UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________________________________

FORM 10-Q

_________________________________________

(Mark One)


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

For the quarterly period ended September 30, ~~2020~~2021


☐			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	Trading Symbol(s)	Name of each exchange on which registered
Common stock, $0.01 par value	NPO	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ý No ¨

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


Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨

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

As of ~~October 30, 2020,~~November 1, 2021, there were ~~20,536,015~~20,604,848 shares of common stock of the registrant outstanding, which does not include ~~182,511~~181,180 shares of common stock held by a subsidiary of the registrant and accordingly are not entitled to be voted. There is only one class of common stock.

PART I

FINANCIAL INFORMATION

Item 1. Financial Statements

ENPRO INDUSTRIES, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

Quarters and Nine Months Ended September 30, ~~2020~~2021 and ~~2019~~2020

(in millions, except per share amounts)

Quarters Ended September 30, Nine Months Ended September 30,
2020 2019 2020 2019
Net sales $ 268.3 $ 299.0 $ 798.0 $ 919.2
Cost of sales 173.8 201.3 525.7 613.5
Gross profit 94.5 97.7 272.3 305.7
Operating expenses:
Selling, general and administrative 73.2 77.1 214.6 235.4
Other 28.8 1.5 42.9 3.9
Total operating expenses 102.0 78.6 257.5 239.3
Operating income (loss) (7.5) 19.1 14.8 66.4
Interest expense (4.0) (4.1) (12.6) (13.8)
Interest income 0.1 0.3 1.2 1.3
Other expense (17.2) (24.6) (15.5) (27.3)
Income (loss) from continuing operations before income taxes (28.6) (9.3) (12.1) 26.6
Income tax benefit (expense) 7.3 0.9 (2.2) (10.6)
Income (loss) from continuing operations (21.3) (8.4) (14.3) 16.0
Less: income attributable to redeemable non-controlling interest, net of tax 0.3 0 0.5 0
Income (loss) from continuing operations attributable to EnPro Industries, Inc. (21.6) (8.4) (14.8) 16.0
Income from discontinued operations, net of tax 1.9 6.9 207.3 19.5
Net income (loss) attributable to EnPro Industries, Inc. $ (19.7) $ (1.5) $ 192.5 $ 35.5
Comprehensive income (loss) $ (13.1) $ 3.7 $ 200.8 $ 44.9
Less: comprehensive income attributable to redeemable non-controlling interest 0.5 0 2.0 0
Comprehensive income (loss) attributable to EnPro Industries, Inc. $ (13.6) $ 3.7 $ 198.8 $ 44.9
Basic earnings (loss) per share attributable to EnPro Industries, Inc.:
Continuing operations $ (1.05) $ (0.41) $ (0.72) $ 0.77
Discontinued operations 0.09 0.33 10.09 0.94
Net income (loss) per share $ (0.96) $ (0.08) $ 9.37 $ 1.71
Diluted earnings (loss) per share attributable to EnPro Industries, Inc.:
Continuing operations $ (1.05) $ (0.41) $ (0.72) $ 0.77
Discontinued operations 0.09 0.33 10.09 0.94
Net income (loss) per share $ (0.96) $ (0.08) $ 9.37 $ 1.71


	Quarters Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
Net sales	$	283.1	$	268.3	$	861.0	$	798.0
Cost of sales	173.6		173.8		525.1		525.7
Gross profit	109.5		94.5		335.9		272.3
Operating expenses:
Selling, general and administrative	80.0		73.2		243.0		214.6
Other	0.9		28.8		5.2		42.9
Total operating expenses	80.9		102.0		248.2		257.5
Operating income (loss)	28.6		(7.5)		87.7		14.8
Interest expense	(4.0)		(4.0)		(12.0)		(12.6)
Interest income	1.4		0.1		1.8		1.2
Other income (expense)	16.7		(17.2)		18.5		(15.5)
Income (loss) from continuing operations before income taxes	42.7		(28.6)		96.0		(12.1)
Income tax benefit (expense)	(15.1)		7.3		(21.1)		(2.2)
Income (loss) from continuing operations	27.6		(21.3)		74.9		(14.3)
Income from discontinued operations, including gain on sale, net of tax	—		1.9		—		207.3
Net income (loss)	27.6		(19.4)		74.9		193.0
Less: net income attributable to redeemable non-controlling interests	0.1		0.3		0.1		0.5
Net income (loss) attributable to EnPro Industries, Inc.	$	27.5	$	(19.7)	$	74.8	$	192.5
Comprehensive income (loss)	$	26.5	$	(13.1)	$	77.8	$	200.8
Less: comprehensive income attributable to redeemable non-controlling interests	0.2		0.5		0.3		2.0
Comprehensive income (loss) attributable to EnPro Industries, Inc.	$	26.3	$	(13.6)	$	77.5	$	198.8
Income (loss) attributable to EnPro Industries, Inc. common shareholders:
Income (loss) from continuing operations, net of tax	$	27.5	$	(21.6)	$	74.8	$	(14.8)
Income from discontinued operations, net of tax	—		1.9		—		207.3
Net income (loss) attributable to EnPro Industries, Inc.	$	27.5	$	(19.7)	$	74.8	$	192.5
Basic earnings (loss) per share attributable to EnPro Industries, Inc.:
Continuing operations	$	1.34	$	(1.05)	$	3.63	$	(0.72)
Discontinued operations	—		0.09		—		10.09
Net income (loss) per share	$	1.34	$	(0.96)	$	3.63	$	9.37
Diluted earnings (loss) per share attributable to EnPro Industries, Inc.:
Continuing operations	$	1.33	$	(1.05)	$	3.61	$	(0.72)
Discontinued operations	—		0.09		—		10.09
Net income (loss) per share	$	1.33	$	(0.96)	$	3.61	$	9.37

See notes to consolidated financial statements (unaudited).

ENPRO INDUSTRIES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

Nine Months Ended September 30, ~~2020~~2021 and ~~2019~~2020

(in millions)


		2020		2019			2021		2020
OPERATING ACTIVITIES OF CONTINUING OPERATIONS	OPERATING ACTIVITIES OF CONTINUING OPERATIONS					OPERATING ACTIVITIES OF CONTINUING OPERATIONS
Net income attributable to EnPro Industries, Inc.		$	192.5	$	35.5
Adjustments to reconcile net income attributable to EnPro Industries, Inc. to net cash provided by operating activities of continuing operations:
Net income						Net income	$	74.9	$	193.0
Adjustments to reconcile net income to net cash provided by operating activities of continuing operations:						Adjustments to reconcile net income to net cash provided by operating activities of continuing operations:
Income from discontinued operations, net of taxes	Income from discontinued operations, net of taxes	(207.3)		(19.5)		Income from discontinued operations, net of taxes	—		(207.3)
Taxes paid related to sale of discontinued operations	Taxes paid related to sale of discontinued operations	(35.4)		0		Taxes paid related to sale of discontinued operations	—		(35.4)
Depreciation	Depreciation	22.4		22.4		Depreciation	20.5		22.4
Amortization	Amortization	29.1		25.6		Amortization	35.4		29.1
Deferred income taxes	Deferred income taxes	(2.4)		(3.8)		Deferred income taxes	(2.9)		(2.4)
Stock-based compensation	Stock-based compensation	4.1		5.0		Stock-based compensation	3.4		4.1
Other non-cash adjustments	Other non-cash adjustments	31.5		14.0		Other non-cash adjustments	(14.9)		31.5
Change in assets and liabilities, net of effects of acquisitions and divestitures of businesses:
Asbestos insurance receivables		2.5		5.8
Change in assets and liabilities, net of effects of divestitures of businesses:						Change in assets and liabilities, net of effects of divestitures of businesses:

Accounts receivable, net	Accounts receivable, net	(3.4)		(3.1)		Accounts receivable, net	(27.7)		(3.4)
Inventories	Inventories	11.7		3.4		Inventories	(15.1)		11.7
Accounts payable	Accounts payable	(5.9)		(18.4)		Accounts payable	10.9		(5.9)

