PSI. Additionally, there were approximately $2.2 million of acquisition-related costs recorded during 2011. The purchase prices of the businesses acquired were allocated to the assets acquired and liabilities assumed based on their estimated fair values. The excess of the purchase prices over the identifiable assets acquired less the liabilities assumed was reflected as goodwill.

 

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In August 2010, we acquired CC Technology, Progressive Equipment, Inc. and Premier Lubrication Systems, Inc. These businesses design and manufacture lubrication systems used in reciprocating compressors and are included in the Compressor Products International business in the Engineered Products segment.

In September 2010, we acquired Hydrodyne, which designs and manufactures machined metallic seals and other specialized components used primarily by the space, aerospace and nuclear industries. This business is included in the Technetics Group business, which is in the Sealing Products segment.

In December 2009, we signed a definitive agreement to sell our Quincy Compressor business to Atlas Copco. The transaction closed in the first half of 2010. Accordingly, Quincy Compressor is presented as a discontinued operation throughout this Form 10-K and is not described herein. Quincy Compressor was included in the Engineered Products segment. Additional information regarding the sale of Quincy Compressor is included in Note 3 in our Consolidated Financial Statements.

In February 2009, we purchased PTM (UK) Limited, a privately-owned manufacturer and distributor of sealing products with two locations in the United Kingdom. The acquisition of PTM continued the expansion of our presence in the U.K., increasing the scale of the U.K. sealing products business and the ability to address new market segments. PTM is included in the Garlock group of companies, which is in the Sealing Products segment.

In August and September 2009, we purchased USA Parts & Service, LLC, a privately-owned parts supplier for natural gas compressors located in Gillette, Wyoming, and Player & Cornish P.E.T. Limited, a privately-owned manufacturer of aftermarket components for compressors based in the United Kingdom. These businesses are managed as part of the Compressor Products International business in the Engineered Products segment.

In December 2009, we purchased Technetics Corporation, a leading manufacturer of abradable seals, brush seals and acoustic products for turbines used in aerospace and power generation applications. Technetics is located in Deland, Florida. The acquisition of Technetics provided the Technetics Group with a unique line of metal sealing products expected to accelerate expansion in aerospace markets and broaden the line of products offered for land-based turbines. Technetics is part of the Technetics Group and is included in the Sealing Products segment.

Operations

We manage our business as three segments: a Sealing Products segment, which includes our sealing products, heavy-duty truck wheel end components, polytetrafluoroethylene (“PTFE”) products, and rubber products; an Engineered Products segment, which includes our bearings, aluminum blocks for hydraulic applications, and reciprocating compressor components; and, an Engine Products and Services segment, which manufactures, sells and services heavy-duty, medium-speed diesel, natural gas and dual fuel reciprocating engines. For financial information with respect to our business segments, see Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Results of Operations,” and Note 18 to our Consolidated Financial Statements. Item 7 and Note 18 contain information about sales and profits for each segment, and Note 18 contains information about each segment’s assets.

 

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Sealing Products Segment

Overview. 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; heavy-duty truck wheel-end component systems, including brake products; flange sealing and isolation products; pipeline casing spacers/isolators; casing end seals; modular sealing systems for sealing pipeline penetrations; hole forming products; manhole infiltration sealing systems; safety-related signage for pipelines; bellows and bellows assemblies; pedestals for semiconductor manufacturing; PTFE products; conveyor belting; and sheeted rubber products. These products are used in a variety of industries, including chemical and petrochemical processing, petroleum extraction and refining, pulp and paper processing, heavy-duty trucking, power generation, food and pharmaceutical processing, primary metal manufacturing, mining, water and waste treatment, 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.

Garlock Sealing Technologies LLC (“GST LLC”), which together with its subsidiaries previously accounted for approximately 38% of the revenues of the Sealing Products segment during the year ended December 31, 2009, and from January 1, 2010 through June 4, 2010, was one of three of our subsidiaries that filed voluntary petitions for reorganization under Chapter 11 of the United States Bankruptcy Code on the Petition Date. GST LLC is one of the businesses within our broader Garlock group. GST LLC and its subsidiaries operate five primary facilities, including facilities in Palmyra, New York and Houston, Texas. Because GST LLC and its subsidiaries remain wholly-owned indirect subsidiaries of ours, we have continued to include their products, customers, competition, and raw materials in this segment discussion.

Products. Our Sealing Products segment includes the product lines described below, which are designed, manufactured and sold by our Garlock, Stemco, and Technetics Group operations.

Gasket products are used for sealing flange joints in chemical, petrochemical and pulp and paper processing facilities where high pressures, high temperatures and corrosive chemicals create the need for specialized and highly engineered sealing products. We sell these gasket products under the Garlock®, Gylon®, Blue-Gard®, Stress-Saver®, Edge®, Graphonic® and Flexseal® brand names. These products have a long-standing reputation within the industries we serve for performance and reliability.

Dynamic elastomeric seals are used in rotating applications to contain the lubricants that protect the bearings from excessive friction and heat generation. Because these sealing products are utilized in dynamic applications, they are subject to wear. Durability, performance, and reliability are, therefore, critical requirements of our customers. These rotary seals are used in demanding applications in the steel industry, mining and pulp and paper processing under well-known brand names including Klozure® and Model 64®.

Dynamic bearing isolator seals are used in power transmission systems to contain lubricants within bearing housings while also preventing contamination ingress. Bearing isolators provide users long-life sealing due to the non-contact seal design, and therefore are used in many OEM electric motors and gear boxes. GST LLC continues to innovate and build a patent portfolio of bearing isolator products. Well-known brands include GUARDIANTM, ISO-GARDTM, EnDuroTM and SGiTM.

Compression packing is used to provide sealing in pressurized, static and dynamic applications such as pumps and valves. Major markets for compression packing products are the pulp and paper, mining, petrochemical and hydrocarbon processing industries. Branded products for these markets include EVSP™, Synthepak® and Graph-lock®.

 

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Critical service flange gaskets, seals and electrical flange isolation kits are used in high-pressure wellhead equipment, flow lines, water injection lines, sour hydrocarbon process applications and crude oil and natural gas pipeline/transmission line applications. These products are sold under the brand names Pikotek®, VCS/LineSeal®, VCFS™, Flowlok™, PGE™, LineBacker®, LineBacker® 61™ NSF, GasketSeal® and ElectroStop®.

Our rubber products business manufactures rubber bearing pads, conveyor belts and other rubber products for industrial applications under the DuraKing®, FlexKing®, Viblon™, Techflex™ and HeatKing™ brand names.

The Technetics Group manufactures engineered seals, components, assemblies, and sub-systems custom-designed for high performance and extreme applications in the semiconductor, aerospace, power generation, nuclear, oil and gas, medical and other industries. The Technetics Group provides innovative solutions for critical and demanding applications, from nuclear reactor pressure vessels to jet engines. Resilient seals provide extremely tight sealing performance for highly demanding applications. Products include a wide variety of metallic seals, elastomeric seals, polymer shapes, acoustic media, accumulators, bellows, burst discs, electrostatic chuck pedestals, advanced assemblies, PTFE tapes and machined components. Service solutions include coating, texturing, testing, and refurbishment. Branded products for Technetics Group include Helicoflex®, Ultraflex®, Feltmetal®, Plastolon®, Texolon®, Belfab®, and CefilAir®.

Stemco manufactures a variety of high performance wheel-end, steering, suspension and braking components used by the heavy-duty trucking industry to improve the performance and longevity of commercial tractors and trailers. Products for this market include hub oil seals, axle fasteners, hub caps, wheel bearings, mileage counters, king pin kits, suspension kits, brake friction, foundation brake parts and automatic brake adjusters. We sell these sealing products under the Stemco®, Stemco Kaiser®, Grit Guard®, Guardian®, Guardian HP®, Voyager®, Discover®, Endeavor™, Pro-Torq®, Sentinel®, DataTrac®, Qwikkit™, Pluskit™, Econokit™, Stemco Duroline™, Stemco Crewson™, VANFASTIC® and AERIS™ brand names. Stemco also sells products under its sensor-based BAT RF® product line.

Customers. Our Sealing Products segment sells products to industrial agents and distributors, original equipment manufacturers (“OEMs”), engineering and construction firms and end users worldwide. Sealing products are offered to global customers, with approximately 45% of sales delivered to customers outside the United States in 2011. Representative customers include Saudi Aramco, Motion Industries, Applied Industrial Technologies, Electricite de France, AREVA, Bayer, BASF Corporation, Chevron, General Electric Company, Georgia-Pacific Corporation, Eastman Chemical Company, Exxon Mobil Corporation, Minara Resources, Queensland Alumina, AK Steel Corporation, Volvo Corporation, Utility Trailer, Great Dane, Mack Trucks, International Truck, PACCAR, ConMet, Applied Materials, Carlisle Interconnect Technologies, Schlumberger, China Nuclear Power Engineering Company Ltd., and Flextronics. In 2011, no single customer accounted for more than 3% of segment revenues.

Competition. Competition in the sealing markets we serve is based on proven product performance and reliability, as well as price, customer service, application expertise, delivery terms, breadth of product offering, reputation for quality, and the availability of product. Our leading brand names, including Garlock® and Stemco®, have been built upon long-standing reputations for reliability and durability. In addition, the breadth, performance and quality of our product offerings allow us to achieve premium pricing and have made us a preferred supplier among our agents and distributors. We believe that our record of product performance in the major markets in which this segment operates is a significant competitive advantage for us. Major competitors include A.W. Chesterton Company, Klinger Group, Teadit, Lamons, SIEM/Flexitallic, SKF USA Inc., Freudenberg-NOK, Federal-Mogul Corporation, Saint-Gobain, Eaton Corporation, Parker Hannifin Corporation, and Miropro Co. Ltd.

 

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Raw Materials and Components. Our Sealing Products segment uses PTFE resins, aramid fibers, specialty elastomers, elastomeric compounds, graphite and carbon, common and exotic metals, cold-rolled steel, leather, aluminum die castings, nitrile rubber, powdered metal components, and various fibers and resins. We believe all of these raw materials and components are readily available from various suppliers, although we did experience difficulty in obtaining PTFE resins in 2011. Nonetheless, through 2011, we were able to purchase adequate supplies of PTFE from a number of sources worldwide. We plan to continue qualifying new sources of PTFE resins and to work with existing suppliers to obtain adequate supplies of PTFE resins in the future as well.

Engineered Products Segment

Overview. Our Engineered Products segment includes operations that design, manufacture and sell self-lubricating, non-rolling bearing products, aluminum blocks for hydraulic applications, and compressor components.

Products. Our Engineered Products segment includes the product lines described below, which are designed, manufactured and sold by our GGB and Compressor Products International businesses.

GGB produces self-lubricating, non-rolling, metal polymer, solid polymer, and filament wound bearing products and aluminum bushing blocks for hydraulic applications. The metal-backed or epoxy-backed bearing surfaces are made of PTFE or a mixture that includes PTFE to provide maintenance-free performance and reduced friction. These products typically perform as sleeve bearings or thrust washers under conditions of no lubrication, minimal lubrication or pre-lubrication. These products are used in a wide variety of markets such as the automotive, pump and compressor, construction, power generation and general industrial markets. GGB has over 20,000 bearing part numbers of different designs and physical dimensions. GGB is a leading and well recognized brand name and sells products under the DU®, DP®, DX®, DS™, HX™, EP™, SY™ and GAR-MAX™ names.

Compressor Products International designs, manufactures and services components for reciprocating compressors and engines. These components, which include, for example, packing and wiper assemblies and rings, piston and rider rings, compressor valve assemblies, divider block valves, compressor monitoring systems, lubrication systems and related components, are primarily utilized in the refining, petrochemical, natural gas gathering, storage and transmission, and general industrial markets. Brand names for our products include Hi-Flo™, Valvealert™, Mentor™, Triple Circle™, CPI Special Polymer Alloys™, Twin Ring™, Liard™, Pro Flo™, Neomag™, CVP™, XDC™, POPR™ and Protecting Compressor World Wide™. Compressor Products International also designs and manufactures the Gar-Seal® family of PTFE lined butterfly valves.

Customers. Our Engineered Products segment sells its products to a diverse customer base using a combination of direct sales and independent distribution networks. GGB has customers worldwide in all major industrial sectors, and supplies products directly to customers through GGB’s own local distribution system and indirectly to the market through independent agents and distributors with their own local networks. Compressor Products International sells its products and services globally through a network of company salespersons, independent sales representatives, distributors and service centers. In 2011, no single customer accounted for more than 3% of segment revenues.

Competition. GGB has a number of competitors, including Kolbenschmidt Pierburg AG, Saint-Gobain’s Norglide division, and Federal-Mogul Corporation. In the markets in which GGB competes, competition is based primarily on performance of the product for specific applications, product reliability,

 

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delivery and price. Compressor Products International competes against other component manufacturers, such as Cook Compression, Hoerbiger Corporation, Graco and numerous smaller component manufacturers worldwide. Price, availability, product quality, engineering support and reliability are the primary competitive drivers in the markets served by Compressor Products International.

Raw Materials and Components. GGB’s major raw material purchases include steel coil, bronze powder and PTFE. GGB sources components from a number of external suppliers. Compressor Products International’s major raw material purchases include PTFE, PEEK, compound additives, cast iron, bronze, steel, and stainless steel bar stock. We believe all of these raw materials and components are readily available from various suppliers, although we did experience difficulty in obtaining PTFE resins in 2011. Nonetheless, through 2011, we were able to purchase adequate supplies of PTFE from a number of sources worldwide. We plan to continue qualifying new sources of PTFE resins and to work with existing suppliers to obtain adequate supplies of PTFE resins in the future as well.

Engine Products and Services Segment

Overview. Our Engine Products and Services segment designs, manufactures, sells and services heavy-duty, medium-speed diesel, natural gas and dual fuel reciprocating engines. We market our products and services under the Fairbanks Morse Engine™ brand name.

Products. Our Engine Products and Services segment manufactures licensed heavy-duty, medium-speed diesel, natural gas and dual fuel reciprocating engines, in addition to its own designs. The reciprocating engines range in size from 700 to 31,970 horsepower and from five to 20 cylinders. The government and the general industrial market for marine propulsion, power generation, and pump and compressor applications use these products. We have been building engines for over 115 years under the Fairbanks Morse Engine™ brand name and we have a large installed base of engines for which we supply aftermarket parts and service. We have been the U.S. Navy’s supplier of choice for medium-speed diesel engines and have supplied engines to the U.S. Navy for over 70 years.

Customers. Our Engine Products and Services segment sells its products and services to customers worldwide, including major shipyards, municipal utilities, institutional and industrial organizations, sewage treatment plants, nuclear power plants and offshore oil and gas platforms. We market our products through a direct sales force of engineers in North America and through independent agents worldwide. Our representative customers include Northrop Grumman, General Dynamics, Lockheed Martin, the U.S. Navy, the U.S. Coast Guard, Toshiba America Nuclear Energy Corp., and Exelon. In 2011, the largest customer accounted for approximately 27% of segment revenues.

Competition. Major competitors for our Engine Products and Services segment include MTU, Caterpillar Inc., and Wartsila Corporation. Price, delivery time, engineering and service support, and engine efficiency relating to fuel consumption and emissions drive competition.

Raw Materials and Components. Our Engine Products and Services segment purchases multiple ferrous and non-ferrous castings, forgings, plate stock and bar stock for fabrication and machining into engines. In addition, we buy a considerable amount of precision-machined engine components. We believe all of these raw materials and components are readily available from various suppliers, but may be subject to long and variable lead times.

Research and Development

The goal of our research and development effort is to strengthen our product portfolios for traditional markets while simultaneously creating distinctive and breakthrough products. We utilize a process to move product innovations from concept to commercialization, and to identify, analyze, develop and implement new product concepts and opportunities aimed at business growth.

 

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We employ scientists, engineers and technicians throughout our operations to develop, design and test new and improved products. We work closely with our customers to identify issues and develop technical solutions. The majority of our research and development spending typically is directed toward the development of new sealing products for the most demanding environments, the development of truck and trailer fleet information systems, and the development of bearing products and materials with increased load carrying capability and superior friction and wear characteristics.

Backlog

At December 31, 2011, we had a backlog of orders valued at $351.2 million compared with $352.0 million at December 31, 2010. Approximately 24% of the backlog, almost exclusively at Fairbanks Morse Engine, is expected to be filled beyond 2012. Backlog represents orders on hand we believe to be firm. However, there is no certainty the backlog orders will result in actual sales at the times or in the amounts ordered. In addition, for most of our business, backlog is not particularly predictive of future performance because of our short lead times and some seasonality.

Quality Assurance

We believe product quality is among the most important factors in developing and maintaining strong, long-term relationships with our customers. In order to meet the exacting requirements of our customers, we maintain stringent standards of quality control. We routinely employ in-process inspection by using testing equipment as a process aid during all stages of development, design and production to ensure product quality and reliability. These include state-of-the-art CAD/CAM equipment, statistical process control systems, laser tracking devices, failure mode and effect analysis, and coordinate measuring machines. We are able to extract numerical quality control data as a statistical measurement of the quality of the parts being manufactured from our CNC machinery. In addition, we perform quality control tests on parts that we outsource. As a result, we are able to significantly reduce the number of defective parts and therefore improve efficiency, quality and reliability.

As of December 31, 2011, 46 of our manufacturing facilities were ISO 9000, QS 9000 and/or TS 16949 certified. Sixteen of our facilities are ISO 14001 certified. OEMs are increasingly requiring these standards in lieu of individual certification procedures, and as a condition of awarding business.

Patents, Trademarks and Other Intellectual Property

We maintain a number of patents and trademarks issued by the U.S. and other countries relating to the name and design of our products and have granted licenses to some of these trademarks and patents. We routinely evaluate the need to protect new and existing products through the patent and trademark systems in the U.S. and other countries. We also have unpatented proprietary information, consisting of know-how and trade secrets relating to the design, manufacture and operation of our products and their use. We do not consider our business as a whole to be materially dependent on any particular patent, patent right, trademark, trade secret or license granted or group of related patents, patent rights, trademarks, trade secrets or licenses granted.

In general, we are the owner of the rights to the products that we manufacture and sell. However, we also license patented and other proprietary technology and processes from various companies and individuals in order to broaden our product offerings. We are dependent on the ability of these third parties to diligently protect their intellectual property rights. In several cases, the intellectual property licenses are integral to the manufacture of our products. For example, Fairbanks Morse Engine licenses

 

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technology from MAN Diesel and its subsidiaries for the four-stroke reciprocating engine it produces, which licenses generally expire and are terminated on the date five years after a party gives notice of termination. A loss of these licenses or a failure on the part of the third party to protect its own intellectual property could reduce our revenues. Although these licenses are long-term and subject to renewal, it is possible we may not successfully renegotiate these licenses or they could be terminated for a material breach. If this were to occur, our business, financial condition, results of operations and cash flows could be adversely affected.

Employees and Labor Relations

We currently have approximately 4,500 employees worldwide in our continuing operations. Approximately 2,300 employees are located within the U.S., and approximately 2,200 employees are located outside the U.S., primarily in Europe, Canada and Mexico. Approximately 16% of our U.S. employees are members of trade unions covered by two collective bargaining agreements with contract termination dates in August 2014 to December 2014. Union agreements relate, among other things, to wages, hours, and conditions of employment. The wages and benefits furnished are generally comparable to industry and area practices. Our deconsolidated subsidiaries, primarily GST LLC, have about 1,000 additional employees worldwide.

 

ITEM 1A. RISK FACTORS

In addition to the risks stated elsewhere in this annual report, set forth below are certain risk factors that we believe are material. If any of these risks occur, our business, financial condition, results of operations, cash flows and reputation could be harmed. You should also consider these risk factors when you read “forward-looking statements” elsewhere in this report. You can identify forward-looking statements by terms such as “may,” “hope,” “will,” “could,” “should,” “expect,” “plan,” “anticipate,” “intend,” “believe,” “estimate,” “predict,” “potential” or “continue,” the negative of those terms or other comparable terms. Those forward-looking statements are only predictions and can be adversely affected if any of these risks occur.

Risks Related to Our Business

Certain of our subsidiaries filed petitions to resolve asbestos litigation.

The historical business operations of certain subsidiaries of our subsidiary, Coltec Industries Inc (“Coltec”), principally GST LLC and The Anchor Packing Company (“Anchor”), have resulted in a substantial volume of asbestos litigation in which plaintiffs have alleged personal injury or death as a result of exposure to asbestos fibers. Those subsidiaries manufactured and/or sold industrial sealing products, predominately gaskets and packing products, which contained encapsulated asbestos fibers. Anchor is an inactive and insolvent indirect subsidiary of Coltec. There is no remaining insurance coverage available to Anchor and it has no assets. Our subsidiaries’ exposure to asbestos litigation and their relationships with insurance carriers has been actively managed through another Coltec subsidiary, Garrison Litigation Management Group, Ltd. (“Garrison”). On the Petition Date, GST LLC, Anchor and Garrison 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 in Charlotte to address these claims. These subsidiaries have been deconsolidated from our financial statements since the Petition Date. The amount that will be necessary to fully and finally resolve the asbestos liabilities of these companies is uncertain. Several risks and uncertainties result from these filings that could have a material adverse effect on our business, financial condition, results of operations and cash flows. Those risks and uncertainties include the following:

 

   

the value of the deconsolidated subsidiaries reflected in our financial statements;

 

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the uncertainty of the number and per claim value of pending and potential future asbestos claims;

 

   

the financial viability of our subsidiaries’ insurance carriers and their reinsurance carriers, and our subsidiaries’ ability to collect on claims from them;

 

   

the potential for asbestos exposure to extend beyond the filed entities arising from corporate veil piercing efforts or other claims by asbestos plaintiffs; and

 

   

the costs of the bankruptcy proceeding and the length of time necessary to resolve the case, either through settlement or various court proceedings.

For a further discussion of the filings and our asbestos exposure, see Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Overview and Outlook,” “ – Contingencies – Asbestos” and “ – Contingencies – Subsidiary Bankruptcy,” and Notes 19 and 20 to our Consolidated Financial Statements, included in this report.

Our business and some of the markets we serve are cyclical and distressed market conditions could have a material adverse effect on our business.

The markets in which we sell our products, particularly chemical companies, petroleum refineries, heavy-duty trucking, semiconductor manufacturing, capital equipment and the automotive industry, are, to varying degrees, cyclical and have historically experienced periodic downturns. Prior downturns have been characterized by diminished product demand, excess manufacturing capacity and subsequent erosion of average selling prices in these markets resulting in negative effects on our net sales, gross margins and net income. The recent recession affected our results of operations. A prolonged and severe downward cycle in our markets could have a material adverse effect on our business, financial condition, results of operations and cash flows.

We face intense competition that could have a material adverse effect on our business.

We encounter intense competition in almost all areas of our businesses. Customers for many of our products are attempting to reduce the number of vendors from which they purchase in order to reduce inventories. To remain competitive, we need to invest continuously in manufacturing, marketing, customer service and support and our distribution networks. We also need to develop new products to continue to meet the needs and desires of our customers. We may not have sufficient resources to continue to make such investments or maintain our competitive position. Additionally, some of our competitors are larger than we are and have substantially greater financial resources than we do. As a result, they may be better able to withstand the effects of periodic economic downturns. Certain of our products may also experience transformation from unique branded products to undifferentiated price sensitive products. This product commoditization may be accelerated by low cost foreign competition. Changes in the replacement cycle of certain of our products, including because of improved product quality or improved maintenance, may affect aftermarket demand for such products. Initiatives designed to distinguish our products through superior service, continuous improvement, innovation, customer relationships, technology, new product acquisitions, bundling with key services, long-term contracts or market focus may not be effective. Pricing and other competitive pressures could adversely affect our business, financial condition, results of operations and cash flows.

 

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If we fail to retain the independent agents and distributors upon whom we rely to market our products, we may be unable to effectively market our products and our revenue and profitability may decline.

Our marketing success in the U.S. and abroad depends largely upon our independent agents’ and distributors’ sales and service expertise and relationships with customers in our markets. Many of these agents have developed strong ties to existing and potential customers because of their detailed knowledge of our products. A loss of a significant number of these agents or distributors, or of a particular agent or distributor in a key market or with key customer relationships, could significantly inhibit our ability to effectively market our products, which could have a material adverse effect on our business, financial condition, results of operations and cash flows.

Increased costs for raw materials, the termination of existing supply agreements or disruptions of our supply chain could have a material adverse effect on our business.

The prices for some of the raw materials we purchase increased in 2011. While we have been successful in passing along some or all of these higher costs, there can be no assurance we will be able to continue doing so without losing customers. Similarly, the loss of a key supplier or the unavailability of a key raw material could adversely affect our business, financial condition, results of operations and cash flows.

We have exposure to some contingent liabilities relating to discontinued operations, which could have a material adverse effect on our financial condition, results of operations or cash flows in any fiscal period.

We have contingent liabilities related to discontinued operations of our predecessors, including environmental liabilities and liabilities for certain products and other matters. In some instances we have indemnified others against those liabilities, and in other instances we have received indemnities from third parties against those liabilities.