Other current assets and liabilities	Other current assets and liabilities	12.5		8.4		Other current assets and liabilities	10.3		12.5
Other non-current assets and liabilities	Other non-current assets and liabilities	(3.5)		15.8		Other non-current assets and liabilities	3.0		(1.5)
Net cash provided by operating activities of continuing operations	Net cash provided by operating activities of continuing operations	48.4		91.1		Net cash provided by operating activities of continuing operations	97.8		48.4
INVESTING ACTIVITIES OF CONTINUING OPERATIONS	INVESTING ACTIVITIES OF CONTINUING OPERATIONS					INVESTING ACTIVITIES OF CONTINUING OPERATIONS
Purchases of property, plant and equipment	Purchases of property, plant and equipment	(11.8)		(15.1)		Purchases of property, plant and equipment	(13.4)		(11.8)

Proceeds from sale of businesses		453.9		3.6
Acquisitions, net of cash acquired		0.1		(310.4)
Proceeds from sale of businesses, net						Proceeds from sale of businesses, net	38.9		453.9

Other	Other	(2.7)		(2.1)		Other	0.4		(2.6)
Net cash provided by (used in) investing activities of continuing operations		439.5		(324.0)
Net cash provided by investing activities of continuing operations						Net cash provided by investing activities of continuing operations	25.9		439.5
FINANCING ACTIVITIES OF CONTINUING OPERATIONS	FINANCING ACTIVITIES OF CONTINUING OPERATIONS					FINANCING ACTIVITIES OF CONTINUING OPERATIONS
Proceeds from debt	Proceeds from debt	24.9		566.9		Proceeds from debt	—		24.9
Repayments of debt	Repayments of debt	(161.4)		(365.1)		Repayments of debt	(3.0)		(161.4)

Repurchase of common stock	Repurchase of common stock	(5.3)		(15.0)		Repurchase of common stock	—		(5.3)
Dividends paid	Dividends paid	(16.2)		(15.7)		Dividends paid	(16.8)		(16.2)
Other	Other	(2.0)		(5.0)		Other	(1.5)		(2.0)
Net cash provided by (used in) financing activities of continuing operations		(160.0)		166.1
Net cash used in financing activities of continuing operations						Net cash used in financing activities of continuing operations	(21.3)		(160.0)
CASH FLOWS OF DISCONTINUED OPERATIONS	CASH FLOWS OF DISCONTINUED OPERATIONS					CASH FLOWS OF DISCONTINUED OPERATIONS
Operating cash flows	Operating cash flows	(6.2)		59.6		Operating cash flows	—		(6.2)
Investing cash flows		0		(8.7)
Net cash provided by (used in) discontinued operations		(6.2)		50.9

Net cash used in discontinued operations						Net cash used in discontinued operations	—		(6.2)
Effect of exchange rate changes on cash and cash equivalents	Effect of exchange rate changes on cash and cash equivalents	(1.9)		(1.6)		Effect of exchange rate changes on cash and cash equivalents	(1.9)		(1.9)
Net increase (decrease) in cash and cash equivalents		319.8		(17.5)
Net increase in cash and cash equivalents						Net increase in cash and cash equivalents	100.5		319.8
Cash and cash equivalents at beginning of period	Cash and cash equivalents at beginning of period	121.2		129.6		Cash and cash equivalents at beginning of period	229.5		121.2
Cash and cash equivalents at end of period	Cash and cash equivalents at end of period	$	441.0	$	112.1	Cash and cash equivalents at end of period	$	330.0	$	441.0

Supplemental disclosures of cash flow information:	Supplemental disclosures of cash flow information:					Supplemental disclosures of cash flow information:
Cash paid during the period for:	Cash paid during the period for:					Cash paid during the period for:
Interest, net	Interest, net	$	6.1	$	7.9	Interest, net	$	6.3	$	6.1
Income taxes, net	Income taxes, net	$	52.0	$	2.5	Income taxes, net	$	22.8	$	52.0
Non-cash investing and financing activities:	Non-cash investing and financing activities:					Non-cash investing and financing activities:
Non-cash acquisitions of property, plant, and equipment	Non-cash acquisitions of property, plant, and equipment	$	1.2	$	0.1	Non-cash acquisitions of property, plant, and equipment	$	1.2	$	1.2

See notes to consolidated financial statements (unaudited).

ENPRO INDUSTRIES, INC.

CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(in millions, except share amounts)


		September 30, 2020		December 31, 2019			September 30, 2021		December 31, 2020
ASSETS	ASSETS					ASSETS
Current assets	Current assets					Current assets
Cash and cash equivalents	Cash and cash equivalents	$	441.0	$	121.2	Cash and cash equivalents	$	330.0	$	229.5
Accounts receivable, net	Accounts receivable, net	163.4		160.8		Accounts receivable, net	164.7		143.2
Inventories	Inventories	124.8		157.1		Inventories	147.8		139.1

Income tax receivable						Income tax receivable	42.7		49.6
Prepaid expenses and other current assets	Prepaid expenses and other current assets	46.1		56.3		Prepaid expenses and other current assets	24.3		17.6
Current assets held for sale		41.2		254.1
Total current assets	Total current assets	816.5		749.5		Total current assets	709.5		579.0
Property, plant and equipment, net	Property, plant and equipment, net	182.5		218.8		Property, plant and equipment, net	182.2		195.0
Goodwill	Goodwill	486.9		485.3		Goodwill	606.6		621.8
Other intangible assets, net	Other intangible assets, net	422.5		466.9		Other intangible assets, net	521.0		553.6

Other assets	Other assets	115.6		114.6		Other assets	133.4		134.2
Total assets	Total assets	$	2,024.0	$	2,035.1	Total assets	$	2,152.7	$	2,083.6
LIABILITIES AND EQUITY	LIABILITIES AND EQUITY					LIABILITIES AND EQUITY
Current liabilities	Current liabilities					Current liabilities
Current maturities of long-term debt	Current maturities of long-term debt	$	3.9	$	4.1	Current maturities of long-term debt	$	3.9	$	3.8
Accounts payable	Accounts payable	69.0		82.7		Accounts payable	75.7		69.8
Accrued expenses	Accrued expenses	154.1		137.3		Accrued expenses	142.8		128.4

Current liabilities held for sale		16.1		89.5
Total current liabilities	Total current liabilities	243.1		313.6		Total current liabilities	222.4		202.0
Long-term debt	Long-term debt	489.3		625.2		Long-term debt	485.5		487.5
Deferred taxes and non-current income taxes payable	Deferred taxes and non-current income taxes payable	97.9		74.6		Deferred taxes and non-current income taxes payable	125.5		130.5
Other liabilities	Other liabilities	97.3		106.8		Other liabilities	128.6		136.7
Total liabilities	Total liabilities	927.6		1,120.2		Total liabilities	962.0		956.7
Commitments and contingencies	Commitments and contingencies					Commitments and contingencies	0		0
Redeemable non-controlling interest		30.5		28.0
Redeemable non-controlling interests						Redeemable non-controlling interests	50.0		48.4
Shareholders’ equity	Shareholders’ equity					Shareholders’ equity
Common stock – $.01 par value; 100,000,000 shares authorized; issued, 20,718,526 shares in 2020 and 20,785,346 shares in 2019		0.2		0.2
Common stock – $.01 par value; 100,000,000 shares authorized; issued, 20,785,746 shares in 2021 and 20,718,675 shares in 2020						Common stock – $.01 par value; 100,000,000 shares authorized; issued, 20,785,746 shares in 2021 and 20,718,675 shares in 2020	0.2		0.2
Additional paid-in capital	Additional paid-in capital	288.5		292.1		Additional paid-in capital	291.2		289.6
Retained earnings	Retained earnings	808.5		632.2		Retained earnings	852.7		794.8
Accumulated other comprehensive loss	Accumulated other comprehensive loss	(30.1)		(36.4)		Accumulated other comprehensive loss	(2.2)		(4.9)
Common stock held in treasury, at cost – 183,418 shares in 2020 and 186,516 shares in 2019		(1.2)		(1.2)
Common stock held in treasury, at cost – 181,180 shares in 2021 and 182,511 shares in 2020						Common stock held in treasury, at cost – 181,180 shares in 2021 and 182,511 shares in 2020	(1.2)		(1.2)
Total shareholders’ equity	Total shareholders’ equity	1,065.9		886.9		Total shareholders’ equity	1,140.7		1,078.5
Total liabilities and equity	Total liabilities and equity	$	2,024.0	$	2,035.1	Total liabilities and equity	$	2,152.7	$	2,083.6

See notes to consolidated financial statements (unaudited).

ENPRO INDUSTRIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1. Overview, Basis of Presentation and Recently Issued Authoritative Accounting Guidance

Overview

EnPro Industries, Inc. (“we,” “us,” “our,” ~~“EnPro”~~“EnPro,” or the “Company”) is a leader in ~~the design, development, manufacture,~~designing, developing, manufacturing, servicing, and marketing of proprietary engineered industrial products ~~applying material science expertise largely across~~and serves a wide variety of customers in varied industries around the ~~portfolio. Our industrial products primarily include: sealing products; heavy-duty truck wheel-end component systems; self-lubricating non-rolling bearing products; precision engineered components~~world. Over the past several years, we have executed several strategic initiatives to change the portfolio of businesses that we operate to focus on materials science-based businesses with leading technologies, compelling margins, strong cash flow, and ~~lubrication systems for reciprocating compressors; hoses~~high levels of recurring revenue that serve markets with favorable secular tailwinds. These initiatives have increased our ability to provide solutions to the semiconductor, life sciences, and fittings for the hygienic process industries; bellows and bellow assemblies; pedestals for semiconductor manufacturing; and PTFE products. In addition to these products, we also provide cleaning and refurbishment services for critical components and assemblies used in state-of-the-art semiconductor equipment.other technology industries.

Basis of Presentation

The accompanying interim consolidated financial statements are unaudited, and certain related information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been omitted in accordance with Rule 10-01 of Regulation S-X. They were prepared following the same policies and procedures used in the preparation of our annual financial statements except as disclosed below and reflect all adjustments (consisting of normal recurring adjustments) necessary for a fair statement of results for the periods presented. The Consolidated Balance Sheet as of December 31, ~~2019~~2020 was derived from the audited financial statements included in our annual report on Form 10-K for the year ended December 31, ~~2019.~~2020. The results of operations for the interim periods are not necessarily indicative of the results for the fiscal year. These consolidated financial statements should be read in conjunction with our annual consolidated financial statements for the year ended December 31, ~~2019~~2020 included within our annual report on Form 10-K.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amount of assets and liabilities and the disclosures regarding contingent assets and liabilities at period end and the reported amounts of revenue and expenses during the reporting period. The recent outbreak of the coronavirus, or COVID-19, which has been declared by the World Health Organization to be a "pandemic," has caused us to evaluate our accounting estimates that require the consideration of forecasted financial information, including, but not limited to, our allowance for credit losses and the carrying value of our goodwill, intangible assets, and other long-lived assets.

In the second quarter of 2020 we moved the oil and gas component of our Garlock Pipeline Technologies ("GPT") business from the Sealing Products segment to the Engineered Products segment. This move allowed us to group our two oil and gas businesses, GPT and Compressor Products International, together so that they can be managed as one business unit. This change is reflected in all periods presented in ~~Note 13, "Business Segment~~ ~~Information~~"~~. The change also involved the transfer of $5.8 million of goodwill from the Sealing Products Segment to the Engineered Products segment which is reflected in all periods presented in~~ ~~Note 8, "Goodwill and Other Intangible Assets"~~. As a result of the move of the oil and gas component of the GPT business, an interim goodwill impairment test was performed in the second quarter of 2020 for all reporting units and we determined that the carrying amount of our goodwill was not impaired either before or after the move.

This interim goodwill impairment assessment, performed in the second quarter, was conducted in the context of information that was reasonably available to us, as well as our consideration of the future potential impacts of COVID-19 on our business. The fair value of our Technetics Group reporting unit within the Sealing Products segment, which was allocated $243.7 million of goodwill as of June 30, 2020, exceeded its carrying value by an estimated 5% as of the interim testing date. The fair values of all of our other reporting units exceeded their carrying values by at least 20%. However, because of uncertainties at this time with respect to the severity and duration of the COVID-19 outbreak, the duration and terms of related governmental orders restricting activities, and the timing and pace of any economic recovery as COVID-19 impacts ultimately abate, we cannot predict with specificity the extent and duration of any future impact on our business and financial results from COVID-19. In addition, although most of our operations have been treated as “essential” operations under applicable government orders restricting business activities that have been issued to date, and accordingly have been permitted to continue to operate, it is possible that they may not continue to be so treated under future government orders, or, even if so treated, site-specific health and safety concerns might otherwise require certain of our operations to be halted for some period of time. Accordingly, if the impact is more severe or longer in duration than we have projected, such impact could potentially result in impairments of assets in future periods. We will conduct our next annual goodwill impairment assessment as of October 1, 2020.

All intercompany accounts and transactions between our consolidated operations have been eliminated.

~~Our acquisition of all~~During March 2021, we identified 2 errors related to our accounting for the disposal of the ~~equity securities~~Air Springs portion of ~~LeanTeq Co, Ltd. and its affiliate LeanTeq LLC (collectively "LeanTeq")~~the heavy-duty trucking business that closed in ~~2019~~the fourth quarter of 2020. Such errors resulted in ~~rollover equity from two~~an understatement of the LeanTeq sellers (the “Sellers”) who were executives of the acquired entity. This rollover equity gives the Sellers approximately a 10% ownership share (the "Rollover Equity") of Lunar Investment LLC, our subsidiary that purchased LeanTeq. We have the right to buy, and the non-controlling interest holders have the right to sell, the Rollover Equity within 90 days following the third anniversary of the closing of the acquisition of LeanTeq. We have accountedpre-tax loss on disposal for this ~~transaction~~disposition by approximately $2.0 million and an overstatement of net income by approximately $1.5 million in our previously issued consolidated financial statements for calendar 2020. Net income for calendar 2020 was $184.8 million. We evaluated the errors and concluded that they were not material to our previously issued consolidated financial statements and recorded the pre-tax loss on disposal as ~~a redeemable non-controlling interest which is recorded~~an out-of-period adjustment in other income (expense) in our Consolidated Statement of Operations for the ~~mezzanine section on our accompanying consolidated balance sheets, located between liabilities and equity. Earnings associated~~first quarter of 2021.

Beginning with the ~~redeemable non-controlling interest are reflected as~~first quarter of 2021, we modified the presentation of our Consolidated Statements of Operations to move income from discontinued operations directly following income from continuing operations before calculating a net income subtotal. Consistent with this change in presentation, we also began the Consolidated Statements of Cash Flows with net income rather than net income attributable to ~~redeemable non-controlling interest, net~~EnPro Industries, Inc. We have revised the prior period presented for these two financial statements to conform with this modified presentation. There is no impact to the Consolidated Balance Sheets as a result of ~~tax in the accompanying consolidated statements of operations.~~this presentation change.

In January 2020, we adopted a new accounting standard that changes how we measure credit losses for most financial assets and certain other instruments that are not measured at fair value through net income, including trade receivables. The standard requires us to estimate our lifetime “expected credit loss” for such assets at inception, and record an allowance that, when deducted from the amortized cost basis of the financial asset, presents the net amount expected to be collected on the financial asset.

~~We applied a current expected credit loss model ("CECL~~") to our trade receivables. Given the nature of our trade receivables, a complex system to develop forward-looking models was not deemed necessary. Since our receivables are short-term, reasonable and supportable forecasted information was not readily available and our application of CECL relied on historical information and existing economic conditions. We will continue to monitor the collectability of our receivables as well as apply any supportable forecast information as it becomes available to make adjustments to our estimated reserve.

We applied our CECL model to our trade receivables at January 1, 2020 using a modified retrospective transition approach. Upon adoption, we recorded a $0.1 million increase to our allowance for credit losses with a corresponding decrease to retained earnings.

~~Changes in our allowance for doubtful accounts for the nine months ended September 30, 2020 were as follows:~~



~~(in millions)~~
~~Balance at December 31, 2019~~	$	~~3.7~~
~~Adoption of new accounting standard~~	~~0.1~~
~~Charge to expense~~	~~1.2~~
~~Write-off of receivables~~	~~(1.0)~~
~~Other~~	~~(0.2)~~
~~Balance at September 30, 2020~~	$	~~3.8~~

~~Additionally, in January 2020,~~2021, we adopted a standard to simplify annual and interim goodwill impairment testing. Under the standard, we will perform our annual or interim goodwill impairment tests by comparing the fair value of a reporting unit with its carrying amount and recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. We still have the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. Upon adoption, there was no impairment of goodwill recorded and this standard is applied following adoption on a prospective basis for all annual and interim goodwill impairment assessments.