Claims could arise relating to products or other matters related to our discontinued operations. Some of these claims could seek substantial monetary damages. For example, we could potentially be subject to the liabilities related to the firearms manufactured prior to March 1990 by Colt Firearms, a former operation of Coltec, and for electrical transformers manufactured prior to May 1994 by Central Moloney, another former Coltec operation. Coltec has ongoing obligations with regard to workers compensation, retiree medical and other retiree benefit matters associated with discontinued operations in connection with Coltec’s periods of ownership of those operations.

We have insurance, reserves, and funds held in trust to address these liabilities. However, if our insurance coverage is depleted, our reserves are not adequate, or the funds held in trust are insufficient, environmental and other liabilities relating to discontinued operations could have a material adverse effect on our financial condition, results of operations and cash flows.

We conduct a significant amount of our sales activities outside of the U.S., which subjects us to additional business risks that may cause our profitability to decline.

Because we sell our products in a number of foreign countries, we are subject to risks associated with doing business internationally. In 2011, we derived approximately 49% of our revenues from sales of our products outside of the U.S. Our international operations are, and will continue to be, subject to a number of risks, including:

 

   

unfavorable fluctuations in foreign currency exchange rates;

 

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adverse changes in foreign tax, legal and regulatory requirements;

 

   

difficulty in protecting intellectual property;

 

   

trade protection measures and import or export licensing requirements;

 

   

cultural norms and expectations that may sometimes be inconsistent with our Code of Conduct and our requirements about the manner in which our employees, agents and distributors conduct business;

 

   

differing labor regulations;

 

   

political and economic instability; and

 

   

acts of hostility, terror or war.

Any of these factors, individually or together, could have a material adverse effect on our business, financial condition, results of operations and cash flows.

Our operations outside the United States require us to comply with a number of United States and international regulations. For example, our operations in countries outside the United States are subject to the Foreign Corrupt Practices Act (the “FCPA”), which prohibits United States companies or their agents and employees from providing anything of value to a foreign official for the purposes of influencing any act or decision of these individuals in their official capacity to help obtain or retain business, direct business to any person or corporate entity, or obtain any unfair advantage. Our activities in countries outside the United States create the risk of unauthorized payments or offers of payments by one of our employees or agents that could be in violation of the FCPA, even though these parties are not always subject to our control. We have internal control policies and procedures and have implemented training and compliance programs with respect to the FCPA. However, we cannot assure that our policies, procedures and programs always will protect us from reckless or criminal acts committed by our employees or agents. In the event that we believe or have reason to believe that our employees or agents have or may have violated applicable anti-corruption laws, including the FCPA, we may be required to investigate or have outside counsel investigate the relevant facts and circumstances. Violations of the FCPA may result in severe criminal or civil sanctions, and we may be subject to other liabilities, which could negatively affect our business, operating results and financial condition.

We intend to continue to pursue international growth opportunities, which could increase our exposure to risks associated with international sales and operations. As we expand our international operations, we may also encounter new risks that could adversely affect our revenues and profitability. For example, as we focus on building our international sales and distribution networks in new geographic regions, we must continue to develop relationships with qualified local agents, distributors and trading companies. If we are not successful in developing these relationships, we may not be able to increase sales in these regions.

Failure to properly manage these risks could adversely affect our business, financial condition, results of operations and cash flows.

If we are unable to protect our intellectual property rights and knowledge relating to our products, our business and prospects may be negatively impacted.

We believe that proprietary products and technology are important to our success. If we are unable to adequately protect our intellectual property and know-how, our business and prospects could be

 

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negatively impacted. Our efforts to protect our intellectual property through patents, trademarks, service marks, domain names, trade secrets, copyrights, confidentiality, non-compete and nondisclosure agreements and other measures may not be adequate to protect our proprietary rights. Patents issued to third parties, whether before or after the issue date of our patents, could render our intellectual property less valuable. Questions as to whether our competitors’ products infringe our intellectual property rights or whether our products infringe our competitors’ intellectual property rights may be disputed. In addition, intellectual property rights may be unavailable, limited or difficult to enforce in some jurisdictions, which could make it easier for competitors to capture market share in those jurisdictions.

Our competitors may capture market share from us by selling products that claim to mirror the capabilities of our products or technology. Without sufficient protection nationally and internationally for our intellectual property, our competitiveness worldwide could be impaired, which would negatively impact our growth and future revenue. As a result, we may be required to spend significant resources to monitor and police our intellectual property rights.

We have made and expect to continue to make acquisitions, which could involve certain risks and uncertainties.

We expect to continue to make acquisitions in the future. Acquisitions involve numerous inherent challenges, such as properly evaluating acquisition opportunities, properly evaluating risks and other diligence matters, ensuring adequate capital availability and balancing other resource constraints. There are risks and uncertainties related to acquisitions, including: difficulties integrating acquired technology, operations, personnel and financial and other systems; unrealized sales expectations from the acquired business; unrealized synergies and cost savings; unknown or underestimated liabilities; diversion of management attention from running our existing businesses and potential loss of key management employees of the acquired business. In addition, internal controls over financial reporting of acquired companies may not be up to required standards. Our integration activities may place substantial demands on our management, operational resources and financial and internal control systems. Customer dissatisfaction or performance problems with an acquired business, technology, service or product could also have a material adverse effect on our reputation and business.

Our business could be materially adversely affected by numerous other risks, including rising healthcare costs, changes in environmental laws and unforeseen business interruptions.

Our business may be negatively impacted by numerous other risks. For example, medical and healthcare costs may continue to increase. Initiatives to address these costs, such as consumer driven health plan packages, may not successfully reduce these expenses as needed. Failure to offer competitive employee benefits may result in our inability to recruit or maintain key employees. Other risks to our business include potential changes in environmental rules or regulations, which could negatively impact our manufacturing processes. Use of certain chemicals and other substances could become restricted or such changes may otherwise require us to incur additional costs which could reduce our profitability and impair our ability to offer competitively priced products. Additional risks to our business include global or local events which could significantly disrupt our operations. Terrorist attacks, natural disasters, political insurgencies, pandemics, information system failures and electrical grid disruptions and outages are some of the unforeseen risks that could negatively affect our business, financial condition, results of operations and cash flows.

 

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Risks Related to Ownership of Our Common Stock

The market price and trading volume of our common stock may be volatile.

A relatively small number of shares traded in any one day could have a significant effect on the market price of our common stock. The market price of our common stock could fluctuate significantly for many reasons, including in response to the risks described in this section and elsewhere in this report or for reasons unrelated to our operations, such as reports by industry analysts, investor perceptions or negative announcements by our customers, competitors or suppliers regarding their own performance, as well as industry conditions and general financial, economic and political instability.

Because our quarterly revenues and operating results may vary significantly in future periods, our stock price may fluctuate.

Our revenue and operating results may vary significantly from quarter to quarter. A high proportion of our costs are fixed, due in part to significant selling and manufacturing costs. Small declines in revenues could disproportionately affect operating results in a quarter and the price of our common stock may fall. We may also incur charges to income to cover increases in the estimate of our subsidiaries’ future asbestos liability. Other factors that could affect quarterly operating results include, but are not limited to:

 

   

demand for our products;

 

   

the timing and execution of customer contracts;

 

   

the timing of sales of our products;

 

   

increases in manufacturing costs due to equipment or labor issues;

 

   

changes in foreign currency exchange rates;

 

   

changes in applicable tax rates;

 

   

an impairment in the value of our investment in GST;

 

   

unanticipated delays or problems in introducing new products;

 

   

announcements by competitors of new products, services or technological innovations;

 

   

changes in our pricing policies or the pricing policies of our competitors;

 

   

increased expenses, whether related to sales and marketing, raw materials or supplies, product development or administration;

 

   

major changes in the level of economic activity in major regions of the world in which we do business;

 

   

costs related to possible future acquisitions or divestitures of technologies or businesses;

 

   

an increase in the number or magnitude of product liability claims;

 

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our ability to expand our operations and the amount and timing of expenditures related to expansion of our operations, particularly outside the U.S.; and

 

   

economic assumptions and market factors used to determine post-retirement benefits and pension liabilities.

Various provisions and laws could delay or prevent a change of control.

The anti-takeover provisions of our articles of incorporation and bylaws, our shareholder rights plan and provisions of North Carolina law could delay or prevent a change of control or may impede the ability of the holders of our common stock to change our management. In particular, our articles of incorporation and bylaws, among other things:

 

   

require a supermajority shareholder vote to approve any business combination transaction with an owner of 5% or more of our shares unless the transaction is recommended by disinterested directors;

 

   

limit the right of shareholders to remove directors and fill vacancies;

 

   

regulate how shareholders may present proposals or nominate directors for election at shareholders’ meetings; and

 

   

authorize our board of directors to issue preferred stock in one or more series, without shareholder approval.

Our shareholder rights plan also makes an acquisition of a controlling interest in EnPro in a transaction not approved by our board of directors more difficult.

Future sales of our common stock in the public market could lower the market price for our common stock and adversely impact the trading price of our convertible debentures.

In the future, we may sell additional shares of our common stock to raise capital. In addition, a reasonable number of shares of our common stock are reserved for issuance under our equity compensation plans, including shares to be issued upon the exercise of stock options, vesting of restricted stock or unit grants, and upon conversion of our convertible debentures. We cannot predict the size of future issuances or the effect, if any, that they may have on the market price for our common stock. The issuance and sales of substantial amounts of common stock, or the perception that such issuances and sales may occur, could adversely affect the trading price of the debentures and the market price of our common stock.

Absence of dividends could reduce our attractiveness to investors.

We have never declared or paid cash dividends on our common stock. Moreover, our current senior secured credit facility restricts our ability to pay cash dividends on common stock if availability under the facility falls below $20 million. As a result, our common stock may be less attractive to certain investors than the stock of companies with a history of paying regular dividends.

Risks Related to Our Capital Structure

Our debt agreement imposes limitations on our operations, which could impede our ability to respond to market conditions, address unanticipated capital investments and/or pursue business opportunities.

 

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We have a senior secured revolving credit facility that imposes limitations on our operations, such as limitations on distributions, limitations on incurrence and repayment of indebtedness, and maintenance of a fixed charge coverage financial ratio if average monthly availability is less than certain thresholds. These limitations could impede our ability to respond to market conditions, address unanticipated capital investment needs and/or pursue business opportunities.

We may not have sufficient cash to fund amounts payable upon a conversion of our convertible debentures or to repurchase the debentures at the option of the holder upon a change of control.

Our convertible debentures mature on October 15, 2015. The debentures are subject to conversion when one or more of the conversion conditions specified in the indenture governing the debentures are satisfied. Upon a conversion, we will be required to make a cash payment of up to $1,000 for each $1,000 in principal amount of debentures converted. One of these conversion conditions is based on the trading price of our common stock. The debentures become subject to conversion in the succeeding quarter, upon notice by the holders, when the closing price per share of our common stock exceeds $43.93, or 130% of the conversion price of $33.79, for at least twenty (20) trading days during the last thirty (30) consecutive trading days of any calendar quarter (such amounts are subject to adjustment for specified events as set forth in the indenture). None of the conversion conditions were satisfied at December 31, 2011, but this particular condition was in effect for the quarter ended September 30, 2011. In addition, upon a change of control, subject to certain conditions, we will be required to make an offer to repurchase for cash all outstanding convertible debentures at 100% of their principal amount plus accrued and unpaid interest, including liquidated damages, if any, up to but not including the date of repurchase. However, we may not have enough available cash or be able to obtain financing at the time we are required to settle converted debentures or make repurchases of tendered debentures. Any credit facility in place at the time of a repurchase or conversion of the debentures may also limit our ability to use borrowings to pay any cash payable on a repurchase or conversion of the debentures and may prohibit us from making any cash payments on the repurchase or conversion of the debentures if a default or event of default has occurred under that facility without the consent of the lenders under that credit facility. Our current $175 million senior secured credit facility prohibits distributions from our subsidiaries to us to make payments of principal or interest on the debentures or payments upon conversion of the debentures and prohibits prepayments of the debentures, in each case if a default or event of default exists or if our subsidiaries identified as borrowers under the facility fail to have either (a) pro forma average borrowing availability under the facility greater than the greater of (i) the lesser of 25% of (A) the available borrowing base or (B) the aggregate commitments of the lenders under the credit facility or (ii) $20 million or (b) (i) pro forma average borrowing availability under the facility greater than the greater of (A) the lesser of 20% of (I) the available borrowing base or (II) the aggregate commitments of the lenders under the credit facility or (B) $17.5 million, and (ii) a pro forma fixed charge coverage ratio that is greater than 1.0 to 1.0. Our failure to repurchase tendered debentures at a time when the repurchase is required by the indenture or to pay any cash payable on a conversion of the debentures would constitute a default under the indenture. A default under the indenture or the change of control itself could lead to a default under the other existing and future agreements governing our indebtedness. If the repayment of the related indebtedness were to be accelerated after any applicable notice or grace periods, we may not have sufficient funds to repay the indebtedness and repurchase the debentures or make cash payments upon conversion thereof.

Derivative transactions may expose us to unexpected risk and potential losses.

We are party to certain derivative transactions, such as foreign exchange contracts and call options (hedge and warrant transactions) with respect to our convertible debentures, with financial institutions to hedge against certain financial risks. In light of current economic uncertainty and potential for financial institution failures, we may be exposed to the risk that our counterparty in a derivative transaction may be unable to perform its obligations as a result of being placed in receivership or

 

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otherwise. In the event a counterparty to a material derivative transaction is unable to perform its obligations thereunder, we may experience losses material to our results of operations and financial condition.

 

ITEM 1B. UNRESOLVED STAFF COMMENTS

Not applicable.

 

ITEM 2. PROPERTIES

We are headquartered in Charlotte, North Carolina and have 57 primary manufacturing facilities in 11 countries, including the U.S. The following table outlines the location, business segment and size of our largest facilities, along with whether we own or lease each facility:

 

Location

  

Segment

   Owned/
Leased
     Size
(Square Feet)
 

U.S.

        

Palmyra, New York*

   Sealing Products      Owned         568,000   

Longview, Texas

   Sealing Products      Owned         219,000   

Rome, Georgia

   Sealing Products      Leased         175,000   

Paragould, Arkansas

   Sealing Products      Owned         142,000   

Thorofare, New Jersey

   Engineered Products      Owned         120,000   

Beloit, Wisconsin

  

Engine Products and Services

     Owned         433,000   

Foreign

        

Mexico City, Mexico*

   Sealing Products      Owned         131,000   

Saint Etienne, France

   Sealing Products      Owned         108,000   

Annecy, France

   Engineered Products      Leased         196,000   

Heilbronn, Germany

   Engineered Products      Owned         127,000   

Sucany, Slovakia

   Engineered Products      Owned         109,000   

 

* These facilities are owned by GST LLC or one of its subsidiaries, which were deconsolidated from our Consolidated Financial Statements on the Petition Date.

Our manufacturing capabilities are flexible and allow us to customize the manufacturing process to increase performance and value for our customers and meet particular specifications. We also maintain numerous sales offices and warehouse facilities in strategic locations in the U.S., Canada and other countries. We believe our facilities and equipment are generally in good condition and are well maintained and able to continue to operate at present levels.

 

ITEM 3. LEGAL PROCEEDINGS

Descriptions of environmental, asbestos and legal matters are included in Item 7 of this annual report under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Contingencies” and in Note 20 to our Consolidated Financial Statements, which descriptions are incorporated by reference herein.

In addition to the matters referenced above, 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 affect on our financial condition, results of operations or cash flows.

 

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We were not subject to any penalties associated with any failure to disclose “reportable transactions” under Section 6707A of the Internal Revenue Code.

 

ITEM 4. MINE SAFETY DISCLOSURES

Not Applicable

EXECUTIVE OFFICERS OF THE REGISTRANT

Information concerning our executive officers is set forth below:

 

Name

  

Age

    

Position

Stephen E. Macadam    51      President, Chief Executive Officer and Director
Alexander W. Pease    40      Senior Vice President and Chief Financial Officer
Richard L. Magee    54      Senior Vice President, General Counsel and Secretary
David S. Burnett    45      Vice President, Treasury and Tax
J. Milton Childress II    54      Vice President, Strategic Planning and Business Development
Robert P. McKinney    48      Vice President, Human Resources
Robert S. McLean    47      Vice President, Legal
Donald G. Pomeroy II    45      Vice President and Controller
Marvin A. Riley    37      Vice President – Manufacturing

Stephen E. Macadam has served as our Chief Executive Officer and President and as a director since April 2008. Prior to accepting these positions with EnPro, Mr. Macadam served as Chief Executive Officer of BlueLinx Holdings Inc. since October 2005. Before joining BlueLinx Holdings Inc., Mr. Macadam was the President and Chief Executive Officer of Consolidated Container Company LLC since August 2001. He served previously with Georgia-Pacific Corp. where he held the position of Executive Vice President, Pulp & Paperboard from July 2000 until August 2001, and the position of Senior Vice President, Containerboard & Packaging from March 1998 until July 2000. Mr. Macadam held positions of increasing responsibility with McKinsey and Company, Inc. from 1988 until 1998, culminating in the role of principal in charge of McKinsey’s Charlotte, North Carolina operation. Mr. Macadam is a director of Georgia Gulf Corporation. During the past five years, Mr. Macadam served as a director of BlueLinx Holdings Inc. and Solo Cup Company. Mr. Macadam received a B.S. in mechanical engineering from the University of Kentucky, an M.S. in finance from Boston College and an M.B.A. from Harvard University, where he was a Baker Scholar.

Alexander W. Pease is currently Senior Vice President and Chief Financial Officer and has held these positions since May 2011. In addition to his finance responsibilities, Mr. Pease also has responsibility for strategy, supply chain, IT and continuous improvement. Prior to agreeing to join the Company in February 2011, Mr. Pease was a principal with McKinsey and Company, Inc., where he was

 

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a leader in the Global Energy and Materials and Operations practices. Prior to joining McKinsey, Mr. Pease spent six years in the United States Navy as a SEAL Team leader with a wide range of international operating experience.

Richard L. Magee is currently Senior Vice President, General Counsel and Secretary and has held these positions since May 2002. He served as a consultant to Goodrich Corporation from October 2001 through December 2001, and was employed by Coltec Industries Inc from January 2002 through April 2002. Prior to that, Mr. Magee was Senior Vice President, General Counsel and Secretary of United Dominion Industries, Inc. from April 2000 until July 2001, having previously served as Vice President, Secretary and General Counsel. Mr. Magee was a partner in the Charlotte, North Carolina law firm Robinson, Bradshaw & Hinson, P.A. prior to joining United Dominion in 1989.

David S. Burnett is currently Vice President, Treasury and Tax and has held this position since February 2012, after having previously served as Director, Tax from July 2010 to February 2012. Prior to joining EnPro, Mr. Burnett was a Tax Director at PricewaterhouseCoopers LLP in Charlotte, North Carolina from November 2004 to July 2010, and from September 2001 to November 2004 in the Washington National Tax Services office in Washington, DC. Prior to PricewaterhouseCoopers LLP, he was a Senior Tax Manager in Grant Thornton LLP’s Office of Federal Tax Services in Washington, D.C.

J. Milton Childress II is currently Vice President, Strategic Planning and Business Development and has held this position since February 2006, after having joined the EnPro corporate staff in December 2005. He was a co-founder of and served from October 2001 through December 2005 as Managing Director of Charlotte-based McGuireWoods Capital Group. Prior to that, Mr. Childress was Senior Vice President, Planning and Development of United Dominion Industries, Inc. from December 1999 until May 2001, having previously served as Vice President. Mr. Childress held a number of positions with Ernst & Young LLP’s corporate finance consulting group prior to joining United Dominion in 1992.

Robert P. McKinney is currently Vice President, Human Resources and has held this position since April 2008, after having previously served as Deputy General Counsel from May 2002 to April 2008. Prior to joining EnPro, Mr. McKinney was General Counsel at Tredegar Corporation and Assistant General Counsel with The Pittston Company, both in Richmond, Virginia. From 1990 to 1999, Mr. McKinney was employed by United Dominion Industries, Inc. in Charlotte, North Carolina, as Corporate Counsel and subsequently Assistant General Counsel. Prior to joining United Dominion, he was an associate with the Charlotte, North Carolina law firm of Smith Helms Mulliss & Moore (now a part of McGuireWoods, LLP).

Robert S. McLean is currently Vice President, Legal, and has held this position since April 2010. Prior to joining EnPro, Mr. McLean was a partner at the Charlotte, North Carolina law firm of Robinson Bradshaw & Hinson P.A., which he joined in 1995 and where he chaired the firm’s corporate practice department. Prior to joining Robinson Bradshaw & Hinson, Mr. McLean worked with the Atlanta office of the King & Spalding law firm and the Charlotte office of the Smith, Helms, Mullis & Moore law firm (now part of McGuireWoods, LLP), after which he was the Assistant General Counsel and Secretary of the former Carolina Freight Corporation (now part of Arkansas Best Corporation).

Donald G. Pomeroy II is currently Chief Accounting Officer, Vice President and Controller. He was appointed to this position in February 2011. Between February 2010 and February 2011, Mr. Pomeroy served as Vice President and Chief Financial Officer of GST LLC. Mr. Pomeroy served as Vice President with responsibility for pricing strategies on the Company’s Continuous Improvement Team from November 2008 to February 2010. Mr. Pomeroy served as the Company’s Vice President and Controller between September 2007 and November 2008 after previously serving in this capacity from May 2002 to August 2004. Mr. Pomeroy served as the Vice President, Finance and Information Technology for Garlock from August 2004 until August 2007. He was previously Vice President,

 

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Finance and Information Technology at Stemco and Controller – International Operations at Garlock. Prior to joining Garlock, Mr. Pomeroy was with Coopers & Lybrand LLP. As noted in Item 1, “Business,” and Item 1A, “Risk Factors,” on June 5, 2010, GST LLC filed a voluntary petition for reorganization under Chapter 11 of the United States Bankruptcy Code.

Marvin Riley was appointed Vice President Manufacturing of EnPro Industries on December 1, 2011 and has overall responsibility for EnPro’s global manufacturing. Mr. Riley served as Global Vice President Operations, GGB division of EnPro, since November 2009. Mr. Riley previously served as Vice President Operations Americas, GGB division of EnPro, since July 2007. Prior to joining EnPro he was an executive with General Motors Vehicle Manufacturing. Mr. Riley held multiple positions of increasing responsibility from 1997 to 2007 within General Motors. Mr. Riley received a Bachelor of Science Electrical Engineering from Howard University and a Master of Business Administration from Johns Hopkins University.

Mr. McLean’s brother is a partner at the law firm of McGuireWoods LLP and in 2011, we paid approximately $55,000 to that firm for legal services and $125,000 to its affiliate, McGuireWoods Capital Group, for merger and acquisition advisory services.

PART II

 

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Our common stock is publicly traded on the New York Stock Exchange (“NYSE”) under the symbol “NPO.”

As of February 15, 2012, there were 4,705 holders of record of our common stock. The price range of our common stock from January 1, 2010 through December 31, 2011is listed below by quarter:

 

     Low
Sale Price
     High
Sale Price
 

Fiscal 2011:

     

Fourth Quarter

   $ 27.22       $ 37.61   

Third Quarter

     28.93         49.94   

Second Quarter

     36.33         48.46   

First Quarter

     35.77         44.25   

Fiscal 2010:

     

Fourth Quarter

   $ 30.29       $ 42.00   

Third Quarter

     26.64         32.60   

Second Quarter

     27.99         35.11   

First Quarter

     23.64         29.80   

We did not declare any cash dividends to our shareholders during 2011. For a discussion of the restrictions on payment of dividends on our common stock, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources – Dividends.”

The following table sets forth all purchases made by us or on our behalf 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 fourth quarter of 2011.

 

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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 (1)
     (d) Maximum Number
(or Approximate Dollar
Value) of Shares (or
Units) that May Yet Be
Purchased Under the
Plans or Programs (1)
 

October 1 – October 31, 2011

     —          —          —           —     

November 1 – November 30, 2011

     —          —          —           —     

December 1 – December 31, 2011

     853 (1)    $ 32.98 (1)      —           —     

Total

     853 (1)    $ 32.98 (1)      —           —     

 

(1) A total of 853 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. Coltec, which is a wholly owned subsidiary of EnPro, furnished these shares in exchange for management and other services provided by EnPro. These shares were valued at a price of $32.98 per share, the closing price of our common stock on December 31, 2011. We do not consider the transfer of shares from Coltec in this context to be pursuant to a publicly announced plan or program.

CUMULATIVE TOTAL RETURN PERFORMANCE GRAPH

Set forth below is a line graph showing the yearly change in the cumulative total shareholder return for our common stock as compared to similar returns for the Russell 2000® Stock Index and a group of our peers (the “Peer Group”) consisting of Actuant Corporation, Barnes Group, Inc., Clarcor, Inc., Circor International, Inc., Kaydon Corporation and Robbins & Myers, Inc.

Each of the returns is calculated assuming the investment of $100 in each of the securities on December 31, 2006, and reinvestment of dividends into additional shares of the respective equity securities when paid. The graph plots the respective values beginning on December 31, 2006, and continuing through December 31, 2011. Past performance is not necessarily indicative of future performance.