~~Recently Issued Authoritative Accounting Guidance~~

~~In December 2019, a standard was issued that will simplify~~simplified the accounting for income taxes in nine unrelated areas. The ~~standard is effective for fiscal years beginning after December 15, 2020 with early~~ adoption ~~permitted. We are currently evaluating the new guidance and do not expect its~~had no significant impact to ~~be material to~~ our ~~consolidated~~ financial statements.

2. ~~Discontinued Operations~~Acquisition and Divestiture

During the fourth quarter of 2019, we entered into an agreement to sell the Fairbanks Morse division, which comprised our entire Power Systems segment. The sale of Fairbanks Morse to an affiliate of funds managed by private equity firm Arcline Investment Management closed on January 21, 2020 for a sales price of $450.0 million. The pre-tax gain on the disposition of

Fairbanks Morse was $274.3 million. We have reported, for all periods presented, the financial condition, results of operations, and cash flows of Fairbanks Morse as discontinued operations in the accompanying financial statements.

Tax expense of $65.9 million on the sale of discontinued operations was recorded for the nine months ended September 30, 2020. This is a decrease in tax expense of $1.9 million in the quarter ended September 30, 2020, which is due to the increase of the foreign derived intangible income ("FDII") tax benefit and a decrease in the global intangible low taxed income ("GILTI") tax expense that are allocated to discontinued operations.

~~For the quarters and nine months ended September 30, 2020 and 2019, the results of operations for Fairbanks Morse were as follows:~~

Quarters Ended
September 30, Nine Months Ended
September 30,
2020 2019 2020 2019
(in millions)
Net sales $ 0 $ 74.7 $ 7.6 $ 203.1
Cost of sales 0 57.4 7.6 155.6
Gross profit 0 17.3 0 47.5
Operating expenses:
Selling, general, and administrative expenses 0 7.0 1.5 20.3
Other 0 0.8 (0.1) 0.8
Total operating expenses 0 7.8 1.4 21.1
Income (loss) from discontinued operations before income taxes 0 9.5 (1.4) 26.4
Income tax benefit (expense) 0 (2.6) 0.3 (6.9)
Income (loss) from discontinued operations, net of taxes 0 6.9 (1.1) 19.5
Gain from sale of discontinued operations, net of taxes 1.9 0 208.4 0
Income from discontinued operations, net of taxes $ 1.9 $ 6.9 $ 207.3 $ 19.5

~~The major classes of assets and liabilities for Fairbanks Morse as of December 31, 2019 are shown below:~~




~~(in millions)~~
~~Assets:~~
~~Accounts receivable~~	$	~~107.8~~
~~Inventories~~	~~60.2~~
~~Property, plant, and equipment~~	~~63.0~~
~~Goodwill~~	~~11.8~~
~~Other assets~~	~~11.3~~
~~Total assets of discontinued operations~~	$	~~254.1~~

~~Liabilities:~~
~~Accounts payable~~	$	~~36.9~~
~~Accrued expenses~~	~~48.2~~
~~Other liabilities~~	~~4.4~~
~~Total liabilities of discontinued operations~~	$	~~89.5~~

~~3. Acquisitions and Divestitures~~

~~Acquisitions~~

Acquisition

On ~~September 25, 2019, we~~October 26, 2020, a subsidiary of EnPro formed for this purpose (the "Alluxa Acquisition Subsidiary") acquired all of the equity securities of ~~LeanTeq. LeanTeq primarily~~Alluxa, Inc. ("Alluxa"), a privately held company. Alluxa is an industrial technology company that provides ~~refurbishment services~~specialized optical filters and thin-film coatings for ~~critical components~~the most challenging applications in the industrial technology, life sciences, and ~~assemblies used in~~semiconductor markets. Alluxa's products are developed through a proprietary coating process using state-of-the-art ~~semiconductor~~advanced equipment. ~~This equipment is used to produce~~Alluxa’s global distribution capabilities support the ~~latest and most technologically advanced microchips for smartphones, autonomous vehicles, high-speed wireless~~company’s international reach, serving customers

~~connectivity, artificial intelligence,~~across the Americas, Europe, and ~~other leading-edge applications.~~Asia. Founded in ~~2011 and headquartered in Taoyuan City, Taiwan, LeanTeq~~2007, Alluxa has 2 locations in ~~Taiwan~~California and 1is headquartered in ~~the United States (Silicon Valley). LeanTeq~~Santa Rosa, California. Alluxa is included ~~as part of our Technetics Group within~~with the ~~Sealing Products segment.~~

On July 2, 2019, we acquired 100% of the stock of The Aseptic Group (comprising Aseptic Process Equipment SAS and Aseptic Services SARL, collectively referred to as “Aseptic”), which distributes, designs and manufactures aseptic fluid transfer products for the pharmaceutical and biopharmaceutical industries. Aseptic, headquartered in Limonest, France, is included as part of our Garlock group of companies within the Sealing ProductsAdvanced Surface Technologies segment.

The following pro forma condensed consolidated financial results of operations for the quarter and nine months ended September 30, ~~2019~~2020 are presented as if the ~~acquisitions~~acquisition had been completed prior to ~~2019:~~2020:


		Quarter Ended September 30, 2019		Nine Months Ended September 30, 2019			Quarter Ended September 30, 2020		Nine Months Ended September 30, 2020
		(in millions)
(in millions)						(in millions)
Pro forma net sales	Pro forma net sales	$	305.8	$	948.2	Pro forma net sales	$	276.6	$	821.6
Pro forma income (loss) from continuing operations		$	(5.4)	$	17.0
Pro forma loss from continuing operations						Pro forma loss from continuing operations	$	(21.9)	$	(17.0)

These amounts have been calculated after applying our accounting policies and adjusting the results of ~~LeanTeq and Aseptic~~Alluxa to reflect the additional depreciation and amortization that would have been charged assuming the fair value adjustments to property, plant and equipment and intangible assets had been applied prior to ~~2019~~2020 as well as additional interest expense to reflect financing required, together with the consequential tax effects. 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.~~this acquisition. The pro forma information does not purport to be indicative of the results of operations that actually would have resulted had the ~~acquisitions~~acquisition occurred prior to ~~2019,~~2020, or of future results of the consolidated entities.

~~We received $0.1 million~~Divestiture

On September 2, 2021, we sold certain assets and liabilities of our polymer components business unit, which was principally located in Houston, Texas and included in our Sealing Technologies segment. Sales for the ~~first quarter of 2020 as a result~~business included in our 2021 consolidated results through the date of the ~~final working capital adjustment that related to our LeanTeq acquisition.~~

Since the completion of the acquisition of Taiwan-based LeanTeq in September 2019, we commenced an analysis regarding whether we would permanently retain LeanTeq’s earnings in Taiwan or repatriate them to the United States. During the second quarter of 2020 we finalized our analysis and determined that, given the significance of the incremental tax cash cost to EnPro of repatriating LeanTeq earnings to the United States, we will retain any earnings generated by LeanTeq in Taiwan as long as theresale was ~~a significant incremental tax cash cost of repatriating amounts to the United States.~~

approximately $20 million. As a result of the decision to retain earnings in Taiwan, the income tax rate utilized in establishing deferred tax liabilities in the acquisition date balance sheet of LeanTeq was increased from 20% to 23.6%, reflecting a local tax of approximately 3.6% on undistributed earnings. The increase in the income tax rate results in an increase in goodwill and deferred tax liabilities in the acquisition date balance sheet of $7.2 million, which was initially reflected in the consolidated balance sheet as of June 30, 2020. The decision on our retention of LeanTeq’s earnings in Taiwan was our final required purchase accounting determination. Management concluded that the purchase accounting for the LeanTeq acquisition was finalized at June 30, 2020.

~~Divestitures~~

In August of 2020, subsequent to announcing the exit of our Motor Wheel® brake drum and Crewson® brake adjuster brands in the second quarter of 2020, we identified a buyer and entered into a definitive agreement to sell the assets related to the businesses. On September 2, 2020, we completed the sale, ~~for $8.9 million, net of transaction fees.~~

This transaction resulted in a $3.7 million reversal of previously accrued restructuring charges consisting of severance, contract cancellation costs, and other costs recorded in other operating expense on our consolidated statements of operations. In the third quarter of 2020, we also recorded a $3.6 million loss on sale of the business in other non-operating expense on our consolidated statements of operations.