 

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LOGO

 

ITEM 6. SELECTED FINANCIAL DATA

The following historical consolidated financial information as of and for each of the years ended December 31, 2011, 2010, 2009, 2008 and 2007 has been derived from, and should be read together with, our audited Consolidated Financial Statements and the related notes, for each of those years. The audited Consolidated Financial Statements and related notes as of December 31, 2011 and 2010, and for the years ended December 31, 2011, 2010 and 2009, are included elsewhere in this annual report. The information presented below with respect to the last three completed fiscal years should also be read together with Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

 

     Year Ended December 31,  
     2011*      2010*      2009     2008      2007  
     (as adjusted, in millions, except per share data)  

Statement of Operations Data:

             

Net sales

   $ 1,105.5       $ 865.0       $ 803.0      $ 993.8       $ 873.8   

Income (loss) from continuing operations

   $ 44.2       $ 61.3       $ (143.6   $ 32.8       $ 17.2   

Balance Sheet Data:

             

Total assets

   $ 1,252.1       $ 1,148.3       $ 1,221.2      $ 1,333.8       $ 1,449.8   

Long-term debt (including current portion)

   $ 150.2       $ 135.8       $ 130.4      $ 134.5       $ 133.3   

Notes payable to GST

   $ 237.4       $ 227.2       $ —        $ —         $ —     

Per Common Share Data – Diluted:

             

Income (loss) from continuing operations

   $ 2.06       $ 2.96       $ (7.19   $ 1.56       $ 0.77   

 

* Results of the deconsolidated entities since the Petition Date are not included. See Note 19 to our Consolidated Financial Statements.

 

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ITEM 7. 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 consolidated financial condition and operating results during the periods included in the accompanying audited Consolidated Financial Statements and the related notes. You should read the following discussion in conjunction with our audited Consolidated Financial Statements and the related notes, included elsewhere in this annual report.

Forward-Looking Statements

This report contains certain statements that are “forward-looking statements” as that term is defined under the Private Securities Litigation Reform Act of 1995 (the “Act”) and releases issued by the Securities and Exchange Commission (the “SEC”). The words “may,” “hope,” “will,” “should,” “could,” “expect,” “plan,” “anticipate,” “intend,” “believe,” “estimate,” “predict,” “potential,” “continue,” and other expressions which are predictions of or indicate future events and trends and which do not relate to historical matters identify forward-looking statements. We believe that it is important to communicate our future expectations to our shareholders, and we therefore make forward-looking statements in reliance upon the safe harbor provisions of the Act. However, there may be events in the future that we are not able to accurately predict or control, and our actual results may differ materially from the expectations we describe in our forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause our actual results, performance or achievements to differ materially from anticipated future results, performance or achievements expressed or implied by such forward-looking statements. We advise you to read further about certain of these and other risk factors set forth in Item 1A of this annual report, entitled “Risk Factors.” We undertake no obligation to publicly update or revise any forward-looking statement, either as a result of new information, future events or otherwise. 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.

Overview and Outlook

Overview. We design, develop, manufacture, service and market proprietary engineered industrial products. We have 57 primary manufacturing facilities located in 11 countries, including the United States.

We manage our business as three segments: a Sealing Products segment, an Engineered Products segment, and an Engine Products and Services 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; heavy-duty truck wheel-end component systems, including brake products; flange sealing and isolation products; pipeline casing spacers/isolators; casing end seals; modular sealing systems for sealing pipeline penetrations; hole forming products; manhole infiltration sealing systems; safety-related signage for pipelines; bellows and bellows assemblies; pedestals for semiconductor manufacturing; PTFE products; conveyor belting; and sheeted rubber products. These products are used in a variety of industries, including chemical and petrochemical processing, petroleum extraction and refining, pulp and paper processing, heavy-duty

 

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trucking, power generation, food and pharmaceutical processing, primary metal manufacturing, mining, water and waste treatment, 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 applications that are highly demanding, 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 Engine Products and Services segment designs, manufactures, sells and services heavy-duty, medium-speed diesel, natural gas and dual fuel reciprocating engines. The United States government and the general markets for marine propulsion, power generation, and pump and compressor applications use these products and services.

The historical business operations of certain subsidiaries of our subsidiary, Coltec Industries Inc (“Coltec”), principally Garlock Sealing Technologies LLC (“GST LLC”) and The Anchor Packing Company (“Anchor”), have resulted in a substantial volume of asbestos litigation in which plaintiffs have alleged personal injury or death as a result of exposure to asbestos fibers. Information about GST LLC’s asbestos litigation is contained in this Management’s Discussion and Analysis of Financial Condition and Results of Operations in the “Asbestos” subsection of the “Contingencies” section.

On June 5, 2010 (the “Petition Date”), GST LLC, Anchor and Garrison Litigation Management Group, Ltd. (“Garrison”) 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 in Charlotte (the “Bankruptcy Court”). GST LLC, Anchor and Garrison are sometimes referred to collectively as “GST” in this report. The filings were the initial step in a claims resolution process. GST LLC is one of the businesses in our broader Garlock group. GST LLC and its subsidiaries operate five significant manufacturing facilities, including operations in Palmyra, New York and Houston, Texas. The filings did not include EnPro Industries, Inc., or any other EnPro Industries, Inc. operating subsidiary.

GST LLC now operates in the ordinary course under court protection from asbestos claims. All pending litigation against GST is stayed during the process. We address our actions to permanently resolve GST LLC’s asbestos litigation in this Management’s Discussion and Analysis of Financial Condition and Results of Operations in the “Garlock Sealing Technologies LLC and Garrison Litigation Management Group, Ltd.” section.

The financial results of GST and subsidiaries are included in our consolidated results through June 4, 2010, the day prior to the Petition Date. However, U.S. generally accepted accounting principles require an entity that files for protection under the U.S. Bankruptcy Code, whether solvent or insolvent, whose financial statements were previously consolidated with those of its parent, as GST’s and its subsidiaries’ were with ours, generally must be prospectively deconsolidated from the parent and the investment accounted for using the cost method. At deconsolidation, our investment was recorded at its estimated fair value as of June 4, 2010, resulting in a gain for reporting purposes. The cost method requires us to present our ownership interests in the net assets of GST at the Petition Date as an investment and not recognize any income or loss from GST and subsidiaries in our results of operations during the reorganization period. Our investment of $236.9 million as of December 31, 2011 and 2010, was subject to periodic reviews for impairment. When GST emerges from the jurisdiction of the

 

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Bankruptcy Court, the subsequent accounting will be determined based upon the applicable facts and circumstances at such time, including the terms of any plan of reorganization. See Note 19 to the Consolidated Financial Statements in this Form 10-K for condensed financial information of GST and subsidiaries.

During 2011, 2010, and 2009, we completed a number of acquisitions and a disposition of a business. Please refer to “Acquisitions and Dispositions” in Item 1 – Business for additional discussion regarding these transactions.

During the first quarter of 2009, we concluded events had occurred and circumstances had changed which required us to perform an interim period goodwill impairment test for all of our reporting units, including GGB in the Engineered Products segment and Plastomer Technologies in the Sealing Products segment, both of which had experienced reduced volumes as a result of deterioration in the global economic environment. We performed a preliminary analysis and determined it was necessary to conduct an impairment test for GGB and Plastomer Technologies.

During the second quarter of 2009, we conducted an analysis to compare the fair value of GGB and Plastomer Technologies to the respective carrying values assigned to their net assets. The excess of the fair value of each reporting unit over the carrying value assigned to its assets and liabilities is the implied fair value of its goodwill. To estimate the fair value, we used discounted cash flow and market valuation approaches. The discounted cash flow approach uses cash flow projections to calculate the fair value of each reporting unit while the market approach relies on market multiples of similar companies. The key assumptions used for the discounted cash flow approach include business projections, growth rates, and discount rates. The discount rate we used was based on our weighted average cost of capital. For the market approach, we chose a group of 26 companies we believed to be representative of our diversified industrial and automotive peers. Based on the results of the test, we determined the fair values of GGB and Plastomer Technologies were less than the carrying values of their net assets, resulting in an implied fair value of goodwill of zero for both GGB and Plastomer Technologies. As a result, in the second quarter of 2009, we recognized an impairment charge of $113.1 million before tax, which represented all of the remaining goodwill in these reporting units.

During the analysis, we also tested the fair value of our other reporting units and determined there was no goodwill impairment for the other reporting units. We completed our required annual impairment test of goodwill for our reporting units as of October 1, 2009, and the results did not indicate impairment of the remaining goodwill. Based on the results of the test, we determined the fair value of one of the reporting units exceeded its carrying value by approximately 60% and the other reporting units having goodwill balances had fair values in excess of their carrying values by over 100%.

Outlook

In 2012, we currently anticipate strong sales growth as our operations benefit from improved market conditions, higher volumes, market share gains, and a full year of sales from businesses acquired in 2011. We also expect segment profit margins to improve over 2011, although margins will continue to reflect: increased sales of lower margin products as we expand in original equipment markets; and costs associated with the integration of the businesses acquired in 2011, especially in the first half of 2012.

Our effective tax rate is directly affected by the relative proportions of revenue and income before taxes in the jurisdictions in which we operate. Based on the expected mix of domestic and foreign earnings, we anticipate our effective tax rate for 2012 will be between 32% and 34%, which is lower than the U.S. statutory rate primarily due to the earnings in lower rate foreign jurisdictions. In the U.S., we benefit from certain tax incentives such as the deduction for domestic production activities, and credits for research and development. Discrete tax events may cause our effective rate to fluctuate on a quarterly

 

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basis. Certain events, including, for example, acquisitions and other business changes, which are difficult to predict, may also cause our effective tax rate to fluctuate. We are subject to changing tax laws, regulations, and interpretations in multiple jurisdictions. Corporate tax reform continues to be a priority in the U.S. and other jurisdictions. Changes to the tax system in the U.S. could have significant effects, positive and negative, on our effective tax rate, and on our deferred tax assets and liabilities.

In June 2011, the U.S. Internal Revenue Service (“IRS”) began an examination of our 2008 and 2009 U.S. federal income tax returns. In February 2012, the IRS notified us it also will examine our 2010 U.S. federal income tax return. Although these examinations are part of a routine and recurring cycle we have experienced previously, we cannot predict the final outcome or expected conclusion date of the audits. Various foreign and state tax returns also are 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, we believe assessments that may arise will not have a material effect on our financial condition, results of operations, or cash flows. There are other returns not under examination for which it is possible the statute of limitations for assessments will expire in the next twelve months. Because we provide for uncertain tax positions, expiration of the period for assessments may have a favorable effect on our effective tax rate.

Our U.S. defined benefit plans continue to be underfunded. Based on currently available data, which is subject to change, we estimate we will be required to make contributions to the U.S. defined benefit plans in 2012 totaling approximately $13.4 million. We expect 2012 contributions to non-U.S. defined benefit plans to be insignificant. Additional significant cash contributions to the U.S. defined benefit plans are likely to be required in 2013 and beyond. Future contribution requirements depend on pension asset returns, pension valuation assumptions, plan design, and legislative actions. We estimate annual pension expense in 2012 will be $13.2 million, which is $3.6 million more than in 2011. The increase in pension expense is primarily due to a decrease in the discount rate used in the actuarial computations.

In connection with our growth strategy, we will continue to evaluate acquisitions in 2012; however, the effect of such acquisitions cannot be predicted and therefore is not reflected in this outlook. Since completing the sale of the Quincy Compressor business, we have completed several acquisitions and redeployed the cash received in connection with the sale. We anticipate our rate of growth through acquisitions may moderate if our access to additional capital resources declines.

We address our outlook on our actions to permanently resolve GST LLC’s asbestos litigation in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Garlock Sealing Technologies LLC and Garrison Litigation Management Group, Ltd.” section.

Results of Operations

The following table does not include results for GST and subsidiaries in the Sealing Products segment after the day preceding the Petition Date. See Note 19 to our Consolidated Financial Statements in this Form 10-K for condensed financial information for GST and subsidiaries.

 

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     Years Ended December 31,  
     2011     2010     2009  
     (in millions)  

Sales

      

Sealing Products

   $ 534.9      $ 397.6      $ 399.4   

Engineered Products

     386.7        302.5        238.3   

Engine Products and Services

     185.8        166.0        166.7   
  

 

 

   

 

 

   

 

 

 
     1,107.4        866.1        804.4   

Intersegment sales

     (1.9     (1.1     (1.4
  

 

 

   

 

 

   

 

 

 

Total sales

   $ 1,105.5      $ 865.0      $ 803.0   
  

 

 

   

 

 

   

 

 

 

Segment Profit (Loss)

      

Sealing Products

   $ 81.2      $ 70.3      $ 55.8   

Engineered Products

     29.2        16.3        (13.3

Engine Products and Services

     30.6        35.5        30.5   
  

 

 

   

 

 

   

 

 

 

Total segment profit

     141.0        122.1        73.0   

Corporate expenses

     (32.6     (36.7     (28.9

Goodwill impairment charge

     —          —          (113.1

Interest expense, net

     (39.6     (25.9     (11.4

Asbestos-related expenses

     —          (23.3     (135.5

Other income (expense), net

     (3.8     46.4        17.7   
  

 

 

   

 

 

   

 

 

 

Income (loss) from continuing operations before income taxes

   $ 65.0      $ 82.6      $ (198.2
  

 

 

   

 

 

   

 

 

 

Segment profit is total segment revenue reduced by operating, 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, asbestos-related expenses, gains/losses or impairments 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.

2011 Compared to 2010

Sales of $1,105.5 million in 2011 increased 28% from $865.0 million in 2010. Sales from acquisitions completed since 2010 contributed about 20 percentage points to the increase. In addition, sales increased as a result of higher volumes in the Sealing Products and Engineered Products segments as we have taken advantage of improvements in nearly all of our customer markets and we are actively pursuing increased market share. Selected price increases we have instituted also contributed to the increase in sales compared to last year. Sales in the Engine Products and Services segment grew 12% primarily due to shipping more engines, with higher average revenue per engine, in 2011 versus 2010, and incremental revenue related to using the percentage-of-completion accounting method beginning in the third quarter of 2011. Changes in foreign exchange rates added two percentage points to the sales increase. Sales in 2010 included GST LLC through the Petition Date while sales in 2011 excluded GST LLC’s sales for the full year as a result of the deconsolidation of GST LLC effective on the Petition Date. Sales from GST LLC to third parties in 2010 through the Petition Date were $77.7 million.

Segment profit, management’s primary measure of how our operations perform, increased 15% to $141.0 million in 2011 from $122.1 million in 2010. Earnings from acquisitions completed since 2010 contributed about six percentage points to the improvement. Segment profit also increased due to the higher volumes in the Sealing Products and Engineered Products segments, especially in Engineered Products, while price increases in these segments essentially offset net cost increases in 2011 compared to

 

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2010. These year-over-year improvements were reduced by the deconsolidation of GST LLC effective on the Petition Date. Segment profit in 2010 included GST LLC through the Petition Date while segment profit in 2011 excluded GST LLC’s operating income for the full year as a result of the deconsolidation of GST LLC effective on the Petition Date. Segment profit for GST LLC in 2010 through the Petition Date was $14.0 million.

The improvements in the Sealing Products and Engineered products segments were partially offset by the decline in earnings in the Engine Products and Services segment caused by lower margins on the higher engine shipments, a decrease in higher margin parts and services revenue, and provisions for a warranty matter and an anticipated contract loss. Segment operating margins also softened due to the inclusion of the lower-margin acquired businesses, which continue to work through the integration process. Changes in foreign exchange rates added two percentage points to the segment profit increase. As a result of these changes, segment margins, defined as segment profit divided by sales, declined from 14.1% in 2010 to 12.8% in 2011. Excluding the Engine Parts and Services segment, segment margins declined only slightly from 12.4% in 2010 to 12.0% in 2011.

Corporate expenses for 2011 declined by $4.1 million compared to 2010 primarily due to lower medical expenses, directors’ share-based compensation, and consulting expenses partially offset by higher salary and management’s incentive compensation expenses.

Net interest expense in 2011 was $39.6 million compared to $25.9 million in 2010. The increase in net interest expense was caused primarily by the deconsolidation of GST and the inclusion of interest expense on notes payable to GST LLC in our results, which previously was eliminated in our consolidated results. We also incurred interest expense in 2011 on new borrowings on the senior secured revolving credit facility.

Due to the deconsolidation of GST, asbestos-related expenses during 2011 were zero, which represented a decrease of $23.3 million compared to 2010.

Other income (expense), net in 2011 includes the $2.9 million gain recorded upon the contribution of the GIC from the Crucible Back-Up Trust to our defined benefit plan assets. Refer to Note 20, “Commitments and Contingencies – Crucible Materials Corporation” in our Consolidated Financial Statements in this Form 10-K for additional information about the GIC and the Crucible Back-Up Trust. In connection with the deconsolidation of GST, we recorded a pre-tax gain of $54.1 million in 2010. The gain is discussed in the “Garlock Sealing Technologies LLC and Garrison Litigation Management Group, Ltd.” section of this Management’s Discussion and Analysis of Financial Condition and Results of Operations.

We recorded an income tax expense of $20.8 million on pre-tax income from continuing operations of $65.0 million in 2011, resulting in an effective tax rate of 32.1%. Our effective tax rate continues to be lower than the U.S. statutory rates primarily due to the earnings in lower rate foreign jurisdictions. In the U.S., we also benefit from certain tax incentives such as the deduction for domestic production activities and credits for research and development. During 2010, our effective tax rate was 25.8% as we recorded an income tax expense of $21.3 million on pre-tax income from continuing operations of $82.6 million. The income tax expense in 2010 was favorably affected by the restructuring of part of our GGB operation in Europe, as well as the overall jurisdictional mix of earnings.

Income from continuing operations was $61.3 million, or $2.96 per share, in 2010 compared to $44.2 million, or $2.06 per share, in 2011. Earnings per share are expressed on a diluted basis.

 

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Net income for 2011 was the same as income from continuing operations. Including discontinued operations, which only affected our 2010 results, net income was $155.4 million in 2010, or $7.51 per share. Earnings per share are expressed on a diluted basis.

Following is a discussion of operating results for each segment during the year:

Sealing Products. Sales of $534.9 million in 2011 were 35% higher than the $397.6 million reported in 2010. Sales from acquisitions completed since 2010 at the consolidated Garlock operations, Technetics Group, and Stemco contributed about 33 percentage points to the increase. Increases in volume, reflecting improved markets and increased market share, plus selected net price increases since 2010 were essentially offset by the sales decrease caused by the deconsolidation of GST. Sales from GST LLC to third parties in 2010 through the Petition Date were $77.7 million. The consolidated Garlock operations experienced improved demand in several markets including oil and gas, and rubber products, and in Europe and Asia. Technetics Group demand was higher in 2011 in most markets and in several product lines. Stemco reported large increases in OEM (about 50%), brake products (about 95%), and aftermarket demand (about 10%) and prices increased about 4%. Favorable foreign exchange rates contributed about two percentage points to the sales increase.

Segment profit of $81.2 million in 2011 increased 16% compared to the $70.3 million reported in 2010. Despite higher volumes, some contribution from the acquisitions, and price increases, which nearly offset all cost increases, Garlock earnings declined because of the deconsolidation of GST LLC effective on the Petition Date. Segment profit for GST LLC in 2010 through the Petition Date was $14.0 million. Earnings at Technetics increased compared to 2010, but the increase was less than the improvement in sales because the incremental earnings at the acquired businesses are still developing. Stemco reported an increase in profit in connection with its higher volumes, including its acquired business, which was reduced by cost increases in excess of selected price increases in 2011. Operating margins for the Stemco brake products acquisition in 2011 were lower than the historical business, which is likely to be the case going forward due to the nature of the brake products market. Operating margins for the segment decreased to 15.2% in 2011 from 17.7% in 2010.

Engineered Products. Sales of $386.7 million in 2011 were 28% higher than the $302.5 million reported in 2010. Acquisitions completed since 2010 favorably affected sales by about 13 percentage points. In addition, sales for GGB and CPI in 2011 were significantly higher than in 2010 as both operations continued to capture higher volume from improvements in several markets and selected price increases. Favorable foreign exchange rates contributed four percentage points to the segment’s sales growth.

The segment profit in 2011 was $29.2 million, which was 79% higher than the $16.3 million reported in 2010. Increased profits at GGB and CPI came primarily from price increases and the additional sales volume partially offset by cost increases. Acquisitions completed since 2010 added 10 percentage points to the increase and changes in foreign exchange rates added four percentage points. Operating margins for the segment were 7.6% in 2011, which improved from the 5.4% reported last year.

Engine Products and Services. Sales increased 12% from $166.0 million in 2010 to $185.8 million in 2011. The increase in sales was primarily due to shipping 14 engines in 2011 versus 12 engines in 2010, with a higher average price per engine in 2011 due to the types of engines shipped. The Engine Products and Services segment also recognized incremental revenue of $9.6 million related to using the percentage-of-completion accounting method for new or nearly new engine programs beginning in the third quarter of 2011. These increases were partially offset by a decline in parts and services revenue in 2011.

 

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The segment reported a profit of $30.6 million in 2011 compared to $35.5 million in 2010. A lower margin mix of engine shipments in 2011, the decrease in higher margin aftermarket parts and services activity, and net cost increases contributed to the decrease in segment profit. In addition, the segment recorded a $1.4 million estimated warranty expense to repair a specific engine component in a series of U.S. Navy ships. The segment also recorded a $3 million estimated loss on an engine contract. The expected contract loss is a result of detrimental changes in the market for nuclear power plant emergency power engines after the tsunami in Japan, which caused costs per nuclear-related engine to be higher than expected, and the original engine costs for the program were underestimated. These large costs were partially offset by: cost reimbursements related to the canceled South Texas Project of approximately $1.8 million, which reduced expenses in the third quarter of 2011; the resolution of a legal matter, which reduced legal expenses by $0.5 million; and approximately $1.5 million of incremental profit related to the use of percentage-of-completion accounting beginning in the third quarter of 2011. Operating margins dropped from 21.4% in 2010 to 16.5% this year.

2010 Compared to 2009

Sales of $865.0 million in 2010 increased 8% from $803.0 million in 2009. The increase in sales was primarily the result of stronger volumes in all segments. The volume increases resulted principally from stronger automotive and industrial markets for GGB, higher OEM and aftermarket truck and trailer activity at Stemco, greater aftermarket activity at Fairbanks Morse Engine, and improved oil and gas, nuclear and rubber product demand at Garlock. The additional sales from acquisitions completed since 2009 contributed three percentage points of the overall increase. Sales in 2009 included GST LLC for the entire year while sales in 2010 included GST LLC’s sales only through the Petition Date. Sales to third parties for GST LLC of $104.9 million from the Petition Date through December 31, 2010, were not included as a result of the deconsolidation of GST LLC effective on the Petition Date.

Segment profit, management’s primary measure of how our operations perform, increased 67% from $73.0 million in 2009 to $122.1 million in 2010. Segment margins, defined as segment profit divided by sales, improved from 9.1% in 2009 to 14.1% in 2010. Segment profit and margins increased primarily due to higher volumes, net price increases that exceeded overall net cost increases, and earnings from businesses acquired since 2009. Segment profit in 2009 reflected GST LLC’s and its subsidiaries’ results for the full year. GST LLC reported segment profit of $16.5 million from the Petition Date through December 31, 2010, which is not reflected in our segment profit as a result of the deconsolidation.

Net interest expense in 2010 was $25.9 million compared to $11.4 million in 2009. The increase in net interest expense was caused primarily by the deconsolidation of GST and the reflection of the associated interest expense on related-party short-term borrowings and related-party notes payable by EnPro to GST LLC, which had previously been eliminated in consolidation.

We recorded goodwill impairment charges of $113.1 million in 2009, but there was no comparable charge in 2010.

Due to the deconsolidation of GST, asbestos-related expenses during 2010 decreased by $112.2 million compared to 2009.

We recorded a pre-tax gain on the deconsolidation of GST of $54.1 million in 2010, which is discussed in “Garlock Sealing Technologies LLC and Garrison Litigation Management Group, Ltd.” in this Management’s Discussion and Analysis of Financial Condition and Results of Operations. The gain is included in other income (expense), net, in the preceding table. Other income, net, in 2009 resulted from a reassessment of a liability for retiree medical benefits for former employees of a previously divested business. An actuarial assessment determined our expected liability was significantly less than the amount previously accrued and as a result the liability was reduced.

 

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Our effective tax rate was 25.8% in 2010 and 27.5% in 2009. We recorded an income tax expense of $21.3 million on pre-tax income from continuing operations of $82.6 million in 2010. The 2010 tax expense was favorably affected by restructuring part of our GGB operation in Europe. During 2009, our effective tax rate was 27.5% as we recorded an income tax benefit of $54.6 million on a loss from continuing operations before income taxes of $198.2 million. The income tax expense in 2009 was significantly affected by the goodwill impairment charge and the jurisdictional mix of earnings.