On August 3, 2020 we announced that we entered into a definitive agreement to sell the Air Springs portion of our heavy-duty trucking business for $32.0 million in cash and a long-term promissory note with a face value of $7.5 million that will be stated at fair value. Subsequent to the announcement, we agreed with the purchaser to retain the outstanding accounts receivable in the United States, which aggregated $7.2 million at September 30, 2020. The purchase price is subject to adjustment based on the amount of cash and working capital on the closing date. We expect a negative net working capital adjustment on the closing date that approximates the net book value of the accounts receivable retained as a result of our agreement to retain the

accounts receivable. The sale is expected to close in the fourth quarter of 2020 and is subject to antitrust approvals and typical closing conditions. We expect the gain or loss to be at approximately breakeven.

As a result of this definitive agreement, we classified the Air Springs business as held for sale and reclassified all assets and liabilities of the business to be sold as current assets and current liabilities held for sale on our consolidated balance sheet as of September 30, 2020.

On June 18, 2020, we communicated our intent to exit the bushing block business of the Engineered Products segment principally located in Dieuze, France. Because the restructuring charges associated with that planned exit were not estimable, we did not record any restructuring charges related to this plan in the second quarter. During the third quarter, we continued to explore the possible sale of the business as we proceeded with plans to exit the business through a shutdown and identified a buyer to purchase the business operated at the Dieuze facility. We have classified the assets and liabilities of the business as held for sale on our consolidated balance sheet at September 30, 2020 and we have entered into a binding put option agreement with such buyer, which provides GGB France the right to sell the business to such buyer pending conclusion of a review process by the Works Councils representing the employees at the Dieuze facility. We recorded an impairment of the business, which includes non-cash impairments of long-lived assets and cash payable to the buyer upon closing.

~~For a further discussion of the impairment charges recorded in connection with the sale of the Dieuze Facility, see~~ ~~Note 4,~~ "~~Restructuring and Impairment~~".

In the second quarter of 2020 we entered into an agreement to sell the Lunar® air disc brake business and subsequently classified the business as held for sale. An impairment charge of $2.1 million was recognized in the second quarter. A subsequent increase in the fair value of the business in the third quarter resulted in a partial reversal of the second quarter impairment charge of $0.2 million. The sale of the U.S. assets of the business closed in the third quarter of 2020 for $0.3 million, resulting in a gain of $0.2 million. The sale of the Lunar® manufacturing facility located in Shanghai, China is expected to close in the fourth quarter of 2020 and its related assets and liabilities have been classified as current assets and liabilities held for sale on our consolidated balance sheet since June 30, 2020. We estimate the closing to result in an approximately breakeven pretax gain or loss.

~~Current assets and liabilities held for sale as of September 30, 2020 are comprised of the following items:~~


~~($ in millions)~~
~~Assets~~
~~Accounts receivable~~	$	~~3.1~~
~~Inventory~~	~~12.6~~

~~Property, plant and equipment, net~~	~~12.6~~
~~Other assets~~	~~12.9~~
~~Current assets held for sale~~	$	~~41.2~~

~~Liabilities~~
~~Accounts payable~~	$	~~6.9~~
~~Accrued expenses~~	~~5.2~~
~~Other liabilities~~	~~4.0~~
~~Current liabilities held for sale~~	$	~~16.1~~

Current assets held for sale excludes accounts receivables of the Air Springs business that we have agreed to retain at closing. At September 30, 2020, the accounts receivable to be retained aggregated $7.2 million.

~~4. Restructuring and Impairment~~

In the second quarter of 2020, we announced a restructuring plan to exit our STEMCO Brake Products business involving the exit of manufacturing operations related to our Motor Wheel® brake drum and Crewson® brake adjuster brands and the sale of our Lunar® air disc brake product line and related manufacturing facility in Shanghai, China. Additionally, we had a number of smaller restructuring activities at several of our other divisions.

In the third quarter of 2020, we announced the sale of our Motor Wheel® brake drum and Crewson® brake adjuster brands, the Air Springs portion of our heavy duty trucking business, our bushing block business located in Dieuze, France, evaluated several indefinite-lived trademarks for impairment, and took several restructuring actions. For a further discussion of the businesses held for sale, see ~~Note 3, "Acquisitions and Divestitures~~."

For the quarter and nine months ended September 30, 2020, respectively, we recorded $21.1 million and $40.0 million of restructuring and impairment charges. Of these charges, $21.1 million and $35.1 million are recorded in other operating expense on our consolidated income statements for the respective periods. For the nine months ended September 30, 2020, $4.9 million were recorded as cost of sales on our consolidated income statements as they pertain to impairments of inventory.

In the third quarter of 2020, sales declines by businesses utilizing two of the indefinite-lived trademarks within our Sealing Products segment were determined to be triggering events for an interim impairment analysis. Based on the results of this analysis, we recorded a ~~$16.1 million impairment~~pre-tax gain of ~~indefinite-lived trademarks in the third quarter.~~

As a result of classifying the bushing block business operated at the Dieuze facility as held for sale at September 30, 2020, we evaluated the business and determined it was impaired. We recorded a $6.2 million impairment charge that consists of $1.8 million of non-cash impairments of long-lived assets and $4.4 million (3.7 million EUR) of cash payments to be due to the buyer at closing.

~~The exit from our Motor Wheel® brake drum and Crewson® brake adjuster brands resulted in restructuring and impairment charges of $11.1~~$19.5 million in the second quarter of 2020, of which $3.6 million was related to inventory impairment charges, $3.5 million was impairment of intangible assets, and $4.0 million related to severance, contract cancellation costs, and other expenses. Subsequent to announcing the exit of our Motor Wheel® brake drum and Crewson® brake adjuster brands, we identified a buyer and completed the sale of the business in the third quarter of 2020. As a result of our ability to sell the business, we reversed $3.7 million of expenses accrued in the second quarter related to severance, contract cancellation costs, and other expenses and recognized a loss on sale of the business of $3.6 million.

In the second quarter of 2020, we entered into an agreement to sell the Lunar® air disc brake business. As a result of this agreement, we recorded the business as held for sale and incurred $2.1 million in impairment charges, of which $1.6 million related to impairment of long-lived assets and $0.5 million related to impairment of inventory. The sale of U.S. assets closed in the third quarter and the sale of the assets located in Shanghai, China is expected to close in the fourth quarter of 2020. In the third quarter of 2020, a subsequent increase in the Lunar® air disc brake assets fair value resulted in a partial reversal of the second quarter impairment charge of $0.2 million.

For the quarter and nine months ended September 30, 2019, respectively, we recorded $1.4 million and $3.7 million of restructuring and impairment charges. These charges are recorded in other expenseincome (expense) on our ~~consolidated income statements.~~Consolidated Statements of Operations.

5.3. Income Taxes

~~For the quarter ended September 30, 2020, in accordance with applicable accounting guidance, we modified our interim period~~Our income tax ~~provision methodology. The volatility in jurisdictional income impacts our ability to effectively determine an~~expense and resulting effective tax rate are based upon the estimated annual effective tax ~~rate. Accounting guidance provides an alternate approach under these circumstances, whereby~~rates applicable for the ~~actual~~respective periods adjusted for the effect of items required to be treated as discrete in the interim periods. This estimated annual effective tax rate ~~for~~is affected by the ~~interim period is used. We applied this approach as it is a better representation~~relative proportions of revenue and income before taxes in the jurisdictions in which we operate. Based on the geographical mix of earnings, our annual effective tax ~~expense allocable to~~rate fluctuates based on the ~~third quarter results.~~portion of our profits earned in each jurisdiction.

The effective tax rates for the quarters ended September 30, 2021 and 2020 were 35.4% and ~~2019 were~~ 25.4% ~~and 8.9%~~, respectively. The effective tax rate for the three months ended September 30, ~~2020~~2021 is primarily the result of ~~lower pre-tax income overall, a geographical mix of lower pre-tax income~~non-deductible tax goodwill related to the divestiture in ~~the U.S. combined with higher pre-tax income in~~our Sealing Technologies segment and higher tax rates in most foreign jurisdictions as well as the recognition of a deferred tax liability in the amount of $4.5 million associated with the Air Springs business classification as held for sale at September 30, 2020, and a $4.9 million tax benefit associated with the final regulations issued during the third quarter of 2020 under the Tax Cuts and Jobs Act.jurisdictions.