Net income from continuing operations was $61.3 million, or $2.96 per share, in 2010 compared to a net loss from continuing operations of $143.6 million, or $7.19 per share, in 2009. Net income was $155.4 million, or $7.51 per share in 2010 compared to a net loss of $139.3 million, or $6.97 per share, in 2009. Earnings (loss) per share are expressed on a diluted basis.

Following is a discussion of operating results for each segment during the year:

Sealing Products. Sales of $397.6 million in 2010 were slightly lower than the $399.4 million reported in 2009. The deconsolidation of GST LLC was the principal factor in the lack of year-over-year growth. GST LLC sales to third parties of $104.9 million from the Petition Date through December 31, 2010, were not included as a result of the deconsolidation of GST effective on the Petition Date. Acquisitions completed since 2009, which contributed 3% to the sales growth, improved industrial markets, and the inclusion of the results of Technetics during 2010 partially offset the effect of the deconsolidation. Stemco’s sales during 2010 increased compared to 2009 primarily as a result of higher volumes for its OEM and aftermarket business and the introduction of new brake products. Plastomer Technologies experienced a sales increase in 2010 compared to 2009 due to higher volumes in its semiconductor business.

Segment profit of $70.3 million in 2010 increased 26% compared to the $55.8 million reported in 2009. The increase in profit in our Garlock group of companies reflected a benefit from higher volumes, the inclusion of the acquired Technetics business, and various net price increases partially offset by the deconsolidation of GST LLC, which reported segment profit of $16.5 million subsequent to its deconsolidation, and various cost increases. Stemco reported a significant increase in profit primarily due to increased production and demand in heavy-duty vehicle markets partially offset by cost increases. Likewise, higher volume bolstered Plastomer Technologies’ 2010 results as it also reported improved earnings compared to last year. Operating margins for the segment increased to 17.7% in 2010 from 14.0% in 2009.

Engineered Products. Sales of $302.5 million in 2010 were 27% higher than the $238.3 million reported in 2009. Acquisitions completed since the second quarter of 2009 favorably impacted revenue by six percentage points. Decreases in the value of foreign currencies reduced the year-over-year sales increase by two percentage points. The remaining twenty-three percentage points of the sales increase reflected improved market conditions within the segment. Sales for GGB in 2010 were significantly higher than the amount reported in 2009 primarily due to increased volume in automotive and industrial markets. Sales for CPI in 2010 increased principally due to the acquisitions, and the business experienced favorable conditions in refining markets in the U.S., Europe, and South America. Activity in CPI’s North American natural gas markets remained low due to continued high levels of natural gas storage.

The segment profit in 2010 of $16.3 million improved significantly compared to the $13.3 million segment loss reported in 2009. GGB’s profitability improved in 2010 primarily due to higher volume in its automotive and industrial markets and the results of cost reduction efforts. Profits at CPI declined in 2010 compared to 2009 due to the costs of establishing new service centers, the implementation of a new

 

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ERP system, and various other growth-related initiatives. The 5.4% operating margin in 2010 for the segment reflected the segment’s return to profitability compared to a 5.6% segment loss in 2009 as GGB’s strong earnings improvement was partially offset by CPI’s decrease in segment profit on its higher sales.

Engine Products and Services. Sales of $166.0 million in 2010 were essentially flat compared to the $166.7 million reported in 2009. The effect of fewer new engine shipments in 2010 was mostly offset by increased aftermarket parts and service sales for the U.S. Navy and other customers, and some improvements in pricing.

The segment reported a profit of $35.5 million in 2010 compared to $30.5 million in 2009. The 16% year-over-year improvement was a result of the aftermarket volume increase combined with net cost decreases and pricing increases. Operating margins for the segment increased to 21.4% in 2010 from 18.3% in 2009.

Restructuring and Other Costs

Restructuring expense was $1.4 million, $0.9 million and $10.2 million for 2011, 2010 and 2009, respectively. In 2009, the expense was primarily related to restructuring activities associated with workforce reductions at GGB and in the Garlock group of companies.

Liquidity and Capital Resources

Cash requirements for, but not limited to, working capital, capital expenditures, acquisitions, pension contributions, and debt repayments have been funded from cash balances on hand, revolver borrowings, and cash generated from operations. We are proactively pursuing acquisition opportunities. It is possible our cash requirements for one or more of these acquisition opportunities could exceed our cash balance at the time of closing. Should we need additional capital, we have other resources available, which are discussed in this section under the heading of “Capital Resources.”

As of December 31, 2011, we held approximately $3 million in cash and cash equivalents in the United States and approximately $28 million in cash and cash equivalents outside of the United States. We believe our cash and cash equivalents, operating cash flows, and borrowing capacity are adequate to fund our cash needs in 2012.

Cash Flows

Operating activities provided $78.6 million, $33.5 million and $59.0 million in 2011, 2010 and 2009, respectively. The increase in operating cash flows in 2011 versus 2010 was primarily attributable to our increased earnings and the tax payment resulting from the gain on the sale of Quincy Compressor made in 2010, which did not recur in 2011, partially offset by higher contributions to the U.S. defined benefit plans in 2011. The decrease in operating cash flows between 2010 and 2009 was primarily attributable to the tax payment resulting from the gain on the sale of Quincy Compressor, which more than offset improvements in cash generated by our operations. In addition, GST LLC generated $54.8 million of operating cash flows after its deconsolidation on the Petition Date, which were not included in our 2010 total. In 2011, GST reported $44.2 million of operating cash flows, which also were not included in our results.

We used $257.9 million, net, in 2011 for investing activities, received $111.9 million, net, in 2010, and used $66.3 million, net, in 2009. In 2011, we used $228.2 million net of cash acquired to purchase six businesses. Please refer to “Acquisitions and Dispositions” in Part I, Item 1 – Business for additional discussion regarding these transactions. We also spent $31.5 million for capital expenditures

 

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across all of our businesses. The net cash inflow provided by investing activities in 2010 resulted from the proceeds of the divestiture of Quincy Compressor. This cash receipt was partially offset by capital expenditures and the cash retained by GST LLC and its subsidiaries in connection with their deconsolidation. The deconsolidation of GST LLC is discussed further in this Management’s Discussion and Analysis of Financial Condition and Results of Operations in the “Garlock Sealing Technologies LLC and Garrison Litigation Management Group, Ltd.” section. In 2009, the cash used in investing activities went toward capital expenditures and the acquisition of four businesses.

Financing activities of continuing operations in 2011 consumed $9.4 million, net, and included our first borrowings on our revolving credit facility, and the payment of related party notes to GST LLC. Financing activities of continuing operations in 2010 included repayment of $6.1 million of related-party debt, which previously was eliminated in consolidation prior to the deconsolidation of GST LLC. In 2009, we retired $9.9 million in industrial revenue bonds and other debt.

Capital Resources

Senior Secured Revolving Credit Facility. Our primary U.S. operating subsidiaries, other than GST LLC, are parties to a senior secured revolving credit facility with a maximum availability of $175 million, $30 million of which may be used for letters of credit. Actual borrowing availability under the credit facility is determined by reference to a borrowing base of specified percentages of eligible accounts receivable, inventory, equipment and certain real property, and is reduced by usage of the facility, including outstanding letters of credit, and any reserves. Under certain conditions, we may request an increase to the facility maximum availability by up to $50 million to $225 million in total. Any increase is dependent on obtaining future lender commitments for those amounts, and no current lender has any obligation to provide such commitment. The credit facility matures on July 17, 2015, unless, prior to that date, our convertible debentures are paid in full, refinanced on certain terms, or defeased, in which case the facility will mature on March 30, 2016.

Borrowings under the credit facility are secured by specified assets of ours and our U.S. operating subsidiaries, other than GST LLC, and primarily include accounts receivable, inventory, equipment, certain real property, deposit accounts, intercompany loans, intellectual property and related contract rights, general intangibles related to any of the foregoing and proceeds related to the foregoing. Subsidiary capital stock is not included as collateral.

Outstanding borrowings under the credit facility currently bear interest at a rate equal to, at our option, either: (1) a base/prime rate plus 0.75%, or (2) the adjusted one, two, three or six-month LIBOR rate plus 1.75%. Future pricing under the credit facility at any particular time will be determined by reference to a pricing grid based on average daily availability under the facility for the immediately prior fiscal quarter. Under the pricing grid, the applicable margins will range from 0.75% to 1.25% for base/prime rate loans and from 1.75% to 2.25% for LIBOR loans. The undrawn portion of the credit facility is subject to an unused line fee calculated at an annual rate of 0.375%. Outstanding letters of credit are subject to an annual fee equal to the applicable margin for LIBOR loans under the credit facility as in effect from time to time, plus a fronting fee on the aggregate undrawn amount of the letters of credit at an annual rate of 0.125%.

The credit agreement contains customary covenants and restrictions for an asset-based credit facility, including a fixed charge test if availability falls below certain thresholds, and negative covenants limiting certain: fundamental changes (such as merger transactions); loans; incurrence of debt other than specifically permitted debt; transactions with affiliates that are not on arms-length terms; incurrence of liens other than specifically permitted liens; repayment of subordinated debt (except for scheduled payments in accordance with applicable subordination documents); prepayments of other debt; dividends; asset dispositions other than as specifically permitted; and acquisitions and other investments other than as specifically permitted.

 

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In the event the amount available for borrowing under the facility exceeds $20 million, the limitation on fixed asset dispositions is not applicable. The limitations on acquisitions, investments in foreign subsidiaries, dividends (including those required to make payments on our convertible debentures), incurrence of certain cash collateral liens and prepayment of debt other than subordinated debt are generally not applicable if certain financial conditions are satisfied related to the facility.

The credit facility contains events of default including, but not limited to, nonpayment of principal or interest, violation of covenants, breaches of representations and warranties, cross-default to other debt, bankruptcy and other insolvency events, material judgments, certain ERISA events, actual or asserted invalidity of loan documentation and certain changes of control of the Company.

The actual borrowing availability at December 31, 2011, under our senior secured revolving credit facility was $123.2 million after giving consideration to $4.1 million of letters of credit outstanding and $4.0 million of revolver borrowings. The maximum amount borrowed under this facility during 2011 was $41.3 million. There were no borrowings under this facility during 2010.

Convertible Debentures. We issued $172.5 million of convertible debentures in 2005. The debentures bear interest at an annual rate of 3.9375%, and we pay accrued interest on April 15 and October 15 of each year. The debentures will mature on October 15, 2015, unless they are converted prior to that date. The debentures are direct, unsecured and unsubordinated obligations and rank equal in priority with our unsecured and unsubordinated indebtedness and will be senior in right of payment to all subordinated indebtedness. They effectively rank junior to our secured indebtedness to the extent of the value of the assets securing such indebtedness. The debentures do not contain any financial covenants. Holders may convert the debentures into cash and shares of our common stock at an initial conversion rate of 29.5972 shares of common stock per $1,000 principal amount of debentures, which is equal to an initial conversion price of $33.79 per share, subject to adjustment, before the close of business on October 15, 2015. Upon conversion, we would deliver (i) cash equal to the lesser of the aggregate principal amount of the debentures to be converted or our total conversion obligation, and (ii) shares of our common stock in respect of the remainder, if any, of our conversion obligation. Conversion is permitted only under certain conditions, none of which were satisfied as of December 31, 2011.

For a discussion of the potential liquidity issues and risks we could face in the event some or all of the Debentures are converted, see Part I, Item 1A, “Risk Factors – We may not have sufficient cash to repurchase our convertible debentures at the option of the holder or upon a change of control or to pay the cash payable upon a conversion” in this report.

We used a portion of the net proceeds from the sale of the debentures to enter into call options, i.e., hedge and warrant transactions, which entitle us to purchase shares of our stock from a financial institution at $33.79 per share and entitle the financial institution to purchase shares of our stock from us at $46.78 per share. This will reduce potential dilution to our common stockholders from conversion of the Debentures and have the effect to us of increasing the conversion price of the debentures to $46.78 per share.

Related Party Notes. Effective as of January 1, 2010, Coltec entered into a $73.4 million Amended and Restated Promissory Note due January 1, 2017 (the “Coltec Note”) in favor of GST LLC, and our subsidiary Stemco LP entered into a $153.8 million Amended and Restated Promissory Note due January 1, 2017, in favor of GST LLC (the “Stemco Note”, and together with the Coltec Note, the “Intercompany Notes”). The Intercompany Notes amended and replaced promissory notes in the same principal amounts which were initially issued in March 2005, and which expired on January 1, 2010.

 

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The Intercompany Notes bear interest at 11% per annum, of which 6.5% is payable in cash and 4.5% is added to the principal amount of the Intercompany Notes as payment-in-kind (“PIK”) interest. If GST LLC is unable to pay ordinary course operating expenses, under certain conditions, GST LLC can require Coltec and Stemco to pay in cash the accrued PIK interest necessary to meet such ordinary course operating expenses, subject to a cap of 1% of the principal balance of each Intercompany Note in any calendar month and 4.5% of the principal balance of each Intercompany Note in any year. The interest due under the Intercompany Notes may be satisfied through offsets of amounts due under intercompany services agreements pursuant to which the Company provides certain corporate services, makes available access to group insurance coverage to GST, makes advances to third party providers related to payroll and certain benefit plans sponsored by GST, and permits employees of GST to participate in certain of the Company’s benefit plans. In 2011, $10.2 million of the PIK interest from 2010 was added to the principal balance of the Intercompany Notes.

The Coltec Note is secured by Coltec’s pledge of certain of its equity ownership in specified U.S. subsidiaries. The Stemco Note is guaranteed by Coltec and secured by Coltec’s pledge of its interest in Stemco. The Notes are subordinated to any obligations under the Company’s senior secured revolving credit facility.

Garlock Sealing Technologies LLC and Garrison Litigation Management Group, Ltd.

The historical business operations of GST LLC and Anchor have resulted in a substantial volume of asbestos litigation in which plaintiffs have alleged personal injury or death as a result of exposure to asbestos fibers. Those subsidiaries manufactured and/or sold industrial sealing products, predominately gaskets and packing, containing encapsulated asbestos fibers. Anchor is an inactive and insolvent indirect subsidiary of Coltec. The Company’s subsidiaries’ exposure to asbestos litigation and their relationships with insurance carriers have been managed through another Coltec subsidiary, Garrison.

On the Petition Date, GST LLC, Anchor and Garrison filed voluntary petitions for reorganization under Chapter 11 of the United States Bankruptcy Code. The filings were the initial step in a claims resolution process. The goal of the process is an efficient and permanent resolution of all current and future asbestos claims through court approval of a plan of reorganization, which is expected to establish a trust to which all asbestos claims will be channeled for resolution. GST intends to seek an agreement with asbestos claimants and other creditors on the terms of a plan for the establishment of such a trust and repayment of other creditors in full, or in the absence of such an agreement an order of the Bankruptcy Court confirming such a plan.

Prior to its deconsolidation effective on the Petition Date, GST LLC and its subsidiaries operated as part of the Garlock group of companies within EnPro’s Sealing Products segment. GST LLC designs, manufactures and sells sealing products, including metallic, non-metallic and composite material gaskets, rotary seals, compression packing, resilient metal seals, elastomeric seals, hydraulic components, and expansion joints. GST LLC and its subsidiaries operate five primary manufacturing facilities, including GST LLC’s operations in Palmyra, New York and Houston, Texas.

Garrison’s principal business is to manage the defense of all asbestos-related litigation affecting the Company’s subsidiaries, principally GST LLC and Anchor, arising from their sale or use of products or materials containing asbestos, and to manage, bill and collect available insurance proceeds. When it commenced business in 1996, Garrison acquired certain assets of GST LLC and assumed certain liabilities stemming from asbestos-related claims against GST LLC. Garrison is not itself a defendant in asbestos-related litigation and has no direct liability for asbestos-related claims. Rather, it has assumed GST LLC’s liability for such claims and agreed to indemnify GST LLC from liability with respect to such claims. Anchor was a distributor of products containing asbestos and was acquired by GST LLC in 1987. Anchor has been inactive and insolvent since 1993.

 

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The financial results of GST and subsidiaries were included in our consolidated results through June 4, 2010, the day prior to the Petition Date. However, U.S. generally accepted accounting principles require that an entity that files for protection under the U.S. Bankruptcy Code, whether solvent or insolvent, whose financial statements were previously consolidated with those of its parent, as GST’s and its subsidiaries’ were with ours, generally must be prospectively deconsolidated from the parent and the investment accounted for using the cost method. At deconsolidation, our investment was recorded at its estimated fair value on June 4, 2010, resulting in a gain for reporting purposes. The cost method requires us to present our ownership interests in the net assets of GST at the Petition Date as an investment and to not recognize any income or loss from GST and subsidiaries in our results of operations during the reorganization period. When GST emerges from the jurisdiction of the Bankruptcy Court, the subsequent accounting will be determined based upon the applicable circumstances and facts at such time, including the terms of any plan of reorganization. See Note 19 to our Consolidated Financial Statements for condensed financial information for GST and subsidiaries.

GST’s third party sales and operating income from the date of deconsolidation through December 31, 2010, were $104.9 million and $16.5 million, respectively.

GST was included in our consolidated U.S. federal income tax return and certain state combined income tax returns. As the parent of these consolidated tax groups, we are liable for, and pay, income taxes owed by the entire group. We have agreed with GST to allocate group taxes to GST based on the U.S. consolidated tax return regulations and Accounting Standards Codification Topic 740 – Income Taxes. This method generally allocates current and deferred taxes to GST as if it were a separate taxpayer. As a result, we carry an income tax receivable from GST related to this allocation. At December 31, 2011, this amount was approximately $24 million. Under the agreement’s cash settlement schedule, this receivable is expected to be collected at a future date, and was included in our Consolidated Balance Sheet as a non-current asset.

As a result of the deconsolidation of GST, we conducted an analysis to compare the fair market value of GST to its book value. Based on this analysis, we recognized a $54.1 million non-cash pre-tax gain on the deconsolidation of GST in the second quarter of 2010. The fair value of GST, net of taxes on the gain on deconsolidation, was recorded at $236.9 million. Our $236.9 million investment value is subject to periodic reviews for impairment. GST will be presented using the cost method during the reorganization period.

In connection with the bankruptcy filing, GST LLC and Garrison entered into a $10 million debtor-in-possession revolving credit and letter of credit facility with Bank of America, N.A. with a maturity date of December 7, 2011. The debtor-in-possession revolving credit facility was terminated by GST LLC and Garrison in October 2011.

We have assessed GST LLC’s and Garrison’s liquidity position as a result of the bankruptcy filing and believe both entities can continue to fund their operating activities, and those of their subsidiaries, and meet their capital requirements for the foreseeable future. However, the ability of GST LLC and Garrison to continue as going concerns is dependent upon their ability to resolve their ultimate asbestos liability in the bankruptcy from their net assets, future cash flows, and available insurance proceeds, whether through the confirmation of a plan of reorganization or otherwise. As a result of the bankruptcy filing and related events, there can be no assurance the carrying values of the assets, including the carrying value of the business and the tax receivable, will be realized or that liabilities will be liquidated or settled for the amounts recorded. In addition, a plan of reorganization, or rejection thereof, could change the amounts reported in the GST LLC and Garrison financial statements and cause a material change in the carrying amount of our investment. See Note 19 to our Consolidated Financial Statements for additional information about GST’s bankruptcy proceeding.

 

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Dividends

To date, we have not paid dividends and we do not intend to pay a dividend in the foreseeable future. If availability under our senior secured revolving credit facility falls below $20 million, we would be limited in our ability to pay dividends. As of December 31, 2011, we exceeded this minimum threshold. The indenture that governs the convertible debentures does not restrict us from paying dividends.

Critical Accounting Policies and Estimates

The preparation of our Consolidated Financial Statements, in accordance with accounting principles generally accepted in the United States, requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures pertaining to contingent assets and liabilities. Note 1, “Overview and Significant Accounting Policies,” to the Consolidated Financial Statements describes the significant accounting policies used to prepare the Consolidated Financial Statements. On an ongoing basis we evaluate our estimates, including, but not limited to, those related to bad debts, inventories, intangible assets, income taxes, warranty obligations, restructuring, pensions and other postretirement benefits, and contingencies and litigation. We base our estimates on historical experience and on various other assumptions we believe to be reasonable under the circumstances. Actual results may differ from our estimates.

We believe the following accounting policies and estimates are the most critical. Some of them involve significant judgments and uncertainties and could potentially result in materially different results under different assumptions and conditions.

Revenue Recognition

Revenue is recognized at the time title and risk of product ownership is transferred or when services are rendered with the exception of engine revenue recognition in the Engine Products and Services segment as described in the next three paragraphs. Shipping costs billed to customers are recognized as revenue and expensed in cost of goods sold.

During the third quarter of 2011, the Engine Products and Services segment began using percentage-of-completion (“POC”) accounting for new and nearly new engine contracts rather than the completed-contract method. We made this change because, as a result of enhancements to the financial management and reporting systems, the segment is able to reasonably estimate the revenue, costs, and progress towards completion of engine builds. If we are not able to meet those conditions for a particular engine contract, the segment will recognize revenues using the completed-contract method. Progress towards completion is measured by reference to costs incurred to date as a percentage of estimated total project costs.

Recognized revenues and profits are subject to revisions during the engine build period in the event the assumptions regarding the overall contract outcome are revised. The cumulative effect of a revision in estimates is recorded in the period such a revision becomes likely and estimable. Losses on contracts in progress are accounted for in the period a loss becomes likely and estimable. We recognized revenues and operating income of $9.6 million and $1.5 million, respectively, for the year ended December 31, 2011, on contracts accounted for under the POC method.

 

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The Engine Products and Services segment will continue to use the completed-contract method for engines in production at June 30, 2011. Revenue recognition for Engine Products and Services’ parts and services revenue did not change nor did the revenue recognition policy for the Sealing Products or Engineered Products segment.

Asbestos

Through the Petition Date, GST accrued for known and estimated future asbestos claims for subsequent ten year periods and recorded legal fees and expenses only when incurred.

The significant assumptions underlying the material components of the estimated liability included: the number and trend of claims asserted; the mix of alleged diseases or impairment; the trend in the number of claims for malignant cases, primarily mesothelioma; the probability some existing and potential future claims would eventually be dismissed without payment; the estimated amount to be paid per claim; and the timing and impact of large amounts available for the payment of claims from the 524(g) trusts of former defendants in bankruptcy.

With the assistance of Bates White, a recognized expert, we periodically reviewed the period over which we could make a reasonable estimate, the assumptions underlying the estimate, the range of reasonably possible potential liabilities and management’s estimate of the liability, and adjust the estimate if necessary. Additional discussion is included in this Management’s Discussion and Analysis of Financial Condition and Results of Operations in “Contingencies – Asbestos.”

Derivative Instruments and Hedging Activities

We have entered into contracts to hedge forecasted transactions denominated in foreign currencies occurring at various dates through January 2013. We account for most of these contracts as cash flow hedges. As a cash flow hedge, the effective portion of the gain or loss on the contracts is reported in other comprehensive income and the ineffective portion is reported in income. Amounts in accumulated other comprehensive income are reclassified into income in the period when the hedged transactions occur.

Pensions and Postretirement Benefits

We and certain of our subsidiaries sponsor domestic and foreign defined benefit pension and other postretirement plans. Major assumptions used in the accounting for these employee benefit plans include the discount rate, expected return on plan assets, rate of increase in employee compensation levels and assumed health care cost trend rates. Assumptions are determined based on data available to us and appropriate market indicators, and are evaluated each year as of the plans’ measurement date. A change in any of these assumptions could have a material effect on net periodic pension and postretirement benefit costs reported in the Consolidated Statements of Operations, as well as amounts recognized in the Consolidated Balance Sheets. See Note 15 to the Consolidated Financial Statements for a discussion of pension and postretirement benefits.

Income Taxes

We use the asset and liability method of accounting for income taxes. Temporary differences arising between the tax basis of an asset or liability and its carrying amount on the Consolidated Balance Sheet are used to calculate future income tax assets or liabilities. This method also requires the recognition of deferred tax benefits, such as net operating loss carryforwards. Valuation allowances are recorded to reduce deferred tax assets when it is more likely than not that a tax benefit will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to the

 

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taxable income (losses) in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. See Note 6 to the Consolidated Financial Statements for a discussion of income taxes.

Goodwill and Other Intangible Assets

We do not amortize goodwill, but instead it is subject to annual impairment testing. The goodwill asset impairment test involves comparing the fair value of a reporting unit to its carrying amount. If the carrying amount of a reporting unit exceeds its fair value, a second step of comparing the implied fair value of the reporting unit’s goodwill to the carrying amount of that goodwill is required to measure the potential goodwill impairment loss. There are inherent assumptions and estimates used in developing future cash flows which require management to apply judgment to the analysis of intangible asset impairment, including projecting revenues, interest rates, cost of capital, royalty rates and tax rates. Many of the factors used in assessing fair value are outside the control of management, and it is reasonably likely that assumptions and estimates will change in future periods. These changes can result in future impairments.

Contingencies

General

Various claims, lawsuits and administrative proceedings with respect to commercial, product liability, asbestos and environmental matters, all arising in the ordinary course of business, are pending or threatened against us or our subsidiaries and seek monetary damages and/or other remedies. We believe any liability finally determined with respect to commercial and non-asbestos product liability claims should not have a material effect on our consolidated financial condition, results of operations or cash flows. From time to time, we and our subsidiaries are involved as plaintiffs in legal proceedings involving contract, patent protection, environmental, insurance and other matters. Expenses for legal and administrative proceedings are recorded as expenses 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 of our subsidiaries have been named as a potentially responsible party, or are otherwise involved, at 15 sites where the costs to us are expected to exceed $100 thousand. Investigations have been completed for 12 sites and are in progress at the other three sites. The majority of these sites relate to remedial actions at former operating facilities that were sold or closed and primarily deal with soil and groundwater contamination.

As of December 31, 2011 and 2010, EnPro had accrued liabilities of $12.6 million and $14.7 million, respectively, for estimated future expenditures relating to environmental contingencies. See Note 20 to the Consolidated Financial Statements for additional information regarding our environmental contingencies.

 

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Colt Firearms and Central Moloney

We have contingent liabilities related to divested businesses for which certain of our subsidiaries retained liability or are obligated under indemnity agreements. These contingent liabilities include, but are not limited to, potential product liability and associated claims related to firearms manufactured prior to 1990 by Colt Firearms, a former operation of Coltec, and for electrical transformers manufactured prior to 1994 by Central Moloney, another former Coltec operation. Coltec also has ongoing obligations, which are included in retained liabilities of previously owned businesses in our Consolidated Balance Sheets, with regard to workers’ compensation, retiree medical and other retiree benefit matters that relate to Coltec’s periods of ownership of these operations.

Crucible Materials Corporation

Crucible Materials Corporation (“Crucible”), which was engaged primarily in the manufacture and distribution of high technology specialty metal products, was a wholly owned subsidiary of Coltec until 1985 when a majority of the outstanding shares were sold. Coltec divested its remaining minority interest in 2004. Crucible filed for Chapter 11 bankruptcy protection in May 2009 and is no longer conducting operations. See Note 20 to the Consolidated Financial Statements for information about certain liabilities relating to Coltec’s ownership of Crucible.

Subsidiary Bankruptcy

Three of our subsidiaries filed voluntary Chapter 11 bankruptcy petitions on the Petition Date as a result of tens of thousands of pending and expected future asbestos personal injury claims. The filings were the initial step in a claims resolution process. The goal of the process is an efficient and permanent resolution of all pending and future asbestos claims through court approval of a plan of reorganization that will establish a trust to which all asbestos claims will be channeled for resolution and payment. See the additional information provided earlier under the heading “Garlock Sealing Technologies LLC and Garrison Litigation Management Group, Ltd.”, the discussion under the heading “Asbestos” below and Notes 19 and 20 to our Consolidated Financial Statements. This process presents a number of risks and uncertainties many of which are described in Part I, Item 1A – “Risk Factors”.

Asbestos

Background on Asbestos-Related Litigation and Recent Developments. The historical business operations of GST LLC and Anchor have resulted in a substantial volume of asbestos litigation in which plaintiffs have alleged that exposure to asbestos fibers in products produced or sold by GST LLC or Anchor, together with products produced and sold by numerous other companies contributed to the bodily injuries or death of such plaintiffs. Those subsidiaries manufactured and/or sold industrial sealing products that contained encapsulated asbestos fibers. Our subsidiaries’ exposure to asbestos litigation and their relationships with insurance carriers have been managed through Garrison.

On the Petition Date, GST LLC, Garrison and Anchor 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 in Charlotte. See above under the heading “Subsidiary Bankruptcy” and Notes 19 and 20 to our Consolidated Financial Statements for more information about this bankruptcy filing and its effects.

 

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GST LLC and Anchor have been among a large number of defendants in actions filed in various states by plaintiffs alleging injury or death as a result of exposure to asbestos fibers. Among the many products at issue in these actions are industrial sealing products, including gaskets and packing. The damages claimed have varied from action to action, and in some cases plaintiffs seek both compensatory and punitive damages. To date, neither GST LLC nor Anchor has been required to pay any punitive damage awards.

Beginning in 2000, the top-tier asbestos defendants – companies that paid most of the plaintiffs’ damages because they produced and sold huge quantities of highly friable asbestos products – sought bankruptcy protection and stopped paying asbestos claims in the tort system. The bankruptcies of many additional producers of friable asbestos products followed. The plaintiffs could no longer pursue actions against these large defendants during the pendency of their bankruptcy proceedings, even though these defendants had historically been determined to be the largest contributors to asbestos-related injuries. Many plaintiffs pursued GST LLC in civil court actions to recover compensation formerly paid by top-tier bankrupt companies under state law principles of joint and several liability and began identifying GST LLC’s non-friable sealing products as a primary cause of their asbestos diseases while generally denying exposure to the friable products of companies in bankruptcy. GST LLC believes this targeting strategy effectively shifted damages caused by top-tier defendants that produced friable asbestos products to GST LLC, thereby materially increasing GST LLC’s cost of defending and resolving claims.

Almost all of the top-tier defendants that sought bankruptcy relief in the early 2000s have now emerged, or are positioning to emerge, from bankruptcy. Their asbestos liabilities have been assumed by wealthy 524(g) trusts created in the bankruptcies with assets contributed by the emerging former defendants and their affiliates. With the emergence of these companies from bankruptcy, many plaintiffs will seek compensation from the 524(g) trusts. These trusts have aggregate assets exceeding $30 billion ($36.8 billion according to a study released in September 2011 by the United States Government Accountability Office) specifically set aside to compensate individuals with asbestos diseases caused by the friable products of those defendants. We believe that as billions of dollars of 524(g) trust assets continue to become available to claimants, defendants will obtain significant reductions in their costs to defend and resolve claims. As of the Petition Date, however, the establishment of these 524(g) trusts had taken longer than anticipated and the trusts had a significant backlog of claims that accumulated while the trusts were being established. Additionally, procedures adopted for the submissions of asbestos claims in bankruptcy cases and against 524(g) trusts made it difficult for GST LLC and other tort-system co-defendants to gain access to information about claims made against bankrupt defendants or the accompanying evidence of exposure to the asbestos-containing products of such bankrupt defendants. We believe these procedures enable claimants to “double dip” by collecting payments from defendants in the tort system under joint-and-several-liability principles for injuries caused by the former top-tier defendants while also collecting substantial additional amounts from 524(g) trusts established by those former defendants to pay asbestos claims. Because of these factors, while several 524(g) trusts had begun making substantial payments to claimants prior to the Petition Date, GST LLC had not yet experienced a significant reduction in damages being sought from GST LLC.

In light of GST LLC’s experience that (a) its cost of defending and resolving claims had not declined as anticipated although 524(g) trusts had begun making substantial payments to claimants, and (b) new mesothelioma claims filings against it in recent years had not declined at a rate similar to the rate of decline in disease incidence, GST initiated the Chapter 11 proceedings as a means to determine and comprehensively resolve their asbestos liability.

During the pendency of the Chapter 11 proceedings certain actions proposed to be taken by GST not in the ordinary course of business will be subject to approval by the Bankruptcy Court. As a result, during the pendency of these proceedings, we will not have exclusive control over these companies. Accordingly, under U.S. generally accepted accounting principles, our investment in GST was

 

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deconsolidated from our financial results beginning on the Petition Date. As a result, our financial results for the year ended December 31, 2010, which include the results from GST only through the Petition Date, may not be comparable to those of prior, current and future year periods.

Much of the remaining portion of this section updates information about our subsidiaries’ asbestos claims management experience through and until the Petition Date. See Note 20 to our consolidated financial statements for additional information about claims mix, product defenses, recent trial results and appeals.

Insurance Coverage. At December 31, 2011, we had $158.0 million of insurance coverage we believe is available to cover current and future asbestos claims against GST LLC and certain expense payments. GST has collected insurance payments totaling $32.7 million since the Petition Date. See Note 20 to our consolidated financial statements for additional information about the quality of these insurance and trust assets.

Liability Estimate. Prior to mid-2004, we maintained that our subsidiaries’ liability for unasserted claims was not reasonably estimable. We estimated and recorded liabilities only for pending claims in advanced stages of processing, for which we believed we had a basis for making a reasonable estimate. We disclosed the significance of the total potential liability for unasserted claims in considerable detail. During 2004, we authorized counsel to retain Bates White, a recognized expert, to assist in estimating our subsidiaries’ liability for pending and future asbestos claims. We have updated our estimate of the subsidiary liability regularly.

In 2010 prior to the Petition Date, we recorded a pre-tax charge of $23.3 million in connection with the update of GST LLC’s asbestos liability. The charge reflects $13.8 million of fees and expenses paid during the period and a $9.5 million non-cash charge. In 2009, we recorded a pre-tax charge of $135.5 million to reflect cash outlays of $29.3 million for fees and expenses and a $106.2 million non-cash charge.

See Note 20 to the Consolidated Financial Statements for additional information about our liability estimate.

Quantitative Claims and Insurance Information. Our recorded asbestos liability at the Petition Date was $472.1 million. As of the Petition Date, we had remaining insurance and trust coverage of $192.4 million, which included $156.3 million in insured claims and expenses our subsidiaries have paid out in excess of amounts recovered from insurance. These amounts are recoverable under the terms of our insurance policies, subject to potential competing claims of other covered subsidiaries, and have been billed to the insurance carriers.

Off Balance Sheet Arrangements

Lease Agreements

We have a number of operating leases primarily for real estate, equipment and vehicles. Operating lease arrangements are generally utilized to secure the use of assets from time to time if the terms and conditions of the lease or the nature of the asset makes the lease arrangement more favorable than a purchase. As of December 31, 2011, approximately $64.0 million of future minimum lease payments were outstanding under these agreements. See Note 20, “Commitments and Contingencies – Other Commitments,” to the Consolidated Financial Statements for additional disclosure.

 

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Contractual Obligations

A summary of our contractual obligations and commitments at December 31, 2011, is as follows:

 

     Payments Due by Period (in millions)  
Contractual Obligations    Total      Less than
1 Year
     1-3 Years      3-5 Years      More than
5 Years
 

Long-term debt

   $ 180.6       $ 1.6       $ 1.6       $ 176.7       $ 0.7   

Notes payable to GST

     309.2         —           —           —           309.2   

Interest on long-term debt

     26.8         7.0         13.8         6.0         —     

Interest on notes payable to GST

     103.7         15.4         33.0         36.0         19.3   

Operating leases

     64.0         13.5         23.6         18.7         8.2   

Other long-term liabilities

     23.8         2.9         3.9         3.7         13.3   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ 708.1       $ 40.4       $ 75.9       $ 241.1       $ 350.7   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Payment for long-term debt may be accelerated under certain circumstances because the convertible debentures due in 2015 may be converted earlier, requiring payment of the principal amount thereof in cash. In the event of an early conversion, we believe we would refinance the convertible debentures with an unsecured public debt offering or with other funding available at the time. The payments for long-term debt shown in the table above reflect the contractual principal amount for the convertible debentures. In our Consolidated Balance Sheet, this amount is shown net of a debt discount pursuant to the applicable accounting rules. Additional discussion regarding the convertible debentures is included in this Management’s Discussion and Analysis of Financial Condition and Results of Operations in “Liquidity and Capital Resources – Capital Resources,” and in Note 13 to the Consolidated Financial Statements. The interest on long-term debt represents the contractual interest coupon. It does not include the debt discount accretion, which also is a component of interest expense.

The notes payable to GST LLC bear interest at 11% per annum, of which 6.5% is payable in cash and 4.5% is added to the principal amount as payment-in-kind (“PIK”) interest. If GST LLC is unable to pay ordinary course operating expenses, under certain conditions, GST LLC can require the Company to pay in cash the accrued PIK interest necessary to meet such ordinary course operating expenses, subject to a cap of 1% of the principal balance of each note in any calendar month and 4.5% of the principal balance of each note in any year. The interest due under the notes payable to GST LLC may be satisfied through offsets of amounts due under intercompany services agreements pursuant to which the Company provides certain corporate services and insurance coverages to GST LLC, makes advances to third party providers related to payroll and certain benefit plans sponsored by GST LLC, and permits employees of GST LLC to participate in certain of the Company’s benefit plans. The table above reflects $82.0 million of total PIK interest as principal payments at the due date of the notes.

Payments for other long-term liabilities are estimates of amounts to be paid for environmental and retained liabilities of previously owned businesses included in the Consolidated Balance Sheets at December 31, 2011. These estimated payments are based on information currently known to us. However, it is possible that these estimates will vary from actual results if new information becomes available in the future or if there are changes in the facts and circumstances related to these liabilities. Additional discussion regarding these liabilities is included earlier in this Management’s Discussion and Analysis of Financial Condition and Results of Operations in “Contingencies – Environmental, Contingencies – Colt Firearms and Central Moloney,” “Contingencies – Crucible Materials Corporation,” and in Note 20 to the Consolidated Financial Statements.

 

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The table does not include obligations under our pension and postretirement benefit plans, which are included in Note 15 to the Consolidated Financial Statements.

 

ITEM 7A. 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 affect our financial condition, results of operations and cash flows. We manage our exposure to these and other market risks through normal 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.

Interest Rate Risk

We are exposed to interest rate risk as a result of our outstanding debt obligations. The table below provides information about our fixed rate debt obligations as of December 31, 2011. The table represents principal cash flows (in millions) and related weighted average interest rates by expected (contractual) maturity dates.

 

     2012     2013     2014     2015     2016     Thereafter     Total     Fair
Value
 

Fixed rate debt

   $ 1.6      $ 1.5      $ 0.1      $ 172.6      $ 0.1      $ 238.1      $ 414.0      $ 453.2   

Average interest rate

     0.5     0.5     4.4     3.9     4.4     11.0     7.9  

Additionally, we have $4.0 million outstanding on our revolving credit facility, which has a variable interest rate. A change in interest rates on variable-rate debt affects the interest incurred and cash flows, but does not affect the net financial instrument position.

Foreign Currency Risk

We are exposed to foreign currency risks arising from normal business operations. These risks include the translation of local currency balances on our foreign subsidiaries’ balance sheets, intercompany loans with foreign subsidiaries, and transactions denominated in foreign currencies. Our objective is to control our exposure to these risks through our normal operating activities and, where appropriate, through foreign currency forward or option contracts. The following table provides information about our outstanding foreign currency forward and option contracts as of December 31, 2011.

 

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Transaction Type

   Notional Amount
Outstanding in
Millions of U.S.
Dollars (USD)
     Maturity Dates   

Exchange Rate Ranges

Forward Contracts

        

Buy euro/sell USD

   $ 31.4       Jan 2012 – Jan 2013    1.294 to 1.453 USD/euro

Buy euro/sell British pound

     24.7       Jan 2012    0.839 euro/pound

Sell USD/buy Australian dollar

     9.3       Jan 2012 – Dec 2012    0.942 to 1.045 USD/Australian dollar

Buy USD/sell Australian dollar

     9.3       Jan 2012 – Dec 2012    0.942 to 1.045 USD/Australian dollar

Sell British pound/buy Australian dollar

     9.2       Jan 2012    1.544 Australian dollar/pound

Buy USD/sell euro

     9.0       Jan 2012 – Dec 2012    1.301 to 1.453 USD/euro

Buy Australian dollar/sell Canadian dollar

     5.4       Jun 2012    1.008 Australian dollar/Canadian dollar

Buy Canadian dollar/sell Australian dollar

     5.4       Jun 2012    1.008 Australian dollar/Canadian Dollar

Sell USD/buy Canadian dollar

     3.2       Jan 2012 – Dec 2012    0.948 to 1.045 Canadian dollar/USD

Buy USD/sell Canadian dollar

     3.2       Jan 2012 – Dec 2012    0.948 to 1.045 Canadian dollar/USD

Sell euro/buy Canadian dollar

     2.8       Jan 2012    1.577 Canadian dollar/euro

Buy euro/sell Singapore dollar

     2.0       Jan 2012    1.689 Singapore dollar/euro

Sell Mexican peso/buy USD

     1.6       Jan 2012 – Dec 2012    11.735 to 14.118 peso/USD

Buy Mexican peso/sell USD

     1.6       Jan 2012 – Dec 2012    11.735 to 14.118 peso/USD

Sell British pound/buy Swiss franc

     1.5       Jan 2012    1.470 franc/pound

Buy British pound/sell euro

     1.4       Jan 2012 – Dec 2012    0.836 to 0.875 pound/euro

Buy Mexican peso/sell British pound

     1.0       Jan 2012    21.695 peso/pound

Buy USD/sell Thai baht

     0.5       Feb 2012 – Jun 2012    30.950 to 31.535 Thai baht/USD

Sell euro/buy Thai baht

     0.1       Feb 2012    42.100 Thai baht/euro
  

 

 

       
     122.6         

Option Contracts

        

Buy Brazilian real/sell USD

     1.6       May 2012    1.685 real/USD

Sell Brazilian real/buy USD

     1.3       May 2012    2.115 real/USD
  

 

 

       
     2.9         
   $ 125.5         
  

 

 

       

 

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

ENPRO INDUSTRIES, INC.

Index to Consolidated Financial Statements

 

     Page  

Report of Independent Registered Public Accounting Firm

     56   

Consolidated Statements of Operations for the years ended December 31, 2011, 2010 and 2009

     58   

Consolidated Statements of Cash Flows for the years ended December 31, 2011, 2010 and 2009

     59   

Consolidated Balance Sheets as of December 31, 2011 and 2010

     61   

Consolidated Statements of Changes in Shareholders’ Equity for the years ended December  31, 2011, 2010 and 2009

     62   

Notes to Consolidated Financial Statements

     63   

Schedule II – Valuation and Qualifying Accounts for the years ended December  31, 2011, 2010 and 2009

     104   

 

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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Not applicable.

 

ITEM 9A. CONTROLS AND PROCEDURES

Disclosure 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. 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.

Management does not expect our disclosure controls and procedures or internal controls to prevent all errors and all fraud. A control system, no matter how well conceived or operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance all control issues and instances of fraud, if any, within the company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with polices or procedures. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

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.

In addition, no change in our internal control over financial reporting has occurred during the quarter ended December 31, 2011, which has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) under the Exchange Act. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in

 

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accordance with generally accepted accounting principles. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with policies and procedures may deteriorate. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

We carried out an evaluation, under the supervision and with the participation of our chief executive officer and our chief financial officer, of the effectiveness of our internal control over financial reporting as of the end of the period covered by this report. However, the assessment did not include the following operations we acquired within the past year, none of which, individually or in the aggregate, would be considered significant under Rule 1-02(w) of Regulation S-X of the SEC: Rome Tool and Die; Pipeline Seal and Insulator, Inc.; MidWestern; Tara Technologies Corporation; and PI Bearing Technologies. In making this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework. Based on our assessment, we have concluded, as of December 31, 2011, our internal control over financial reporting was effective based on those criteria.

The effectiveness of our internal control over financial reporting as of December 31, 2011, has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears in this Annual Report on Form 10-K.

 

ITEM 9B. OTHER INFORMATION

Not applicable.

PART III

 

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Information concerning our directors and officers appearing under the captions “Election of Directors,” “Legal Proceedings,” “Corporate Governance Policies and Practices,” and information under the caption “Security Ownership of Certain Beneficial Owners and Management – Section 16(a) Beneficial Ownership Reporting Compliance” in our definitive proxy statement for the 2012 annual meeting of shareholders is incorporated herein by reference.

We have adopted a written code of business conduct that applies to all of our directors, officers and employees, including our principal executive officer, principal financial officer and principal accounting officer. The Code is available on our Internet site at www.enproindustries.com. We intend to disclose on our Internet site any substantive changes to the Code and any waivers granted under the Code to the specified officers.

 

ITEM 11. EXECUTIVE COMPENSATION

A description of the compensation of our executive officers is set forth under the caption “Executive Compensation” in our definitive proxy statement for the 2012 annual meeting of shareholders and is incorporated herein by reference.

 

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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Security ownership data appearing under the caption “Security Ownership of Certain Beneficial Owners and Management” in our definitive proxy statement for the 2012 annual meeting of shareholders is incorporated herein by reference.

The table below contains information as of December 31, 2011, with respect to our Amended and Restated 2002 Equity Compensation Plan, the only compensation plan or arrangement (other than our tax-qualified plans) under which we have options, warrants or rights to receive equity securities authorized for issuance.

 

Plan Category

   Number of Securities
to be Issued Upon
Exercise of Outstanding
Options, Warrants
and Rights
    Weighted-Average
Exercise Price of
Outstanding Options,
Warrants and Rights
    Number of Securities
Remaining Available for
Future Issuance Under

Equity Compensation
Plans (Excluding
Securities Reflected in
Column (a))
 
     (a)     (b)     (c)  

Equity compensation plans approved by security holders

     998,275  (1)    $ 27.23  (2)      672,569   

Equity compensation plans not approved by security holders

     —          —          —     

Total

     998,275  (1)    $ 27.23  (2)      672,569   

 

(1) Includes shares issuable under restricted share unit awards and performance shares awarded under our Amended and Restated 2002 Equity Compensation Plan at the maximum levels payable for the 2010 – 2012 and 2011 – 2013 performance cycles.
(2) The weighted average exercise price does not take into account awards of performance shares, phantom shares or restricted share units. Information with respect to these awards is incorporated by reference to the information appearing under the captions “Corporate Governance Policies and Practices – Director Compensation” and “Executive Compensation – Grants of Plan Based Awards – LTIP Awards” in our definitive proxy statement for the 2012 annual meeting of shareholders.

Information concerning the inducement awards granted in 2008 to our Chief Executive Officer outside of our Amended and Restated 2002 Equity Compensation Plan is incorporated by reference to the information appearing under the caption “Executive Compensation – Employment Agreement” in our definitive proxy statement for the 2012 annual meeting of shareholders.

 

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Information concerning the independence of our directors is set forth under the caption “Corporate Governance Policies and Practices – Director Independence” in our definitive proxy statement for the 2012 annual meeting of shareholders and is incorporated herein by reference.

 

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ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Information appearing under the caption “Independent Registered Public Accounting Firm” in our definitive proxy statement for the 2012 annual meeting of shareholders is incorporated herein by reference.

PART IV

 

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

 

(a) The following documents are filed as part of this report:

 

  1. Financial Statements

The financial statements filed as part of this report are listed in Part II, Item 8 of this report on the Index to Consolidated Financial Statements.

 

  2. Financial Statement Schedule

Schedule II – Valuation and Qualifying Accounts for the years ended December 31, 2011, 2010 and 2009 appears on page 104.

Other schedules are omitted because of the absence of conditions under which they are required or because the required information is provided in the Consolidated Financial Statements or notes thereto.

 

  3. Exhibits

The exhibits to this report on Form 10-K are listed in the Exhibit Index appearing on pages 51 to 55.

 

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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 27th day of February, 2012.

 

ENPRO INDUSTRIES, INC.
By:  

/s/ Richard L. Magee

  Richard L. Magee
  Senior Vice President, General Counsel and Secretary
By:  

/s/ Donald G. Pomeroy

  Donald G. Pomeroy
  Chief Accounting Officer, Vice President and Controller (Principal Accounting Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons, or in their behalf by their duly appointed attorney-in-fact, on behalf of the registrant in the capacities and on the date indicated.

 

Signatures

  

Title

 

Date

/s/ Stephen E. Macadam

Stephen E. Macadam

  

President and

Chief Executive Officer

(Principal Executive Officer) and Director

  February 27, 2012

/s/ Alexander W. Pease

   Senior Vice President and   February 27, 2012

Alexander W. Pease

   Chief Financial Officer  

/s/ Gordon D. Harnett

   Chairman of the Board and Director   February 27, 2012

Gordon D. Harnett*

    

/s/ J. P. Bolduc

   Director   February 27, 2012

J. P. Bolduc*

    

/s/ Peter C. Browning

   Director   February 27, 2012

Peter C. Browning*

    

/s/ B. Bernard Burns, Jr.

   Director   February 27, 2012

B. Bernard Burns, Jr.*

    

/s/ Diane C. Creel

   Director   February 27, 2012

Diane C. Creel*

    

/s/ David L. Hauser

   Director   February 27, 2012

David L. Hauser*

    

/s/ Wilbur J. Prezzano, Jr.