The effective tax rates for the nine months ended September 30, 2021 and 2020 were 21.9% and ~~2019 were~~ (17.9)% ~~and 40.0%~~, respectively. The effective tax rate for the nine months ended September 30, 2021 is primarily the result of the release of a valuation allowance on certain foreign net operating losses, the favorable conclusion of the IRS examination described below, and the release of certain uncertain tax positions, partially offset by higher tax rates in most foreign jurisdictions. The effective tax rate for the nine months ended September 30, 2020 is primarily the result of lower pre-tax income overall, a geographical mix of lower pre-tax income in the U.S. combined with the minimum tax on certain non-U.S. earnings, ~~current year~~and an increase of valuation allowance against certain net operating losses, ~~and~~partially offset by higher tax rates in most foreign jurisdictions. The effective tax rate for the nine months ended September 30, 2019 reflects the minimum tax on certain non-U.S. earnings, higher tax rates in most foreign jurisdictions and adjustments to state net operating losses.

In June 2017, the IRS began an examination of our 2014 through 2017 U.S. federal income tax ~~return. Although this examination is part of~~returns. The IRS audit concluded during the quarter ended June 30, 2021. As a ~~routine and recurring cycle, we cannot predict the final outcome or expected conclusion date~~result of the ~~audit.~~conclusion of the audit, we received a cash refund of $24.7 million plus $1.2 million of applicable interest in October of 2021. These amounts were included in income tax receivable and prepaid expenses and other current assets, respectively, on our Consolidated Balance Sheet as of September 30, 2021. Various foreign and state tax returns are also currently under examination and some of these exams may conclude within the next twelve months. The final outcomes of these audits are not yet determinable; however, management believes that any assessments that may arise will not have a material effect on our financial results.

4. Earnings Per Share

Quarters Ended
September 30, Nine months ended September 30,
2020 2019 2020 2019
(in millions, except per share amounts)
Numerator (basic and diluted):
Income (loss) from continuing operations attributable to EnPro Industries, Inc. $ (21.6) $ (8.4) $ (14.8) $ 16.0
Income from discontinued operations, net of taxes 1.9 6.9 207.3 19.5
Net income (loss) attributable to EnPro Industries, Inc. $ (19.7) $ (1.5) $ 192.5 $ 35.5
Denominator:
Weighted-average shares – basic 20.5 20.6 20.5 20.7
Share-based awards 0 0 0 0.1
Weighted-average shares – diluted 20.5 20.6 20.5 20.8
Basic earnings (loss) per share attributable to EnPro Industries, Inc.:
Continuing operations $ (1.05) $ (0.41) $ (0.72) $ 0.77
Discontinued operations 0.09 0.33 10.09 0.94
Net income (loss) per share $ (0.96) $ (0.08) $ 9.37 $ 1.71
Diluted earnings (loss) per share attributable to EnPro Industries, Inc.:
Continuing operations $ (1.05) $ (0.41) $ (0.72) $ 0.77
Discontinued operations 0.09 0.33 10.09 0.94
Net income (loss) per share $ (0.96) $ (0.08) $ 9.37 $ 1.71


	Quarters Ended September 30,				Nine Months Ended September 30, 2021
	2021		2020		2021		2020
	(in millions, except per share amounts)
Numerator (basic and diluted):
Income (loss) from continuing operations, net of tax	$	27.6	$	(21.3)	$	74.9	$	(14.3)
Less: net income attributable to redeemable non-controlling interests	0.1		0.3		0.1		0.5
Income (loss) from continuing operations attributable to EnPro Industries, Inc.	27.5		(21.6)		74.8		(14.8)
Income from discontinued operations, net of tax	—		1.9		—		207.3
Net income (loss) attributable to EnPro Industries, Inc.	$	27.5	$	(19.7)	$	74.8	$	192.5
Denominator:
Weighted-average shares – basic	20.6		20.5		20.6		20.5
Share-based awards	0.1		—		0.2		—

Weighted-average shares – diluted	20.7		20.5		20.8		20.5
Basic earnings (loss) per share attributable to EnPro Industries, Inc.:
Continuing operations	$	1.34	$	(1.05)	$	3.63	$	(0.72)
Discontinued operations	—		0.09		—		10.09
Net income (loss) per share	$	1.34	$	(0.96)	$	3.63	$	9.37
Diluted earnings (loss) per share attributable to EnPro Industries, Inc.:
Continuing operations	$	1.33	$	(1.05)	$	3.61	$	(0.72)
Discontinued operations	—		0.09		—		10.09
Net income (loss) per share	$	1.33	$	(0.96)	$	3.61	$	9.37

In the quarter and nine months ended September 30, 2020, ~~and the quarter ended September 30, 2019,~~ there were losses from continuing operations attributable to common shares. There were 0.1 million of potentially dilutive shares excluded from the calculation of diluted earnings per share during each of those periods since they were antidilutive.

7.5. Inventories


		September 30, 2020		December 31, 2019			September 30, 2021		December 31, 2020
		(in millions)					(in millions)
Finished products	Finished products	$	56.6	$	80.6	Finished products	$	66.0	$	69.4
Work in process	Work in process	23.1		23.7		Work in process	25.9		24.8
Raw materials and supplies	Raw materials and supplies	48.7		56.1		Raw materials and supplies	60.5		48.7
		128.4		160.4			152.4		142.9
Reserve to reduce certain inventories to LIFO basis	Reserve to reduce certain inventories to LIFO basis	(3.6)		(3.3)		Reserve to reduce certain inventories to LIFO basis	(4.6)		(3.8)

Total inventories	Total inventories	$	124.8	$	157.1	Total inventories	$	147.8	$	139.1

We use the last-in, first-out (“LIFO”) method of valuing certain of our inventories. An actual valuation of inventory under the LIFO method can be made only at the end of each year based on the inventory levels and costs at that time. Accordingly, interim LIFO calculations are based on management’s estimates of expected year-end inventory levels and costs, which are subject to change until the final year-end LIFO inventory valuation.

8.6. Goodwill and Other Intangible Assets

The changes in the net carrying value of goodwill by reportable segment for the nine months ended September 30, ~~2020,~~2021, are as follows:

Sealing
Products Engineered
Products Total
(in millions)
Goodwill as of December 31, 2019 $ 468.6 $ 16.7 $ 485.3
Acquisition of business 7.1 0 7.1
Divestiture of businesses (7.0) 0 (7.0)
Foreign currency translation 1.6 (0.1) 1.5
Goodwill as of September 30, 2020 $ 470.3 $ 16.6 $ 486.9


	Sealing Technologies		Advanced Surface Technologies		Engineered Materials		Total
	(in millions)


Goodwill as of December 31, 2020	$	297.4	$	307.7	$	16.7	$	621.8


Divestiture of business	(13.5)		—		—		(13.5)
Foreign currency translation	(2.9)		1.2		—		(1.7)



Goodwill as of September 30, 2021	$	281.0	$	308.9	$	16.7	$	606.6

The goodwill balances reflected above are net of accumulated impairment losses of $27.8 million for the Sealing ~~Products~~Technologies segment and $154.8 million for the Engineered ~~Products~~Materials segment as of September 30, ~~2020~~2021 and December 31, ~~2019.~~2020.

Identifiable intangible assets are as follows:


		As of September 30, 2020				As of December 31, 2019					As of September 30, 2021				As of December 31, 2020
		Gross Carrying Amount		Accumulated Amortization		Gross Carrying Amount		Accumulated Amortization			Gross Carrying Amount		Accumulated Amortization		Gross Carrying Amount		Accumulated Amortization
		(in millions)									(in millions)
Amortized:	Amortized:									Amortized:
Customer relationships	Customer relationships	$	455.8	$	168.2	$	470.1	$	166.2	Customer relationships	$	502.4	$	194.1	$	505.5	$	177.8
Existing technology	Existing technology	98.8		38.3		117.5		50.8		Existing technology	179.5		50.3		179.6		41.3
Trademarks	Trademarks	37.5		24.7		39.4		24.1		Trademarks	43.4		26.3		44.6		25.7
Other	Other	33.4		24.8		33.6		24.0		Other	37.3		24.2		37.6		22.3
		625.5		256.0		660.6		265.1			762.6		294.9		767.3		267.1
Indefinite-Lived:	Indefinite-Lived:									Indefinite-Lived:
Trademarks	Trademarks	53.0		—		71.4		—		Trademarks	53.3		—		53.4		—
Total	Total	$	678.5	$	256.0	$	732.0	$	265.1	Total	$	815.9	$	294.9	$	820.7	$	267.1

Amortization for the quarters ~~ended September 30, 2020~~ and ~~2019 were $8.9 million, and $7.4 million, respectively. Amortization for the~~ nine months ended September 30, 2021 and 2020 were $11.1 million, $8.9 million, $33.7 million and ~~2019 were~~ $26.8 million, ~~and $21.4 million,~~ respectively.