   Director   February 27, 2012

Wilbur J. Prezzano, Jr.*

    

 

* By:  

/s/ Richard L. Magee

  Richard L. Magee, Attorney-in-Fact

 

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EXHIBIT INDEX

 

  2.1

   Purchase Agreement dated as of December 18, 2009 among EnPro Industries, Inc., Coltec Industries Inc, Fulcrum Acquisition LLC and Atlas Copco (China) Investment Company Ltd. (incorporated by reference to Exhibit 10.1 to the Form 8-K of EnPro Industries, Inc. on December 21, 2009 (File No. 001-31225))

  3.1

   Restated Articles of Incorporation of EnPro Industries, Inc. (incorporated by reference to Exhibit 3.1 to the Form 10-Q for the period ended June 30, 2008 filed by EnPro Industries, Inc. (File No. 001-31225))

  3.2

   Amended Bylaws of EnPro Industries, Inc. (incorporated by reference to Exhibit 99.1 to the Form 8-K dated December 12, 2007 filed by EnPro Industries, Inc. (File No. 001-31225))

  4.1

   Form of certificate representing shares of common stock, par value $0.01 per share, of EnPro Industries, Inc. (incorporated by reference to Amendment No. 4 of the Registration Statement on Form 10 of EnPro Industries, Inc. (File No. 001-31225))

  4.2

   Rights Agreement between EnPro Industries, Inc. and The Bank of New York, as rights agent (incorporated by reference to Exhibit 4.7 to the Registration Statement on Form S-8 filed by EnPro Industries, Inc., the EnPro Industries, Inc. Retirement Savings Plan for Hourly Workers and the EnPro Industries, Inc. Retirement Savings Plan for Salaried Workers (File No. 333-89576))

  4.5

   Indenture dated as of October 26, 2005 between EnPro Industries, Inc. and Wachovia Bank, National Association, as trustee (incorporated by reference to Exhibit 10.1 to the Form 8-K dated October 26, 2005 filed by EnPro Industries, Inc. (File No. 001-31225))

10.1

   Form of Indemnification Agreement for directors and officers (incorporated by reference to Exhibit 10.5 to Amendment No. 3 of the Registration Statement on Form 10 of EnPro Industries, Inc. (File No. 001-31225))

10.2+

   EnPro Industries, Inc. 2002 Equity Compensation Plan (2009 Amendment and Restatement) (incorporated by reference to Appendix A to the Proxy Statement on Schedule 14A filed on March 24, 2009 by EnPro Industries, Inc. (File No. 001-31225))

10.3+

   EnPro Industries, Inc. Senior Executive Annual Performance Plan (incorporated by reference to Appendix A to the Proxy Statement on Schedule 14A dated March 22, 2007 filed by EnPro Industries, Inc. (File No. 001-31225))

10.4+

   EnPro Industries, Inc. Long-Term Incentive Plan (incorporated by reference to Appendix B to the Proxy Statement on Schedule 14A dated March 22, 2007 filed by EnPro Industries, Inc. (File No. 001-31225))

10.5+

   Form of EnPro Industries, Inc. Long-Term Incentive Plan Award Grant (incorporated by reference to Exhibit 10.5 to the Form 10-K for the year ended December 31, 2007 filed by EnPro Industries, Inc. (File No. 001-31225))

10.6+

   Form of EnPro Industries, Inc. Phantom Share Award Grant for Outside Directors (2005 Amendment and Restatement) (incorporated by reference to Exhibit 10.6 to the Form 10-K for the year ended December 31, 2007 filed by EnPro Industries, Inc. (File No. 001-31225))

 

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10.7+

   Form of EnPro Industries, Inc. Restricted Share Award Agreement (incorporated by reference to Exhibit 10.1 to the Form 8-K dated February 14, 2008 filed by EnPro Industries, Inc. (File No. 001-31225))

10.8+

   Form of EnPro Industries, Inc. Restricted Share Units Award Agreement (incorporated by reference to Exhibit 10.1 to the Form 8-K dated April 29, 2009 filed by EnPro Industries, Inc. (File No. 001-31225))

10.9+

   Form of EnPro Industries, Inc. Restricted Share Units Award Agreement (incorporated by reference to Exhibit 10.9 to the Form 10-K for the year ended December 31, 2009 filed by EnPro Industries, Inc. (File No. 001-31225)).

10.10+

   EnPro Industries, Inc. Defined Benefit Restoration Plan (amended and restated effective as of January 1, 2007) (incorporated by reference to Exhibit 10.25 to the Form 10-K for the year ended December 31, 2006 filed by EnPro Industries, Inc. (File No. 001-31225))

10.11+

   EnPro Industries, Inc. Deferred Compensation Plan (as amended and restated effective October 27, 2009) (incorporated by reference to Exhibit 10.11 to the Form 10-K for the year ended December 31, 2009 filed by EnPro Industries, Inc. (File No. 001-31225)).

10.12+

   EnPro Industries, Inc. Deferred Compensation Plan for Non-Employee Directors (as amended and restated effective February 12, 2008) (incorporated by reference to Exhibit 10.1 to the Form 10-Q for the period ended March 31, 2008 filed by EnPro Industries, Inc. (File No. 001-31225))

10.13+

   EnPro Industries, Inc. Outside Directors’ Phantom Share Plan (incorporated by reference to Exhibit 10.14 to the Form 10-K for the year ended December 31, 2002 filed by EnPro Industries, Inc. (File No. 001-31225))

10.14

   Second Amended and Restated Loan and Security Agreement, dated March 31, 2011, by and among Coltec Industries Inc, Coltec Industrial Products LLC, GGB LLC, Corrosion Control Corporation, Stemco LP and STEMCO Kaiser Incorporated, as Borrowers; EnPro Industries, Inc, as Parent; Coltec International Services Co, GGB, Inc., Stemco Holdings, Inc., Compressor Products Holdings, Inc. and Compressor Services Holdings, Inc., as Subsidiary Guarantors; the various financial institutions listed on the signature pages thereof, as Lenders; Bank of America, N.A., as Agent and Issuing Bank; and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as Sole Lead Arranger and Sole Book Manager (incorporated by reference to Exhibit 10.1 to the Form 8-K dated April 4, 2011 filed by EnPro Industries, Inc. (File No. 001-31225)

10.15

   First Amendment to Second Amended and Restated Loan and Security Agreement, dated September 28, 2011, by and among Coltec Industries Inc, Coltec Industrial Products LLC, GGB LLC, Corrosion Control Corporation, Stemco LP, STEMCO Kaiser Incorporated, Technetics Group LLC, Technetics Group Daytona, Inc., Kenlee Daytona LLC, Applied Surface Technology, Inc. and Belfab, Inc., as Borrowers; EnPro Industries, Inc, as Parent; Coltec International Services Co, GGB, Inc., Stemco Holdings, Inc., Compressor Products Holdings, Inc., Compressor Services Holdings, Inc. and Best Holdings I, Inc., as Subsidiary Guarantors; the various financial institutions listed on the signature pages thereof, as Lenders; and Bank of America, N.A., as collateral and administrative agent for the Lenders (incorporated by reference to Exhibit 10.1 to the Form 8-K dated October 3, 2011 filed by EnPro Industries, Inc. (File No. 001-31225)

 

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10.16+

   Executive Employment Agreement dated March 10, 2008 between EnPro Industries, Inc. and Stephen E. Macadam (incorporated by reference to Exhibit 10.1 to the Form 8-K dated March 10, 2008 filed by EnPro Industries, Inc., (File No. 001-31225))

10.17+

   Amendment to Executive Employment Agreement dated as of August 4, 2010 between EnPro Industries, Inc. and Stephen E. Macadam incorporated by reference to Exhibit 10.1 to the Form 10-Q for the period ended September 30, 2010 filed by EnPro Industries, Inc., (File No. 001-31225))

10.18+

   Management Continuity Agreement dated as of April 14, 2008 between EnPro Industries, Inc. and Stephen E. Macadam (incorporated by reference to Exhibit 10.13 to the Form 10-K for the year ended December 31, 2008 filed by EnPro Industries, Inc. (File No. 001-31225))

10.19+

   Early Retirement and Release Agreement dated as of August 3, 2011 between EnPro Industries, Inc. and William Dries (incorporated by reference to Exhibit 10.1 to the Form 10-Q for the period ended June 30, 2011 filed by EnPro Industries, Inc. (File No. 001-31225))

10.20+

   Management Continuity Agreement dated as of August 1, 2002 between EnPro Industries, Inc. and Richard L. Magee (incorporated by reference to Exhibit 10.25 to the Form 10-K for the year ended December 31, 2002 filed by EnPro Industries, Inc. (File No. 001-31225))

10.21+

   Management Continuity Agreement dated as of January 30, 2006 between EnPro Industries, Inc. and J. Milton Childress II (incorporated by reference to Exhibit 10.28 to the Form 10-K for the year ended December 31, 2005 filed by EnPro Industries, Inc. (File No. 001-31225))

10.22+

   Management Continuity Agreement dated as of February 11, 2009 between EnPro Industries, Inc. and Orville G. Lunking (incorporated by reference to Exhibit 10.19 to the Form 10-K for the year ended December 31, 2008 filed by EnPro Industries, Inc. (File No. 001-31225))

10.23+

   Management Continuity Agreement dated May 21, 2008 between EnPro Industries, Inc. and Robert P. McKinney (incorporated by reference to Exhibit 10.1 to the Form 10-Q for the period ended March 31, 2010 filed by EnPro Industries, Inc. (File No. 001-31225))

10.24+

   Management Continuity Agreement dated as of August 25, 2008 between EnPro Industries, Inc. and Dale A. Herold (incorporated by reference to Exhibit 10.21 to the Form 10-K for the year ended December 31, 2009 filed by EnPro Industries, Inc. (File No. 001-31225))

10.25+

   Management Continuity Agreement dated as of October 27, 2009 between EnPro Industries, Inc. and Kenneth Walker (incorporated by reference to Exhibit 10.22 to the Form 10-K for the year ended December 31, 2009 filed by EnPro Industries, Inc. (File No. 001-31225))

10.26+

   Management Continuity Agreement dated as of May 5, 2010 between EnPro Industries, Inc. and Robert S. McLean (incorporated by reference to Exhibit 10.1 to the Form 10-Q for the period ended June 30, 2010 filed by EnPro Industries, Inc. (File No. 001-31225))

10.27+

   Management Continuity Agreement dated as of September 1, 2007 between EnPro Industries, Inc. and Donald G. Pomeroy II (incorporated by reference to Exhibit 10.1 to the Form 8-K dated August 17, 2007 filed by EnPro Industries, Inc. (File No. 001-31225))

10.28+*

   Management Continuity Agreement dated as of December 15, 2011 between EnPro Industries, Inc. and Marvin A. Riley

 

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10.29+

   Death Benefits Agreement dated as of December 12, 2002 between EnPro Industries, Inc. and William Dries (incorporated by reference to Exhibit 10.31 to the Form 10-K for the year ended December 31, 2002 filed by EnPro Industries, Inc. (File No. 001-31225))

10.30+

   Death Benefits Agreement dated as of December 12, 2002 between EnPro Industries, Inc. and Richard L. Magee (incorporated by reference to Exhibit 10.33 to the Form 10-K for the year ended December 31, 2002 filed by EnPro Industries, Inc. (File No. 001-31225))

10.31+

   Supplemental Retirement and Death Benefits Agreement dated as of November 8, 2005 between EnPro Industries, Inc. and William Dries (incorporated by reference to Exhibit 10.2 to the Form 10-Q for the quarter ended September 30, 2005 filed by EnPro Industries, Inc. (File No. 001-31225))

10.32+

   Amendment to Supplemental Retirement and Death Benefits Agreement dated as of December 11, 2009 between EnPro Industries, Inc. and William Dries (incorporated by reference to Exhibit 10.1 to the Form 8-K dated December 15, 2009 filed by EnPro Industries, Inc. (File No. 001-31225))

10.33+

   Supplemental Retirement and Death Benefits Agreement dated as of November 8, 2005 between EnPro Industries, Inc. and Richard L. Magee (incorporated by reference to Exhibit 10.3 to the Form 10-Q for the quarter ended September 30, 2005 filed by EnPro Industries, Inc. (File No. 001-31225))

10.34+

   Amendment to Supplemental Retirement and Death Benefits Agreement dated as of December 11, 2009 between EnPro Industries, Inc. and Richard L. Magee (incorporated by reference to Exhibit 10.2 to the Form 8-K dated December 15, 2009 filed by EnPro Industries, Inc. (File No. 001-31225))

10.35+

   EnPro Industries, Inc. Senior Officer Severance Plan (effective as of August 4, 2010) (incorporated by reference to Exhibit 10.34 to the Form 10-K for the year ended December 31, 2010 filed by EnPro Industries, Inc. (File No. 001-31225))

10.36

   Variable Term Accelerated Share Repurchase Transaction dated March 3, 2008 between EnPro Industries, Inc. and Credit Suisse International (incorporated by reference to Exhibit 10.1 to the Form 8-K dated March 3, 2008 filed by EnPro Industries, Inc. (File No. 001-31225))

10.37

   Settlement Agreement dated as of April 11, 2008 among EnPro Industries, Inc. and Steel Partners II, L.P., Steel Partners II GP LLC, Steel Partners II Master Fund L.P., Steel Partners LLC, Warren G. Lichtenstein, James R. Henderson, John J. Quicke, Kevin C. King, Don DeFosset and Delyle Bloomquist (incorporated by reference to Exhibit 10.1 to the Form 8-K dated April 11, 2008 filed by EnPro Industries, Inc. (File No. 001-31225))

10.38+*

   Summary of Executive and Director Compensation Arrangements

21*

   List of Subsidiaries

23.1*

   Consent of PricewaterhouseCoopers LLP

23.2*

   Consent of Bates White, LLC

24.1*

   Power of Attorney from J. P. Bolduc

24.2*

   Power of Attorney from Peter C. Browning

 

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24.3*

   Power of Attorney from B. Bernard Burns, Jr.

24.4*

   Power of Attorney from Diane C. Creel

24.5*

   Power of Attorney from Gordon D. Harnett

24.6*

   Power of Attorney from David L. Hauser

24.7*

   Power of Attorney from Wilbur J. Prezzano, Jr.

31.1*

   Certification of Chief Executive Officer pursuant to Rule 13a – 14(a)/15d – 14(a)

31.2*

   Certification of Chief Financial Officer pursuant to Rule 13a – 14(a)/15d – 14(a)

32*

   Certification pursuant to Section 1350

 

* Items marked with an asterisk are filed herewith.
+ Management contract or compensatory plan required to be filed under Item 15(c) of this report and Item 601 of Regulation S-K of the Securities and Exchange Commission.

 

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of EnPro Industries, Inc.:

In our opinion, the consolidated financial statements, listed in the index appearing under Item 8 of the Form 10-K, present fairly, in all material respects, the financial position of EnPro Industries, Inc. and its consolidated subsidiaries at December 31, 2011 and 2010, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2011 in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedule listed in the index appearing under Item 8 of the Form 10-K presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2011, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company’s management is responsible for these financial statements and financial statement schedule, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on these financial statements, on the financial statement schedule, and on the Company’s internal control over financial reporting based on our integrated audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

 

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Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

As described in Management’s Report on Internal Control over Financial Reporting appearing under Item 9A, management has excluded Rome Tool and Die, Pipeline Seal and Insulator, Inc. Mid Western, Tara Technologies Corporation, and PI Bearing Technologies (the ‘Acquired Entities’) from its assessment of internal control over financial reporting as of December 31, 2011 because they were acquired by the Company through several purchase business combinations during 2011. We have also excluded the Acquired Entities from our audit of internal control over financial reporting. The Acquired Entities are wholly-owned subsidiaries whose total assets and total revenues represent 21% and 14%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2011.

/s/ PricewaterhouseCoopers LLP

Charlotte, North Carolina

February 27, 2012

 

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FINANCIAL INFORMATION

ENPRO INDUSTRIES, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

Years Ended December 31, 2011, 2010 and 2009

(in millions, except per share data)

 

     2011     2010     2009  

Net sales

   $ 1,105.5      $ 865.0      $ 803.0   

Cost of sales

     726.5        541.0        523.8   
  

 

 

   

 

 

   

 

 

 

Gross profit

     379.0        324.0        279.2   
  

 

 

   

 

 

   

 

 

 

Operating expenses:

      

Selling, general and administrative expenses

     275.0        242.9        224.3   

Asbestos-related expenses

     —          23.3        135.5   

Goodwill impairment charge

     —          —          113.1   

Other operating expenses

     2.3        3.4        10.5   
  

 

 

   

 

 

   

 

 

 
     277.3        269.6        483.4   
  

 

 

   

 

 

   

 

 

 

Operating income (loss)

     101.7        54.4        (204.2

Interest expense

     (40.8     (27.5     (12.3

Interest income

     1.2        1.6        0.9   

Gain on deconsolidation of GST

     —          54.1        —     

Other income

     2.9        —          17.4   
  

 

 

   

 

 

   

 

 

 

Income (loss) from continuing operations before income taxes

     65.0        82.6        (198.2

Income tax benefit (expense)

     (20.8     (21.3     54.6   
  

 

 

   

 

 

   

 

 

 

Income (loss) from continuing operations

     44.2        61.3        (143.6

Income from discontinued operations, net of taxes

     —          94.1        4.3   
  

 

 

   

 

 

   

 

 

 

Net income (loss)

   $ 44.2      $ 155.4      $ (139.3
  

 

 

   

 

 

   

 

 

 

Basic earnings (loss) per share:

      

Continuing operations

   $ 2.15      $ 3.01      $ (7.19

Discontinued operations

     —          4.63        0.22   
  

 

 

   

 

 

   

 

 

 

Net income (loss) per share

   $ 2.15      $ 7.64      $ (6.97
  

 

 

   

 

 

   

 

 

 

Diluted earnings (loss) per share:

      

Continuing operations

   $ 2.06      $ 2.96      $ (7.19

Discontinued operations

     —          4.55        0.22   
  

 

 

   

 

 

   

 

 

 

Net income (loss) per share

   $ 2.06      $ 7.51      $ (6.97
  

 

 

   

 

 

   

 

 

 

See notes to Consolidated Financial Statements.

 

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ENPRO INDUSTRIES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

Years Ended December 31, 2011, 2010 and 2009

(in millions)

 

     2011     2010     2009  

OPERATING ACTIVITIES OF CONTINUING OPERATIONS

      

Net income (loss)

   $ 44.2      $ 155.4      $ (139.3

Adjustments to reconcile net income (loss) to net cash provided by operating activities of continuing operations:

      

Income from discontinued operations, net of taxes

     —          (94.1     (4.3

Taxes related to sale of discontinued operations

     —          (50.9     —     

Gain on deconsolidation of GST, net of taxes

     —          (33.8     —     

Depreciation

     25.3        23.3        27.0   

Amortization

     23.1        16.3        13.3   

Accretion of debt discount

     6.3        5.8        5.2   

Goodwill impairment charge

     —          —          113.1   

Deferred income taxes

     4.3        (2.4     (67.7

Stock-based compensation

     5.4        6.9        1.8   

Excess tax benefits from stock-based compensation

     (1.0     (0.8     —     

Change in assets and liabilities, net of effects of acquisitions and deconsolidation of businesses:

      

Asbestos liabilities, net of insurance receivables

     —          26.0        95.6   

Accounts and notes receivable

     (31.1     (43.9     29.5   

Inventories

     (12.0     5.2        (8.4

Accounts payable

     12.0        2.1        (0.2

Other current assets and liabilities

     5.8        12.6        (3.5

Other noncurrent assets and liabilities

     (3.7     5.8        (3.1
  

 

 

   

 

 

   

 

 

 

Net cash provided by operating activities of continuing operations

     78.6        33.5        59.0   
  

 

 

   

 

 

   

 

 

 

INVESTING ACTIVITIES OF CONTINUING OPERATIONS

      

Purchases of property, plant and equipment

     (31.5     (21.9     (22.1

Proceeds from liquidation of investments

     —          —          7.4   

Divestiture of business

     —          189.1        —     

Deconsolidation of GST

     —          (29.5     —     

Acquisitions, net of cash acquired

     (228.2     (25.9     (51.1

Other

     1.8        0.1        (0.5
  

 

 

   

 

 

   

 

 

 

Net cash provided by (used in) investing activities of continuing operations

     (257.9     111.9        (66.3
  

 

 

   

 

 

   

 

 

 

FINANCING ACTIVITIES OF CONTINUING OPERATIONS

      

Net repayments of short-term borrowings

     (13.1     (6.1     —     

Proceeds from debt

     53.9        —          —     

Repayments of debt

     (50.1     (0.1     (9.9

Other

     (0.1     1.6        0.4   
  

 

 

   

 

 

   

 

 

 

Net cash used in financing activities of continuing operations

     (9.4     (4.6     (9.5
  

 

 

   

 

 

   

 

 

 

 

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     2011     2010     2009  

CASH FLOWS OF DISCONTINUED OPERATIONS

      

Operating cash flows

     —          1.9           18.1   

Investing cash flows

     —          (0.1     (2.7
  

 

 

   

 

 

   

 

 

 

Net cash provided by discontinued operations

     —          1.8        15.4   
  

 

 

   

 

 

   

 

 

 

Effect of exchange rate changes on cash and cash equivalents

     0.2        (0.2     1.9   
  

 

 

   

 

 

   

 

 

 

Net increase (decrease) in cash and cash equivalents

     (188.5     142.4        0.5   

Cash and cash equivalents at beginning of year

     219.2        76.8        76.3   
  

 

 

   

 

 

   

 

 

 

Cash and cash equivalents at end of year

   $ 30.7      $ 219.2      $ 76.8   
  

 

 

   

 

 

   

 

 

 

Supplemental disclosures of cash flow information:

      

Cash paid during the year for:

      

Interest

   $ 22.9      $ 7.2      $ 7.4   

Income taxes

   $ 35.1      $ 56.5      $ 13.2   

See notes to Consolidated Financial Statements.

 

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ENPRO INDUSTRIES, INC.

CONSOLIDATED BALANCE SHEETS

As of December 31, 2011 and 2010

(in millions, except share amounts)

 

     2011     2010  

ASSETS

    

Current assets

    

Cash and cash equivalents

   $ 30.7      $ 219.2   

Accounts and notes receivable, less allowance for doubtful accounts of $4.6 in 2011 and $3.6 in 2010

     195.3        142.1   

Inventories

     112.6        77.0   

Prepaid expenses and other current assets

     44.1        38.6   
  

 

 

   

 

 

 

Total current assets

     382.7        476.9   

Property, plant and equipment

     164.2        140.2   

Goodwill

     201.2        112.1   

Other intangible assets

     195.7        115.1   

Investment in GST

     236.9        236.9   

Other assets

     71.4        67.1   
  

 

 

   

 

 

 

Total assets

   $ 1,252.1      $ 1,148.3   
  

 

 

   

 

 

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

    

Current liabilities

    

Short-term borrowings

   $ 9.9      $ 22.1   

Notes payable to GST

     10.2        —     

Current maturities of long-term debt

     1.6        —     

Accounts payable

     83.9        57.5   

Accrued expenses

     119.5        100.3   
  

 

 

   

 

 

 

Total current liabilities

     225.1        179.9   

Long-term debt

     148.6        135.8   

Notes payable to GST

     227.2        227.2   

Pension liability

     108.7        84.1   

Other liabilities

     48.4        44.9   
  

 

 

   

 

 

 

Total liabilities

     758.0        671.9   
  

 

 

   

 

 

 

Commitments and contingencies

    

Shareholders’ equity

    

Common stock – $.01 par value; 100,000,000 shares authorized; issued 20,779,237 shares at December 31, 2011 and 20,641,804 shares at December 31, 2010

     0.2        0.2   

Additional paid-in capital

     418.1        411.3   

Retained earnings

     104.9        60.7   

Accumulated other comprehensive income (loss)

     (27.7     5.6   

Common stock held in treasury, at cost – 206,306 shares at December 31, 2011 and 209,063 shares at December 31, 2010

     (1.4     (1.4
  

 

 

   

 

 

 

Total shareholders’ equity

     494.1        476.4   
  

 

 

   

 

 

 

Total liabilities and shareholders’ equity

   $ 1,252.1      $ 1,148.3   
  

 

 

   

 

 

 

See notes to Consolidated Financial Statements.

 

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ENPRO INDUSTRIES, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

Years Ended December 31, 2011, 2010 and 2009

(dollars and shares in millions)

 

     Common Stock     

Additional

Paid-in

    

Retained

Earnings

(Accumulated

   

Accumulated

Other

Comprehensive

    Treasury    

Total

Shareholders’

 
     Shares      Amount      Capital      Deficit)     Income (Loss)     Stock     Equity  

Balance, December 31, 2008

     19.8       $ 0.2       $ 400.2       $ 44.6      $ (17.4   $ (1.5   $ 426.1   

Net loss

     —           —           —           (139.3     —          —          (139.3

Other comprehensive income:

                 

Cumulative translation adjustment

     —           —           —           —          15.6        —          15.6   

Pension and other postretirement benefit plans

     —           —           —           —          6.6        —          6.6   
                 

 

 

 

Total comprehensive loss

                    (117.1

Exercise of stock options and other incentive plan activity

     0.4         —           2.5         —          —          0.1        2.6   
  

 

 

    

 

 

    

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Balance, December 31, 2009

     20.2         0.2         402.7         (94.7     4.8        (1.4     311.6   

Net income

     —           —           —           155.4        —          —          155.4   

Other comprehensive income:

                 

Cumulative translation adjustment

     —           —           —           —          (8.5     —          (8.5

Pension and other postretirement benefit plans

     —           —           —           —          10.8        —          10.8   

Loss on cash flow hedges

     —           —           —           —          (1.5     —          (1.5
                 

 

 

 

Total comprehensive income

                    156.2   

Exercise of stock options and other incentive plan activity

     0.2         —           8.6         —          —          —          8.6   
  

 

 

    

 

 

    

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Balance, December 31, 2010

     20.4         0.2         411.3         60.7        5.6        (1.4     476.4   

Net income

     —           —           —           44.2        —          —          44.2   

Other comprehensive income:

                 

Cumulative translation adjustment

     —           —           —           —          (7.9     —          (7.9

Pension and other postretirement benefit plans

     —           —           —           —          (25.8     —          (25.8

Gain on cash flow hedges

     —           —           —           —          0.4        —          0.4   
                 

 

 

 

Total comprehensive income

                    10.9   

Exercise of stock options and other incentive plan activity

     0.2         —           6.8         —          —          —          6.8   
  

 

 

    

 

 

    

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Balance, December 31, 2011

     20.6       $ 0.2       $ 418.1       $ 104.9      $ (27.7   $ (1.4   $ 494.1   
  

 

 

    

 

 

    

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

See notes to Consolidated Financial Statements.

 

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ENPRO INDUSTRIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

1.   Overview, Significant Accounting Policies and Recently Issued Accounting Pronouncements

Overview

EnPro Industries, Inc. (“EnPro” or the “Company”) is a leader in the design, development, manufacturing and marketing of proprietary engineered industrial products, which include primarily sealing products, self-lubricating, non-rolling bearing products, precision engineered components and lubrication systems for reciprocating compressors, and heavy-duty, medium-speed diesel, natural gas and dual fuel reciprocating engines, including parts and services for engines.

Summary of Significant Accounting Policies

Principles of Consolidation – The Consolidated Financial Statements reflect the accounts of the Company and its majority-owned and controlled subsidiaries. All intercompany accounts and transactions between the Company’s consolidated operations have been eliminated.

Use of Estimates – The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

Reclassifications – Certain prior year amounts in the accompanying prior year annual financial statements have been reclassified to conform with the current year presentation.

Revenue Recognition – Revenue is recognized at the time title and risk of product ownership is transferred or when services are rendered with the exception of engine revenue recognition in the Engine Products and Services segment as described in the following three paragraphs. Shipping costs billed to customers are recognized as revenue and expensed in cost of goods sold.

During the third quarter of 2011, the Engine Products and Services segment began using percentage-of-completion (“POC”) accounting for new and nearly new engine contracts rather than the completed-contract method. The Company made this change because, as a result of enhancements to its financial management and reporting systems, it is able to reasonably estimate the revenue, costs, and progress towards completion of engine builds. If the Company is not able to meet those conditions for a particular engine contract, it recognizes revenues using the completed-contract method. Progress towards completion is measured by reference to costs incurred to date as a percentage of estimated total project costs.

Recognized revenues and profits are subject to revisions during the engine build period in the event the assumptions regarding the overall contract outcome are revised. The cumulative effect of a revision in estimates is recorded in the period such a revision becomes likely and estimable. Losses on contracts in progress are recognized in the period a loss becomes likely and estimable. Contracts accounted for under the POC method accounted for revenues and operating income of $9.6 million and $1.5 million, respectively, for the year ended December 31, 2011.

The Engine Products and Services segment will continue to use the completed-contract method for engines in production at June 30, 2011. Revenue recognition for Engine Products and Services’ parts and services revenue did not change nor did the revenue recognition policy for the Sealing Products or Engineered Products segment.

 

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Foreign Currency Translation – The financial statements of those operations whose functional currency is a foreign currency are translated into U.S. dollars using the current rate method. Under this method, all assets and liabilities are translated into U.S. dollars using current exchange rates, and income statement activities are translated using average exchange rates. The foreign currency translation adjustment is reflected in the Consolidated Statements of Changes in Shareholders’ Equity and is included in accumulated other comprehensive income (loss) in the Consolidated Balance Sheets. Gains and losses on foreign currency transactions are included in operating income. Foreign currency transaction gains (losses) totaled $(0.9) million, $2.1 million, and $(0.9) million for 2011, 2010, and 2009, respectively.

Research and Development Expense – Costs related to research and development activities are expensed as incurred. The Company performs research and development under Company-funded programs for commercial products. Total research and development expenditures in 2011, 2010, and 2009 were $14.6 million, $12.4 million, and $12.1 million, respectively, and are included in selling, general and administrative expenses in the Consolidated Statements of Operations.

Income Taxes – The Company uses the asset and liability method of accounting for income taxes. Temporary differences arising between the tax basis of an asset or liability and its carrying amount on the Consolidated Balance Sheet are used to calculate future income tax assets or liabilities. This method also requires the recognition of deferred tax benefits, such as net operating loss carryforwards. Valuation allowances are recorded to reduce deferred tax assets when it is more likely than not that a tax benefit will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income (losses) in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

Cash and Cash Equivalents – Cash and cash equivalents include cash on hand, demand deposits and highly liquid investments with a maturity of three months or less at the time of purchase.

Receivables – Accounts receivable are stated at the historical carrying amount net of write-offs and allowance for doubtful accounts. The Company establishes an allowance for doubtful accounts receivable based on historical experience and any specific customer collection issues the Company has identified. Doubtful accounts receivable are written off when a settlement is reached for an amount less than the outstanding historical balance or when the Company has determined the balance will not be collected.

The balances billed but not paid by customers pursuant to retainage provisions in long-term contracts and programs are due upon completion of the contracts and acceptance by the owner. At December 31, 2011, the Company had $5.5 million of retentions expected to be collected in 2012 recorded in accounts and notes receivable and $0.7 million of retentions expected to be collected beyond 2012 recorded in other long-term assets in the Consolidated Balance Sheets. At December 31, 2010, the Company had $4.9 million of current retentions and $1.9 million of long-term retentions recorded in the Consolidated Balance Sheets.

Inventories – Certain domestic inventories are valued by the last-in, first-out (“LIFO”) cost method. Inventories not valued by the LIFO method, other than inventoried costs relating to long-term contracts and programs, are valued using the first-in, first-out (“FIFO”) cost method, and are recorded at the lower of cost or market. Approximately 33% and 37% of inventories were valued by the LIFO method in 2011 and 2010, respectively.

 

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Inventoried costs relating to long-term contracts and programs are stated at the actual production cost, including factory overhead, incurred to date. Progress payments related to long-term contracts and programs are shown as a reduction of inventories. Initial program start-up costs and other nonrecurring costs are expensed as incurred. Inventoried costs relating to long-term contracts and programs are reduced by any amounts in excess of estimated realizable value.

Property, Plant and Equipment – Property, plant and equipment are recorded at cost. Depreciation of plant and equipment is determined on the straight-line method over the following estimated useful lives of the assets: buildings and improvements, 3 to 40 years; machinery and equipment, 3 to 16 years.

Goodwill and Other Intangible Assets – Goodwill represents the excess of the purchase price over the fair value of the net assets of acquired businesses. Goodwill is not amortized, but instead is subject to annual impairment testing conducted each year as of October 1. The goodwill asset impairment test involves comparing the fair value of a reporting unit to its carrying amount. If the carrying amount of a reporting unit exceeds its fair value, a second step of comparing the implied fair value of the reporting unit’s goodwill to the carrying amount of that goodwill is required to measure the potential goodwill impairment loss. Interim tests may be required if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount.

To estimate the fair value of its reporting units, the Company uses both discounted cash flow and market valuation approaches. The discounted cash flow approach uses cash flow projections to calculate the fair value of each reporting unit while the market approach relies on market multiples of similar companies. The key assumptions used for the discounted cash flow approach include business projections, growth rates, and discount rates. The discount rate the Company uses is based on its weighted average cost of capital. For the market approach, the Company chooses a group of 18 companies it believes are representative of its diversified industrial peers.

The Company completed its required annual impairment tests of goodwill as of October 1, 2011, 2010, and 2009. These assessments did not indicate any impairment of the goodwill. Based on the results of the 2011 test, the Company determined all reporting units had fair values in excess of carrying values.

During the second quarter of 2009, due to the sudden deterioration in the global economic environment, the Company concluded that events had occurred and circumstances had changed which required it to perform an interim period goodwill impairment test at its GGB reporting unit (“GGB”) included in the Engineered Products segment, and its Plastomer Technologies reporting unit (“Plastomer Technologies”) included in the Sealing Products segment. The Company conducted a thorough analysis to compare the fair value of GGB and Plastomer Technologies to the respective carrying values assigned to their net assets. The excess of the fair value of each reporting unit over the carrying value assigned to its assets and liabilities is the implied fair value of its goodwill. Based on the results of the test, the Company determined that the fair values of GGB and Plastomer Technologies were less than the carrying values of their net assets, resulting in an implied fair value for goodwill of zero for each of the reporting units. As a result, the Company recognized a non-cash impairment charge of $113.1 million, which represented the remaining goodwill in these reporting units, in the second quarter of 2009. During the analysis, the Company also tested the fair value of its other reporting units and determined that there was no other goodwill impairment.

Other intangible assets are recorded at cost, or when acquired as a part of a business combination, at estimated fair value. These assets include customer relationships, patents and other technology agreements, trademarks, licenses and non-compete agreements. Intangible assets that have definite lives

 

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are amortized using a method that reflects the pattern in which the economic benefits of the assets are consumed or the straight-line method over estimated useful lives of 2 to 25 years. Intangible assets with indefinite lives are subject to at least annual impairment testing, which compares the fair value of the intangible asset with its carrying amount. The results of these assessments did not indicate any impairment to these intangible assets for the years presented.

Debt – The Company has $172.5 million outstanding in aggregate principal amount of 3.9375% Convertible Senior Debentures (the “Debentures”). Applicable authoritative accounting guidance required that the liability component of the Debentures be recorded at its fair value as of the issuance date. This resulted in the Company recording debt in the amount of $111.2 million as of the 2005 issuance date with the $61.3 million offset to the debt discount being recorded in equity on a net of tax basis. The debt discount, $30.4 million as of December 31, 2011, is being amortized through interest expense until the maturity date of October 15, 2015, resulting in an effective interest rate of approximately 9.5% and a $142.1 million net carrying amount of the liability component at December 31, 2011. As of December 31, 2010, the unamortized debt discount was $36.7 million and the net carrying amount of the liability component was $135.8 million. Interest expense related to the Debentures for the years ended December 30, 2011, 2010 and 2009 includes $6.8 million of contractual interest coupon in each period and $6.3 million, $5.8 million and $5.2 million, respectively, of debt discount amortization.

Derivative Instruments – The Company uses derivative financial instruments to manage its exposure to various risks. The use of these financial instruments modifies the exposure with the intent of reducing the risk to the Company. The Company does not use financial instruments for trading purposes, nor does it use leveraged financial instruments. The counterparties to these contractual arrangements are major financial institutions and GST LLC as described in Note 12. The Company uses multiple financial institutions for derivative contracts to minimize the concentration of credit risk. The current accounting rules require derivative instruments, excluding certain contracts that are issued and held by a reporting entity that are both indexed to its own stock and classified in shareholders’ equity, be reported in the Consolidated Balance Sheets at fair value and that changes in a derivative’s fair value be recognized currently in earnings unless specific hedge accounting criteria are met.

The Company is exposed to foreign currency risks that arise from normal business operations. These risks include the translation of local currency balances on its foreign subsidiaries’ balance sheets, intercompany loans with foreign subsidiaries and transactions denominated in foreign currencies. The Company strives to control its exposure to these risks through its normal operating activities and, where appropriate, through derivative instruments. The Company has entered into contracts to hedge forecasted transactions occurring at various dates through January 2013 that are denominated in foreign currencies. The notional amount of foreign exchange contracts hedging foreign currency transactions was $125.5 million and $112.7 million at December 31, 2011 and 2010, respectively. At December 31, 2011, foreign exchange contracts with notional amounts totaling $53.1 million were accounted for as cash flow hedges. As cash flow hedges, the effective portion of the gain or loss on the contracts was reported in accumulated other comprehensive income (loss) and the ineffective portion was reported in income. Amounts in accumulated other comprehensive income (loss) are reclassified into income, primarily cost of sales, in the period that the hedged transactions affect earnings. The balances of derivative assets are generally recorded in other current assets and the balances of derivative liabilities are generally recorded in other accrued expenses in the Consolidated Balance Sheets. The remaining notional amounts of $72.4 million of foreign exchange contracts, most of which have a maturity date of a month or less, were recorded at their fair market value with changes in market value recorded in income.

Fair Value Measurements – Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.

 

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The Company utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels:

 

   

Level 1: Observable inputs such as quoted prices in active markets for identical assets or liabilities.

 

   

Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.

 

   

Level 3: Unobservable inputs that reflect the reporting entity’s own assumptions.

Recently Issued Accounting Pronouncements

In September 2011, existing accounting guidance regarding goodwill impairment testing was amended. The change gives companies the option to perform a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount and, in some cases, to skip the two-step impairment test. The change is effective for fiscal years beginning after December 15, 2011, and early adoption is permitted. There will be no effect on the Company’s consolidated financial results as the amendment relates only to the method of impairment testing.

In June 2011, accounting guidance was amended to change the presentation of comprehensive income. These changes give an entity the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. The option to present components of other comprehensive income as part of the statement of changes in stockholders’ equity was eliminated. The items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income were not changed. Additionally, no changes were made to the calculation and presentation of earnings per share. These changes become effective for fiscal years beginning after December 15, 2011. The Company is currently evaluating these changes to determine which option will be chosen for the presentation of comprehensive income. Other than the change in presentation, the Company has determined these changes will not have an effect on the consolidated financial results.

In May 2011, existing accounting guidance regarding fair value measurement and disclosure was amended. The clarifying changes relate to the application of the highest and best use and valuation premise concepts, measuring the fair value of an instrument classified in a reporting entity’s shareholders’ equity, and disclosure of quantitative information about unobservable inputs used for Level 3 fair value measurements. These changes become effective for interim and annual periods beginning after December 15, 2011. The Company is currently evaluating the potential impact of these changes on the consolidated financial results and balance sheet.

In December 2010, accounting guidance was amended to clarify the acquisition date that should be used for reporting pro forma financial information for business combinations. If comparative financial statements are presented, the pro forma revenue and earnings of the combined entity for the comparable prior reporting period should be reported as though the acquisition date for all business combinations that occurred during the current year had been completed as of the beginning of the comparable prior annual reporting period. The amendments in this guidance became effective prospectively for business combinations for which the acquisition date is on or after January 1, 2011. There was no effect on the Company’s consolidated financial results as the amendments relate only to additional disclosures.

 

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2.   Acquisitions

In January 2011, the Company acquired the assets of Rome Tool & Die, Inc., a leading supplier of steel brake shoes to the North American heavy-duty truck market. The business is part of Stemco, which is in the Sealing Products segment. Rome Tool & Die’s headquarters and manufacturing facility are located in Rome, Georgia.

In February 2011, the Company acquired the business of Pipeline Seal and Insulator, Inc. and its affiliates (“PSI”), a privately-owned group of companies that manufacture products for the safe flow of fluids through pipeline transmission and distribution systems worldwide. PSI primarily serves the global oil and gas industry and water and wastewater infrastructure markets. The business manufactures flange sealing and flange isolation products; pipeline casing spacers/isolators; casing end seals; the original Link-Seal® modular sealing system for sealing pipeline penetrations into walls, floors, ceilings and bulkheads; hole forming products; manhole infiltration sealing systems; and safety-related signage for pipelines. It operates facilities in the United States, Germany and the United Kingdom, and is included in EnPro’s Garlock group of companies in the Sealing Products segment.

In February 2011, the Company acquired the Mid Western group of companies, a privately-owned business primarily serving the oil and gas drilling, production and processing industries of Western Canada. Mid Western services and rebuilds reciprocating compressors, designs and installs lubrication systems, and services and repairs a variety of other equipment used in the oil and gas industry. The business has locations in Calgary, Edmonton and Grand Prairie, Alberta, and is part of the Company’s Engineered Products segment.

In July 2011, the Company acquired Tara Technologies Corporation, a privately-held company that offers highly engineered products and solutions to the semiconductor, aerospace, energy and medical markets. The business is part of the Technetics Group, which is in the Company’s Sealing Products segment. Tara Technologies Corporation, headquartered in Daytona Beach, Florida, with facilities in San Carlos, California, and Singapore.

In August 2011, the Company acquired PI Bearing Technologies, a privately-held manufacturer of bearing blocks and other bearing products used in fluid power applications. The business, which is located in Waukegan, Illinois is managed as part of GGB Bearing Technology, which is in the Company’s Engineered Products segment.

The acquisitions completed during 2011 were paid for with $228.2 million in cash, which included $99.2 million for the purchase of PSI. Additionally, there were approximately $2.2 million of acquisition-related costs recorded during 2011. The purchase prices of the businesses acquired were allocated to the assets acquired and liabilities assumed based on their estimated fair values. The excess of the purchase prices over the identifiable assets acquired less the liabilities assumed was reflected as goodwill. Goodwill recorded as part of the purchase price allocations was $90.5 million, of which $48.3 million is expected to be tax deductible over a period of up to 15 years. Identifiable intangible assets acquired as part of the acquisitions were $100.8 million, including $1.1 million of indefinite-lived trade names and $99.7 million of definite-lived intangibles, such as customer and distributor relationships, proprietary technology, and trade names, with a weighted average amortization period of approximately 12 years. The following table represents the purchase price allocations:

 

     (in millions)  

Accounts and notes receivable

   $ 24.5   

Inventories

     25.0   

Property, plant and equipment

     21.0   

Goodwill

     90.5   

Other intangible assets

     100.8   

Other assets

     2.3   

Liabilities assumed

     (35.9
  

 

 

 
   $ 228.2   
  

 

 

 

 

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Sales of $155.8 million and pre-tax income of $5.5 million for the acquired companies are included in the Company’s Consolidated Statement of Operations for the year ended December 31, 2011. The following pro forma condensed consolidated financial results of operations for the Company for the years ended December 31, 2011 and 2010, are presented as if the acquisitions had been completed on January 1, 2010:

 

     2011      2010  
     (in millions)  

Pro forma net sales

   $ 1,161.7       $ 1,028.5   

Pro forma net income from continuing operations

     50.9         63.9   

The 2011 supplemental pro forma net income from continuing operations was adjusted to exclude $2.2 million of pre-tax acquisition-related costs and $1.7 million of pre-tax nonrecurring expenses related to the fair value adjustment to acquisition date inventory. The 2010 supplemental pro forma net income from continuing operations was adjusted to include these charges. These pro forma financial results have been prepared for comparative purposes only and do not reflect the effect of synergies that would have been expected to result from the integration of these acquisitions. The pro forma information does not purport to be indicative of the results of operations that actually would have resulted had the combinations occurred on January 1, 2010, or of future results of the consolidated entities.

In September 2010, the Company acquired Hydrodyne, a designer and manufacturer of machined metallic seals and other specialized components used primarily by the space, aerospace and nuclear industries. This business is included in the Company’s Sealing Products segment. In August 2010, the Company acquired CC Technology, Progressive Equipment, Inc. and Premier Lubrication Systems, Inc. These businesses design and manufacture lubrication systems used in reciprocating compressors and are included in the Company’s Engineered Products segment. The acquisitions completed during 2010 were paid for with $25.9 million in cash.

In February 2009, the Company acquired PTM (UK) Limited, a full service provider of sealing solutions, which is included in the Company’s Sealing Products segment. In December 2009, the Company acquired certain assets and assumed certain liabilities of Technetics Corporation, a leading manufacturer of abradable seals, brush seals and acoustic products for turbines used in aerospace and power generation applications. This acquisition is included in the Company’s Sealing Products segment. The Company also purchased several small product lines during 2009. The acquisitions completed during 2009 were paid for with $51.1 million in cash.

 

3.   Discontinued Operations

During the fourth quarter of 2009, the Company announced its plans to sell the Quincy Compressor business (“Quincy”) that had been reported within the Engineered Products segment.

 

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Accordingly, the Company has reported, for all periods presented, the financial condition, results of operations and cash flows of Quincy as a discontinued operation in the accompanying consolidated financial statements.

On March 1, 2010, the Company completed the sale of Quincy, other than the equity interests in Kunshan Q-Tech Air Systems Technologies Ltd., Quincy’s operation in China (“Q-Tech”). The sale of the equity interests in Q-Tech was completed during the second quarter of 2010. The purchase price for the assets and equity interests sold was $189.1 million in cash. The purchaser also assumed certain liabilities of Quincy. The sale resulted in a gain of $147.8 million ($92.5 million, net of tax).

For 2010 and 2009, results of operations from Quincy during the period owned by EnPro were as follows:

 

     Years Ended December 31,  
     2010     2009  
     (in millions)  

Sales

   $ 23.3      $ 124.4   
  

 

 

   

 

 

 

Income from discontinued operations

   $ 2.6      $ 7.2   

Income tax expense

     (1.0     (2.9
  

 

 

   

 

 

 

Income from discontinued operations, before gain from disposal

     1.6        4.3   

Gain from disposal of discontinued operations, net of tax

     92.5        —     
  

 

 

   

 

 

 

Income from discontinued operations, net of taxes

   $ 94.1      $ 4.3   
  

 

 

   

 

 

 

 

4.   Other Operating Expenses

The Company incurred $1.4 million, $0.9 million and $10.2 million of restructuring costs during the years ended December 31, 2011, 2010 and 2009, respectively.

During 2009, due to the deterioration in the global economic environment, the Company initiated a number of restructuring activities throughout its operations. These programs primarily involved the rationalization of workforce levels, consolidation of facilities and elimination of unprofitable product lines. Workforce reductions announced totaled 330 salaried administrative and hourly manufacturing positions of which 306 had been terminated by December 31, 2009, with the balance occurring in 2010.

Restructuring reserves at December 31, 2011, as well as activity during the year, consisted of:

 

     Balance
December 31,
2010
     Provision      Payments     Balance
December 31,
2011
 
     (in millions)  

Personnel-related costs

   $ 0.7       $ 0.1       $ (0.8   $ —     

Facility relocation costs

     0.2         1.3         (0.9     0.6   
  

 

 

    

 

 

    

 

 

   

 

 

 
   $ 0.9       $ 1.4       $ (1.7   $ 0.6   
  

 

 

    

 

 

    

 

 

   

 

 

 

 

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Restructuring reserves at December 31, 2010, as well as activity during the year, consisted of:

 

     Balance
December 31,
2009
     Provision      Payments     Balance
December 31,
2010
 
     (in millions)  

Personnel-related costs

   $ 2.6       $ 0.5       $ (2.4   $ 0.7   

Facility demolition and relocation costs

     0.4         0.4         (0.6     0.2   
  

 

 

    

 

 

    

 

 

   

 

 

 
   $ 3.0       $ 0.9       $ (3.0   $ 0.9   
  

 

 

    

 

 

    

 

 

   

 

 

 

Restructuring reserves at December 31, 2009, as well as activity during the year, consisted of:

 

     Balance
December 31,
2008
     Provision      Payments     Direct
Credits to
Environmental
Liabilities
    Balance
December 31,
2009
 
     (in millions)  

Personnel-related costs

   $ 1.2       $ 7.7       $ (6.3   $ —        $ 2.6   

Facility related costs

     —           2.5         (1.5     (0.6     0.4   
  

 

 

    

 

 

    

 

 

   

 

 

   

 

 

 
   $ 1.2       $ 10.2       $ (7.8   $ (0.6   $ 3.0   
  

 

 

    

 

 

    

 

 

   

 

 

   

 

 

 

Restructuring costs by reportable segment are as follows:

 

     Years Ended December 31,  
     2011      2010      2009  
     (in millions)  

Sealing Products

   $ 1.3       $ 0.4       $ 2.9   

Engineered Products

     0.1         0.5         7.3   
  

 

 

    

 

 

    

 

 

 
   $ 1.4       $ 0.9       $ 10.2   
  

 

 

    

 

 

    

 

 

 

Also included in other operating expense for the years ended December 31, 2011 and 2010 was $0.9 million and $2.5 million, respectively, in legal fees primarily related to the bankruptcy of certain subsidiaries discussed further in Note 19. For the year ended December 31, 2009, there was $0.3 million of losses recorded related to the disposal of property, plant and equipment.

 

5.   Other Income

In 2011, the Company contributed to its U.S. defined benefit pension plans a guaranteed investment contract (“GIC”) received in connection with the Crucible Benefits Trust settlement agreement. Refer to Note 20, “Commitments and Contingencies – Crucible Materials Corporation” for additional information about the settlement agreement. The GIC was valued at $21.4 million for purposes of the pension plan contribution which resulted in a $2.9 million gain.

In conjunction with the closure of a plant in the early 1980s, the Company’s Coltec Industries Inc (“Coltec”) subsidiary was required to fund two trusts for retiree medical benefits for union employees at the plant. The first trust (the “Benefits Trust”) pays for these retiree medical benefits on an ongoing basis. Coltec has no ownership interest in the Benefits Trust and thus the assets and liabilities of this trust are not included in the Company’s Consolidated Balance Sheets.

 

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Because of the possibility that Coltec would be required to make contributions to the Benefits Trust, Coltec was required to establish a second trust (the “Back-Up Trust”) to cover potential shortfalls in the Benefits Trust. A liability for potential payments to be made from the Back-Up Trust is recorded in the Company’s Consolidated Balance Sheets in other long-term liabilities. During 2009, the Company recorded income of $19.2 million related to the reduction of this estimated liability based upon an actuarial analysis that determined the potential liability was significantly less than the amount accrued. This is discussed further in Note 20, “Commitments and Contingencies – Crucible Materials Corporation.”