~~Impairments of indefinite-lived trademarks during the nine months ended September 30, 2020 were $18.2 million.~~

9.7. Accrued Expenses


		September 30, 2020		December 31, 2019			September 30, 2021		December 31, 2020
		(in millions)					(in millions)
Salaries, wages and employee benefits	Salaries, wages and employee benefits	$	45.9	$	43.7	Salaries, wages and employee benefits	$	56.5	$	46.3
Interest	Interest	9.7		5.1		Interest	9.5		4.4
Environmental	Environmental	26.1		25.2		Environmental	12.6		12.6

Income taxes	Income taxes	9.7		13.5		Income taxes	11.9		9.9
Taxes other than income taxes	Taxes other than income taxes	9.7		9.1		Taxes other than income taxes	11.7		9.4
Operating lease liabilities	Operating lease liabilities	8.9		9.3		Operating lease liabilities	9.1		10.1
Legal settlement		7.8		0.4

Other	Other	36.3		31.0		Other	31.5		35.7
		$	154.1	$	137.3		$	142.8	$	128.4

~~10.~~8. Long-Term Debt

Revolving Credit Facility

On September 25, 2019, we entered into a First Amendment (the "First Amendment") to our Second Amended and Restated Credit Agreement (the "Credit Agreement”) among EnPro Industries, Inc. and EnPro Holdings, Inc., a wholly owned subsidiary of the Company (“EnPro Holdings”), as borrowers, the guarantors party thereto, the lenders party thereto and Bank of America, N.A., as Administrative Agent, Swing Line Lender and Letter of Credit Issuer. The Credit Agreement provides for a five-year, senior secured revolving credit facility of $400.0 million (the “Revolving Credit Facility”) and a five-year, senior secured term loan facility of $150.0 million (the "Term Loan Facility" and, together with the Revolving Credit Facility, the "Facilities"). The Amended Credit Agreement also provides that the borrowers may seek incremental term loans and/or additional revolving credit commitments in an amount equal to the greater of $225.0 million and 100% of consolidated EBITDA (as defined) for the most recently ended four-quarter period for which we have reported financial results, plus additional amounts based on a consolidated senior secured leverage ratio.

Initially, borrowings under the Facilities bore interest at an annual rate of LIBOR plus 1.50% or base rate plus 0.50%, with the interest rates under the Facilities being subject to incremental increases based on a consolidated total net leverage ratio. In addition, a commitment fee accrues with respect to the unused amount of the Revolving Credit Facility at an annual rate of 0.175%, which rate is also subject to incremental increase or decrease based on a consolidated total net leverage ratio.

The Term Loan Facility amortizes on a quarterly basis in an annual amount equal to 2.50% of the original principal amount of the Term Loan Facility in each of years one through three, 5.00% of such original principal amount in year four, and 1.25% of such original principal amount in each of the first three quarters of year five, with the remaining outstanding principal amount payable at maturity.

The Facilities are subject to prepayment with the net cash proceeds of certain asset sales, casualty or condemnation events, and non-permitted debt issuances.

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

Borrowings under the Revolving Credit Facility are secured by a first-priority pledge of certain assets. The Credit Agreement contains certain financial covenants and required financial ratios including a maximum consolidated total net leverage and a minimum consolidated interest coverage as defined in the Credit Agreement. We were in compliance with all covenants of the Credit Agreement as of September 30, ~~2020.~~2021.

The borrowing availability under the Revolving Credit Facility at September 30, ~~2020~~2021 was ~~$388.6~~$388.5 million after giving consideration to ~~$11.4~~$11.5 million of outstanding letters of credit. ~~We have $147.1~~At September 30, 2021, we had $142.5 million outstanding on our Term Loan Facility borrowings. The Credit Agreement requires us to apply the net cash proceeds of certain asset sales and involuntary dispositions that are not invested in operating assets (other than current assets) within 365 days after receipt, in the event the aggregate net proceeds in any fiscal year equal or exceed $5.0 million, to prepay loans outstanding under the Credit Agreement and establish cash collateral equal to the amount of any outstanding letters of credit issued under the Credit Agreement. This requirement applies to the net cash proceeds received in the divestiture of Fairbanks Morse and could require us to prepay in the first quarter of 2021 amounts then outstanding under the Facilities, including the Term Loan Facility, and provide cash collateral for outstanding letters of credit issued under the Credit Agreement, to the extent we do not sufficiently invest in such operating assets by then. In such event, the Credit Agreement would permit continued borrowing under the Revolving Credit Agreement after the prepayment of such amounts, though no further borrowing would be available under the Term Loan Facility.

Senior Notes

In October 2018, we completed the offering of $350.0 million aggregate principal amount of 5.75% Senior Notes due 2026 (the "Senior Notes").

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

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

Each holder of the Senior Notes may require us to repurchase some or all of the Senior Notes held by such holder for cash upon the occurrence of a defined "change of control" event.

The indenture governing the Senior Notes includes covenants that restrict our ability to engage in certain activities, including incurring additional indebtedness, paying dividends, and repurchasing shares of our common stock, subject in each case to specified exceptions and qualifications set forth in the indenture. ~~The indenture further requires us to apply the net cash proceeds~~As of ~~certain asset sales not invested~~September 30, 2021, we were in acquisitions, assets, property or capital expenditures or used to repay or otherwise reduce specified indebtedness (including prepayment of borrowings under the Term Loan Facility) within a specified period, in the eventcompliance with all covenants of the ~~net proceeds exceeding a specified amount, to offer to repurchase~~indenture governing the Senior Notes at a price equal to 100% of the principal amount thereof plus accrued and unpaid interest. This requirement applies to the net cash proceeds received in the divestiture of Fairbanks Morse and could require us to make such an offer to repurchase the Senior Notes in the second quarter of 2021 to the extent we do not sufficiently invest in acquisitions, assets, property or capital expenditures or repay or otherwise reduce specified indebtedness by then.Notes.

~~11.~~9. Pensions and Postretirement Benefits

The components of net periodic benefit cost for our U.S. and foreign defined benefit pension and other postretirement plans for the quarters and nine months ended September 30, ~~2020~~2021 and ~~2019,~~2020, are as follows:


		Quarters Ended September 30,								Nine months ended September 30,									Quarters Ended September 30,								Nine Months Ended September 30,
		Pension Benefits				Other Benefits				Pension Benefits				Other Benefits					Pension Benefits				Other Benefits				Pension Benefits				Other Benefits
		2020		2019		2020		2019		2020		2019		2020		2019			2021		2020		2021		2020		2021		2020		2021		2020
		(in millions)																	(in millions)
Service cost	Service cost	$	1.2	$	1.1	$	0	$	0	$	3.4	$	3.4	$	0	$	0.1	Service cost	$	0.4	$	1.2	$	—	$	—	$	1.2	$	3.4	$	—	$	—
Interest cost	Interest cost	2.5		3.1		0		0		7.9		9.2		0.1		0.1		Interest cost	2.3		2.5		—		—		6.8		7.9		0.1		0.1
Expected return on plan assets	Expected return on plan assets	(4.8)		(4.0)		0		0		(14.3)		(12.0)		0		0		Expected return on plan assets	(4.5)		(4.8)		—		—		(13.6)		(14.3)		—		—
Amortization of prior service cost	Amortization of prior service cost	0		0		0		0.1		0		0.1		0		0.1		Amortization of prior service cost	—		—		—		—		0.1		—		—		—
Amortization of net loss (gain)	Amortization of net loss (gain)	1.4		1.7		0.1		0		4.0		5.0		(1.0)		0		Amortization of net loss (gain)	0.2		1.4		0.1		0.1		0.5		4.0		0.1		(1.0)
Curtailment loss	Curtailment loss	0				0				0.3				0				Curtailment loss	—		—		—		—		—		0.3		—		—
Net periodic benefit cost		$	0.3	$	1.9	$	0.1	$	0.1	$	1.3	$	5.7	$	(0.9)	$	0.3
Net periodic benefit cost (benefit)																		Net periodic benefit cost (benefit)	$	(1.6)	$	0.3	$	0.1	$	0.1	$	(5.0)	$	1.3	$	0.2	$	(0.9)

~~NaN~~No contributions were made in the nine months ended September 30, ~~2020 to our U.S. defined benefit pension plans. We currently expect to make approximately $4.0 million in contributions~~2021 to our U.S. defined benefit pension plans and we do not anticipate making contributions in ~~the fourth quarter~~2021 to these plans. Benefits relating to our U.S. defined benefit pension plans were frozen for all salaried employees as of ~~2020.~~January 1, 2021.