During 2009, the Company recorded expense of $2.1 million due to increases to environmental reserves based on new facts at several specific sites. These sites all related to previously owned businesses. Also in 2009, the Company recorded $0.3 million of income related to changes in the value of marketable securities.

 

6.   Income Taxes

Income (loss) from continuing operations before income taxes as shown in the Consolidated Statements of Operations consists of the following:

 

     Years Ended December 31,  
     2011      2010      2009  
     (in millions)  

Domestic

   $ 22.6       $ 55.7       $ (112.9

Foreign

     42.4         26.9         (85.3
  

 

 

    

 

 

    

 

 

 

Total

   $ 65.0       $ 82.6       $ (198.2
  

 

 

    

 

 

    

 

 

 

A summary of income tax expense (benefit) in the Consolidated Statements of Operations from continuing operations is as follows:

 

     Years Ended December 31,  
     2011      2010     2009  
     (in millions)  

Current:

       

Federal

   $ 4.7       $ (3.3   $ (4.8

Foreign

     11.3         6.2        18.0   

State

     0.5         0.5        (0.1
  

 

 

    

 

 

   

 

 

 
     16.5         3.4        13.1   

Deferred:

       

Federal

     2.7         15.8        (39.4

Foreign

     1.5         1.3        (25.9

State

     0.1         0.8        (2.4
  

 

 

    

 

 

   

 

 

 
     4.3         17.9        (67.7
  

 

 

    

 

 

   

 

 

 

Total

   $ 20.8       $ 21.3      $ (54.6
  

 

 

    

 

 

   

 

 

 

Income tax expense separately allocated to discontinued operations was $1.0 million and $3.0 million for the years ended December 31, 2010 and 2009, respectively. During the year ended December 31, 2010, an additional income tax expense of $55.3 million was separately allocated to the gain from the sale of Quincy.

 

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Significant components of deferred income tax assets and liabilities at December 31, 2011 and 2010 are as follows:

 

     2011     2010  
     (in millions)  

Deferred income tax assets:

    

Net operating losses

   $ 7.1      $ 10.0   

Accrual for post-retirement benefits other than pensions

     1.8        2.0   

Environmental reserves

     7.8        7.9   

Retained liabilities of previously owned businesses

     2.2        2.4   

Accruals and reserves

     6.3        0.3   

Minimum pension liability

     38.2        22.6   

Interest

     22.3        21.8   

Compensation and benefits

     10.7        7.5   
  

 

 

   

 

 

 

Gross deferred income tax assets

     96.4        74.5   

Valuation allowance

     (9.8     (6.9
  

 

 

   

 

 

 

Total deferred income tax assets

     86.6        67.6   
  

 

 

   

 

 

 

Deferred income tax liabilities:

    

Pensions

     (7.0     (1.0

Tax depreciation and amortization in excess of book

     (24.1     (13.4

Inventories

     (1.1     (1.4

GST deconsolidation gain

     (20.3     (20.3
  

 

 

   

 

 

 

Total deferred income tax liabilities

     (52.5     (36.1
  

 

 

   

 

 

 

Net deferred tax assets

   $ 34.1      $ 31.5   
  

 

 

   

 

 

 

At December 31, 2011, the Company had foreign tax net operating loss carryforwards of approximately $24 million of which approximately $11.1 million expire at various dates beginning in 2012, and approximately $12.7 million have an indefinite carryforward period. These net operating loss carryforwards may be used to offset a portion of future taxable income and, thereby, reduce or eliminate our U.S. federal, state or foreign income taxes otherwise payable.

The Company has determined, based on the available evidence, that it is uncertain whether future taxable income of certain of its foreign subsidiaries will be significant enough or of the correct character to recognize certain of these deferred tax assets. As a result, valuation allowances of approximately $9.8 million and $6.9 million have been recorded as of December 31, 2011 and 2010, respectively. Valuation allowances relate to certain foreign net operating losses and net foreign deferred tax assets. A portion of the valuation allowance may be associated with deferred tax assets recorded in purchase accounting. In accordance with applicable accounting guidelines, any reversal of a valuation allowance that was recorded in purchase accounting reduces income tax expense.

 

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The effective income tax rate from operations varied from the statutory federal income tax rate as follows:

 

     Percent of Pretax  Income
Years Ended December 31,
 
     2011     2010     2009  

Statutory federal income tax rate

     35.0     35.0     35.0

Credits

     (1.7     (5.7     7.5   

State and local taxes

     0.9        1.4        1.3   

Goodwill impairment

     —          —          (10.6

Domestic production activities

     (2.7     (1.4     —     

Foreign tax rate differences

     (5.7     (6.3     (7.4

Uncertain tax positions

     1.9        (1.3     (0.3

Capital loss utilization

     —          (2.2     —     

Statutory changes in tax rates

     (0.8     —          —     

Valuation allowance

     4.8        5.4        (0.8

Other items

     0.4        0.9        2.8   
  

 

 

   

 

 

   

 

 

 

Effective income tax rate

     32.1     25.8     27.5
  

 

 

   

 

 

   

 

 

 

The Company has not provided for the federal and foreign withholding taxes on $137.9 million of the foreign subsidiaries’ undistributed earnings as of December 31, 2011, because such earnings are intended to be reinvested indefinitely. Upon repatriation, certain foreign countries impose withholding taxes. The amount of withholding tax that would be payable on remittance of the entire amount would approximate $1.8 million. Although such earnings are intended to be reinvested indefinitely, any tax liability for undistributed earnings, including withholding taxes, would be negated by the availability of corresponding dividends received, deductions and foreign tax credits.

As of December 31, 2011 and 2010, the Company had $4.8 million and $2.4 million, respectively, of gross unrecognized tax benefits. Of the gross unrecognized tax benefit balances as of December 31, 2011 and 2010, $3.9 million and $2.4 million, respectively, would have an impact on the Company’s effective tax rate if ultimately recognized.

The Company records interest and penalties related to unrecognized tax benefits in income tax expense. In addition to the gross unrecognized tax benefits above, the Company had $0.8 million and $0.6 million accrued for interest and penalties at December 31, 2011 and 2010, respectively. Income tax expense for the years ended December 31, 2011, 2010 and 2009, includes $0.3 million, $0.2 million and $0.3 million, respectively, for interest and penalties related to unrecognized tax benefits. The amounts listed above for accrued interest do not reflect the benefit of any tax deduction, which might be available if the interest were ultimately paid.

A reconciliation of the beginning and ending amount of the unrecognized tax benefits (excluding interest) is as follows:

 

(in millions)    2011     2010     2009  

Balance at beginning of year

   $ 2.4      $ 7.2      $ 5.1   

Reductions from deconsolidation of GST

     —          (3.9     —     

Additions as a result of acquisitions

     0.5        —          —     

Additions based on tax positions related to the current year

     0.7        0.3        2.1   

Additions for tax positions of prior years

     3.1        0.1        0.1   

Reductions for tax positions of prior years

     (0.1     (0.7     (0.1

Reductions as a result of a lapse in the statute of limitations

     (1.5     (0.6     —     

Reductions as a result of audit settlements

     (0.3     —          —     
  

 

 

   

 

 

   

 

 

 

Balance at end of year

   $ 4.8      $ 2.4      $ 7.2   
  

 

 

   

 

 

   

 

 

 

 

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The Company and its subsidiaries are subject to U.S. federal income tax as well as income tax in multiple state and foreign jurisdictions. In June 2011, the U.S. Internal Revenue Service (“IRS”) began an examination of the Company’s 2008 and 2009 U.S. federal income tax returns. In February 2012, the IRS notified the Company it also will examine its 2010 U.S. federal income tax return. Various foreign and state tax returns also are currently under examination. Substantially all significant state, local and foreign income tax returns for the years 2005 and forward are open to examination. The Company expects that some of these examinations may conclude within the next twelve months, however, the final outcomes are not yet determinable. If these examinations are concluded within the next twelve months, it could change the associated gross unrecognized tax benefits by approximately $2.9 million.

 

7.   Earnings (Loss) Per Share

Basic earnings (loss) per share is computed by dividing the applicable net income (loss) by the weighted-average number of common shares outstanding for the period. Diluted earnings (loss) per share is calculated using the weighted-average number of shares of common stock as adjusted for any potentially dilutive shares as of the balance sheet date. The computation of basic and diluted earnings (loss) per share is as follows:

 

     2011      2010      2009  

Numerator (basic and diluted):

        

Continuing operations

   $ 44.2       $ 61.3       $ (143.6

Discontinued operations

     —           94.1         4.3   
  

 

 

    

 

 

    

 

 

 

Net income (loss)

   $ 44.2       $ 155.4       $ (139.3
  

 

 

    

 

 

    

 

 

 

Denominator:

        

Weighted-average shares – basic

     20.5         20.3         20.0   

Share-based awards

     0.3         0.3         —     

Convertible debentures

     0.7         0.1         —     
  

 

 

    

 

 

    

 

 

 

Weighted-average shares – diluted

     21.5         20.7         20.0   
  

 

 

    

 

 

    

 

 

 

Earnings (loss) per share – basic:

        

Continuing operations

   $ 2.15       $ 3.01       $ (7.19

Discontinued operations

     —           4.63         0.22   
  

 

 

    

 

 

    

 

 

 
   $ 2.15       $ 7.64       $ (6.97
  

 

 

    

 

 

    

 

 

 

Earnings (loss) per share – diluted

        

Continuing operations

   $ 2.06       $ 2.96       $ (7.19

Discontinued operations

     —           4.55         0.22   
  

 

 

    

 

 

    

 

 

 
   $ 2.06       $ 7.51       $ (6.97
  

 

 

    

 

 

    

 

 

 

As discussed further in Note 13, the Company has issued Debentures. Under the terms of the Debentures, upon conversion, the Company would settle the par amount of its obligations in cash and the remaining obligations, if any, in common shares. Pursuant to applicable accounting guidelines, the Company includes the conversion option effect in diluted earnings per share during such periods when the Company’s average stock price exceeds the conversion price of $33.79 per share. The Company’s average stock price did not exceed $33.79 per share in the year ended December 31, 2009.

In 2009, there was a loss attributable to common shares. Potentially dilutive share-based awards of 0.3 million shares were excluded from the calculation of diluted earnings per share as they were antidilutive. There were no antidilutive shares in 2011 or 2010.

 

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8.   Inventories

Inventories consist of the following:

 

     As of December 31,  
     2011     2010  
     (in millions)  

Finished products

   $ 64.5      $ 54.1   

Deferred costs relating to long-term contracts

     28.6        49.9   

Work in process

     18.9        9.4   

Raw materials and supplies

     42.3        24.2   
  

 

 

   

 

 

 
     154.3        137.6   

Reserve to reduce certain inventories to LIFO basis

     (12.0     (10.6

Progress payments

     (29.7     (50.0
  

 

 

   

 

 

 

Total

   $ 112.6      $ 77.0   
  

 

 

   

 

 

 

 

9.   Property, Plant and Equipment

Property, plant and equipment consists of the following:

 

     As of December 31,  
     2011     2010  
     (in millions)  

Land

   $ 3.9      $ 4.0   

Buildings and improvements

     84.3        82.0   

Machinery and equipment

     312.5        281.2   

Construction in progress

     21.6        13.0   
  

 

 

   

 

 

 
     422.3        380.2   

Less accumulated depreciation

     (258.1     (240.0
  

 

 

   

 

 

 

Total

   $ 164.2      $ 140.2   
  

 

 

   

 

 

 

 

10.   Goodwill and Other Intangible Assets

The changes in the net carrying value of goodwill by reportable segment for the years ended December 31, 2011 and 2010 are as follows:

 

     Sealing
Products
    Engineered
Products
    Engine
Products and
Services
     Total  
     (in millions)  

Gross goodwill as of December 31, 2009

   $ 112.8      $ 142.3      $ 7.1       $ 262.2   

Accumulated impairment losses

     (27.8     (108.7     —           (136.5
  

 

 

   

 

 

   

 

 

    

 

 

 

Goodwill as of December 31, 2009

     85.0        33.6        7.1         125.7   

Foreign currency translation

     (1.6     (0.6     —           (2.2

Deconsolidation of GST

     (17.4     —          —           (17.4

Acquisitions and purchase accounting adjustments

     (0.3     6.3        —           6.0   
  

 

 

   

 

 

   

 

 

    

 

 

 

 

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     Sealing
Products
    Engineered
Products
    Engine
Products and
Services
     Total  
     (in millions)  

Gross goodwill as of December 31, 2010

     93.5        148.0        7.1         248.6   

Accumulated impairment losses

     (27.8     (108.7     —           (136.5
  

 

 

   

 

 

   

 

 

    

 

 

 

Goodwill as of December 31, 2010

     65.7        39.3        7.1         112.1   

Foreign currency translation

     (0.7     (0.7     —           (1.4

Acquisitions

     71.3        19.2        —           90.5   
  

 

 

   

 

 

   

 

 

    

 

 

 

Gross goodwill as of December 31, 2011

     164.1        166.5        7.1         337.7   

Accumulated impairment losses

     (27.8     (108.7     —           (136.5
  

 

 

   

 

 

   

 

 

    

 

 

 

Goodwill as of December 31, 2011

   $ 136.3      $ 57.8      $ 7.1       $ 201.2   
  

 

 

   

 

 

   

 

 

    

 

 

 

The gross carrying amount and accumulated amortization of identifiable intangible assets is as follows:

 

     As of December 31, 2011      As of December 31, 2010  
     Gross
Carrying
Amount
     Accumulated
Amortization
     Gross
Carrying
Amount
     Accumulated
Amortization
 
     (in millions)  

Customer relationships

   $ 166.9       $ 54.4       $ 101.0       $ 41.5   

Existing technology

     34.7         10.6         27.9         8.8   

Trademarks

     59.2         12.2         39.4         7.9   

Other

     24.3         12.2         17.1         12.1   
  

 

 

    

 

 

    

 

 

    

 

 

 
   $ 285.1       $ 89.4       $ 185.4       $ 70.3   
  

 

 

    

 

 

    

 

 

    

 

 

 

Amortization expense for the years ended December 31, 2011, 2010 and 2009 was $19.8 million, $13.2 million and $10.0 million, respectively. Amortization expense for these intangible assets for the years 2012 through 2016 is estimated to be $21.1 million, $19.2 million, $17.8 million, $16.2 million and $15.4 million, respectively. The Company has trademarks with indefinite lives that were included in the table above with a carrying amount of approximately $26 million and $25 million as of December 31, 2011 and 2010, respectively, which were not amortized.

 

11.   Accrued Expenses

Accrued expenses consist of the following:

 

     As of December 31,  
     2011      2010  
     (in millions)  

Salaries, wages and employee benefits

   $ 52.9       $ 43.7   

Interest

     27.6         26.3   

Other

     39.0         30.3   
  

 

 

    

 

 

 
   $ 119.5       $ 100.3   
  

 

 

    

 

 

 

 

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12.   Related Party Transactions

The historical business operations of Garlock Sealing Technologies LLC (“GST LLC”) and The Anchor Packing Company (“Anchor”) have resulted in a substantial volume of asbestos litigation in which plaintiffs have alleged personal injury or death as a result of exposure to asbestos fibers. Those subsidiaries manufactured and/or sold industrial sealing products, predominately gaskets and packing, that contained encapsulated asbestos fibers. Anchor is an inactive and insolvent indirect subsidiary of Coltec Industries Inc (“Coltec”). The Company’s subsidiaries’ exposure to asbestos litigation and their relationships with insurance carriers have been managed through another Coltec subsidiary, Garrison Litigation Management Group, Ltd. (“Garrison”). GST LLC, Anchor and Garrison may be collectively referred to as “GST.”

The deconsolidation of GST from the Company’s financial results, discussed more fully in Note 19, required certain intercompany indebtedness described below to be reflected on the Company’s Consolidated Balance Sheets.

As of December 31, 2011 and 2010, Coltec Finance Company Ltd., a wholly-owned subsidiary of Coltec, had aggregate, short-term borrowings of $9.9 million and $22.1 million, respectively, from GST LLC’s subsidiaries in Mexico and Australia. The unsecured obligations were denominated in the currency of the lending party, and bear interest based on the applicable one-month interbank offered rate for each foreign currency involved.

Effective as of January 1, 2010, Coltec entered into a $73.4 million Amended and Restated Promissory Note due January 1, 2017 (the “Coltec Note”) in favor of GST LLC, and the Company’s subsidiary Stemco LP entered into a $153.8 million Amended and Restated Promissory Note due January 1, 2017, in favor of GST LLC (the “Stemco Note”, and together with the Coltec Note, the “Intercompany Notes”). The Intercompany Notes amended and replaced promissory notes in the same principal amounts which were initially issued in March 2005, and which expired on January 1, 2010.

The Intercompany Notes bear interest at 11% per annum, of which 6.5% is payable in cash and 4.5% is added to the principal amount of the Intercompany Notes as payment-in-kind (“PIK”) interest. If GST LLC is unable to pay ordinary course operating expenses, under certain conditions, GST LLC can require Coltec and Stemco to pay in cash the accrued PIK interest necessary to meet such ordinary course operating expenses, subject to a cap of 1% of the principal balance of each Intercompany Note in any calendar month and 4.5% of the principal balance of each Intercompany Note in any year. The interest due under the Intercompany Notes may be satisfied through offsets of amounts due under intercompany services agreements pursuant to which the Company provides certain corporate services, makes available access to group insurance coverage to GST, makes advances to third party providers related to payroll and certain benefit plans sponsored by GST, and permits employees of GST to participate in certain of the Company’s benefit plans. In 2011, $10.2 million of the PIK interest from 2010 was added to the principal balance of the Intercompany Notes.

The Coltec Note is secured by Coltec’s pledge of certain of its equity ownership in specified U.S. subsidiaries. The Stemco Note is guaranteed by Coltec and secured by Coltec’s pledge of its interest in Stemco. The Notes are subordinated to any obligations under the Company’s senior secured revolving credit facility described in Note 13.

Interest expense related to these borrowings of $26.7 million and $14.7 million is reflected in interest expense for the years ended December 31, 2011 and 2010, respectively. Accrued interest of $26.1 million and $24.9 million is included in accrued expenses at December 31, 2011 and 2010, respectively.

 

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The Company regularly transacts business with GST, and previously these related party transactions were eliminated in consolidation. Due to the deconsolidation of GST, transactions occurring after June 4, 2010, are now reflected on the Company’s Consolidated Statement of Operations. Sales to GST totaling $24.4 million and $11.4 million are reflected in net sales and purchases from GST totaling $21.7 million and $9.1 million are reflected in cost of sales for the years ended December 31, 2011 and 2010, respectively. The Company also provides services for GST including information technology, supply chain, treasury, tax administration, legal, and human resources under a support services agreement. Amounts due from GST totaling $18.5 million and $17.0 million resulting from their purchase of goods and services from the Company are included in accounts and notes receivable at December 31, 2011 and 2010, respectively. Amounts due to GST totaling $4.9 million and $3.4 million resulting from the Company’s purchase of goods from GST are included in accounts payable as of December 31, 2011 and 2010, respectively.

Additionally, the Company and GST LLC had outstanding foreign exchange forward contracts involving the Australian dollar, Canadian dollar, Mexican peso and U.S. dollar with a notional amount of $19.5 million as of December 31, 2011. These related party contracts were eliminated in consolidation prior to the deconsolidation of GST.

 

13.   Long-Term Debt

The Company’s long-term debt at December 31, 2011 and 2010 is summarized as follows:

 

     2011      2010  
     (in millions)  

Convertible Debentures

   $ 142.1       $ 135.8   

Revolving debt

     4.0         —     

Other notes payable

     4.1         —     
  

 

 

    

 

 

 
     150.2         135.8   

Less current maturities of long-term debt

     1.6         —     
  

 

 

    

 

 

 
   $ 148.6       $ 135.8   
  

 

 

    

 

 

 

Debentures

The Company has $172.5 million outstanding in aggregate principal amount of Debentures. The Debentures bear interest at the annual rate of 3.9375%, with interest due on April 15 and October 15 of each year, and will mature on October 15, 2015, unless they are converted prior to that date. The Debentures are direct, unsecured and unsubordinated obligations and rank equal in priority with all unsecured and unsubordinated indebtedness and senior in right of payment to all subordinated indebtedness. They effectively rank junior to all secured indebtedness to the extent of the value of the assets securing such indebtedness. The Debentures do not contain financial covenants.

Holders may convert the Debentures into cash and shares of the Company’s common stock, under certain circumstances. The initial conversion rate, which is subject to adjustment, is 29.5972 shares of common stock per $1,000 principal amount of Debentures. This is equal to an initial conversion price of $33.79 per share. The Debentures may be converted under any of the following circumstances:

 

   

during any fiscal quarter (and only during such fiscal quarter), if the closing price of the Company’s common stock for at least 20 trading days in the 30 consecutive trading-day period ending on the last trading day of the preceding fiscal quarter was 130% or more of the then current conversion price per share of common stock on that 30th trading day;

 

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during the five business day period after any five consecutive trading-day period (which is referred to as the “measurement period”) in which the trading price per debenture for each day of the measurement period was less than 98% of the product of the closing price of the Company’s common stock and the applicable conversion rate for the debentures;

 

   

on or after September 15, 2015;

 

   

upon the occurrence of specified corporate transactions; or

 

   

in connection with a transaction or event constituting a “change of control.”

None of the conditions that permit conversion were satisfied at December 31, 2011. The first condition listed above was satisfied as of June 30, 2011, and the Debentures were reflected as a current liability as of that date. The condition has not been met in subsequent quarters.

Upon conversion of any Debentures, the principal amount would be settled in cash. To the extent the Conversion Value exceeds $1,000, the Company would deliver a number of shares equal to the sum of, for each day of the cash settlement period, (1) 5% of the difference between (A) the product of the conversion rate (plus any additional shares as an adjustment upon a change of control) and the closing price of the Company’s common stock for such date and (B) $1,000, divided by (2) the closing price of the Company’s common stock for such day.

“Conversion Value” means the product of (1) the conversion rate in effect (plus any additional shares as an adjustment upon a change of control) and (2) the average of the closing prices of the Company’s common stock for the 20 consecutive trading days beginning on the second trading day after the conversion date for those Debentures.

The Company used a portion of the net proceeds from the sale of the Debentures to enter into call options (hedge and warrant transactions), which entitle the Company to purchase shares of its stock from a financial institution at $33.79 per share and entitle the financial institution to purchase shares from the Company at $46.78 per share. This will reduce potential dilution to the Company’s common shareholders from conversion of the Debentures by increasing the effective conversion price to the Company to $46.78 per share.

Credit Facility

The Company’s primary U.S. operating subsidiaries, other than GST LLC, are parties to a senior secured revolving credit facility with a maximum availability of $175 million, $30 million of which may be used for letters of credit. Actual borrowing availability under the credit facility is determined by reference to a borrowing base of specified percentages of eligible accounts receivable, inventory, equipment and real property elected to be pledged, and is reduced by usage of the facility, including outstanding letters of credit, and any reserves. Under certain conditions, the Company may request an increase to the facility maximum availability by up to $50 million to $225 million in total. Any increase is dependent on obtaining future lender commitments for those amounts, and no current lender has any obligation to provide such commitment. The credit facility matures on July 17, 2015 unless, prior to that date, the Debentures are paid in full, refinanced on certain terms or defeased, in which case the facility will mature on March 30, 2016.

Borrowings under the credit facility are secured by specified assets of the Company and its U.S. operating subsidiaries, other than GST LLC, and primarily include accounts receivable, inventory, equipment, real property elected to be pledged, deposit accounts, intercompany loans, intellectual property and related contract rights, general intangibles related to any of the foregoing and proceeds related to disposal or sale of the foregoing. Subsidiary capital stock is not included as collateral.

 

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Outstanding borrowings under the credit facility bear interest at a rate equal to, at the Company’s option, either (1) a base/prime rate plus 0.75% or (2) the adjusted one, two, three or six-month LIBOR rate plus 1.75%. Future pricing under the credit facility at any particular time will be determined by reference to a pricing grid based on average daily availability under the facility for the immediately prior fiscal quarter. Under the pricing grid, the applicable margins will range from 0.75% to 1.25% for base/prime rate loans and from 1.75% to 2.25% for LIBOR loans. The undrawn portion of the credit facility is subject to an unused line fee calculated at an annual rate of 0.375%. Outstanding letters of credit are subject to an annual fee equal to the applicable margin for LIBOR loans under the credit facility as in effect from time to time, plus a fronting fee on the aggregate undrawn amount of the letters of credit at an annual rate of 0.125%.

The credit agreement contains customary covenants and restrictions for an asset-based credit facility, including negative covenants limiting certain: fundamental changes (such as merger transactions); loans; incurrence of debt other than specifically permitted debt; transactions with affiliates that are not on arm’s-length terms; incurrence of liens other than specifically permitted liens; repayment of subordinated debt (except for scheduled payments in accordance with applicable subordination documents); prepayments of other debt; dividends; asset dispositions other than as specifically permitted; and acquisitions