139

~~12.~~10. Shareholders' Equity

Changes in shareholders' equity for the ~~first three quarters of calendar 2020~~nine months ended September 30, 2021 are as follows:


		Common Stock			Additional Paid-in Capital				Retained Earnings		Accumulated Other Comprehensive Loss					Treasury Stock			Total Permanent Shareholders' Equity				Redeemable Non-controlling Interest			Common Stock				Additional Paid-in Capital				Retained Earnings				Accumulated Other Comprehensive Loss				Treasury Stock				Total Shareholders' Equity				Redeemable Non-controlling Interests
(in millions, except per share data)	(in millions, except per share data)	Shares	Amount										(in millions, except per share data)		Shares						Amount
Balance, December 31, 2019		20.6	$	0.2			$	292.1					$	632.2				$	(36.4)			$	(1.2)			$	886.9	$	28.0
Adoption of new accounting standard		—	—		—				(0.1)		—					—			(0.1)				—
Balance, December 31, 2020																									Balance, December 31, 2020	20.5		$	0.2			$	289.6			$	794.8			$	(4.9)			$	(1.2)			$	1,078.5			$	48.4

Net income																									Net income	—		—		—				18.0				—				—				18.0				0.1
Other comprehensive loss																									Other comprehensive loss	—		—		—				—				(7.9)				—				(7.9)				(0.5)
Dividends ($0.27 per share)																									Dividends ($0.27 per share)	—		—		—				(5.7)				—				—				(5.7)				—

Incentive plan activity																									Incentive plan activity	0.1		—		1.2				—				—				—				1.2				—
Other																									Other	—		—		(0.1)				(3.1)				—				—				(3.2)				3.2
Balance, March 31, 2021																									Balance, March 31, 2021	20.6		0.2		290.7				804.0				(12.8)				(1.2)				1,080.9				51.2
Net income (loss)																									Net income (loss)	—		—		—				29.3				—				—				29.3				(0.1)
Other comprehensive income																									Other comprehensive income	—		—		—				—				11.8				—				11.8				0.6
Dividends ($0.27 per share)																									Dividends ($0.27 per share)	—		—		—				(5.6)								—				(5.6)				—

Incentive plan activity																									Incentive plan activity	—		—		1.6				—				—				—				1.6				—
Other																									Other	—		—		(0.1)				0.2				—				—				0.1				(0.1)
Balance, June 30, 2021																									Balance, June 30, 2021	20.6		0.2		292.2				827.9				(1.0)				(1.2)				1,118.1				51.6
Net income	Net income	—	—		—				218.7		—					—			218.7				0.1		Net income	—		—		—				27.5				—				—				27.5				0.1
Other comprehensive income (loss)	Other comprehensive income (loss)	—	—		—				—		(22.5)					—			(22.5)				0.9		Other comprehensive income (loss)	—		—		—				—				(1.2)				—				(1.2)				0.2
Dividends ($0.26 per share)		—	—		—				(5.3)		—					—			(5.3)				—
Share repurchases		(0.1)	—		(5.3)				—		—					—			(5.3)				—
Incentive plan activity		—	—		1.0				—		—					—			1.0				—
Dividends ($0.27 per share)																									Dividends ($0.27 per share)	—		—		—				(5.6)				—				—				(5.6)				—

Other	Other	—	—		(1.5)				—		—					—			(1.5)				—		Other	—		—		(1.0)				2.9				—				—				1.9				(1.9)
Balance, March 31, 2020		20.5	0.2		286.3				845.5		(58.9)					(1.2)			1,071.9				29.0
Net income (loss)		—	—		—				(6.5)		—					—			(6.5)				0.1
Other comprehensive income		—	—		—				—		22.7					—			22.7				0.6
Dividends ($0.26 per share)		—	—		—				(5.4)		—					—			(5.4)				—

Incentive plan activity		—	—		1.5				—		—					—			1.5				—
Balance, June 30, 2020		20.5	0.2		287.8				833.6		(36.2)					(1.2)			1,084.2				29.7
Net income (loss)		—	—		—				(19.7)		—					—			(19.7)				0.3
Other comprehensive income		—	—		—				—		6.1					—			6.1				0.5
Dividends ($0.26 per share)		—	—		—				(5.4)		—					—			(5.4)				—

Incentive plan activity		—	—		0.7				—		—					—			0.7				—
Balance, September 30, 2020		20.5	$	0.2	$	288.5			$	808.5	$	(30.1)				$	(1.2)		$	1,065.9			$	30.5
Balance, September 30, 2021																									Balance, September 30, 2021	20.6		$	0.2	$	291.2			$	852.7			$	(2.2)			$	(1.2)			$	1,140.7			$	50.0

1410

Changes in shareholders' equity for the ~~first three quarters of calendar 2019~~nine months ended September 30, 2020 are as follows:


		Common Stock			Additional Paid-in Capital				Retained Earnings		Accumulated Other Comprehensive Loss					Treasury Stock			Total Shareholders' Equity				Redeemable non-controlling interest			Common Stock				Additional Paid-in Capital				Retained Earnings				Accumulated Other Comprehensive Loss				Treasury Stock				Total Shareholders' Equity				Redeemable Non-controlling Interests
(in millions, except per share data)	(in millions, except per share data)	Shares	Amount										(in millions, except per share data)		Shares						Amount
Balance, December 31, 2018		20.7	$	0.2			$	301.0					$	603.3				$	(45.5)			$	(1.3)			$	857.7	$	—
Balance, December 31, 2019																									Balance, December 31, 2019	20.6		$	0.2			$	292.1			$	632.2			$	(36.4)			$	(1.2)			$	886.9			$	28.0
Adoption of new accounting standard	Adoption of new accounting standard	—	—		—				11.5		(11.5)					—			—				—		Adoption of new accounting standard	—		—		—				(0.1)				—				—				(0.1)				—
Net income	Net income	—	—		—				13.1		—					—			13.1				—		Net income	—		—		—				218.7				—				—				218.7				0.1
Other comprehensive income		—	—		—				—		6.8					—			6.8				—
Dividends ($0.25 per share)		—	—		—				(5.3)		—					—			(5.3)				—
Other comprehensive income (loss)																									Other comprehensive income (loss)	—		—		—				—				(22.5)				—				(22.5)				0.9
Dividends ($0.26 per share)																									Dividends ($0.26 per share)	—		—		—				(5.3)				—				—				(5.3)				—
Share repurchases	Share repurchases	—	—		(2.4)				—		—					—			(2.4)				—		Share repurchases	(0.1)		—		(5.3)				—				—				—				(5.3)				—
Incentive plan activity	Incentive plan activity	0.1	—		1.2				—		—					—			1.2				—		Incentive plan activity	—		—		1.0				—				—				—				1.0				—
Balance, March 31, 2019		20.8	0.2		299.8				622.6		(50.2)					(1.3)			871.1				—
Net income		—	—		—				23.9		—					—			23.9				—
Other comprehensive loss		—	—		—				—		(2.6)					—			(2.6)				—
Dividends ($0.25 per share)		—	—		—				(5.2)		—					—			(5.2)				—
Share repurchases		(0.2)	—		(12.6)				—		—					—			(12.6)				—
Incentive plan activity		—	—		1.6				—		—					—			1.6				—
Balance, June 30, 2019		20.6	0.2		288.8				641.3		(52.8)					(1.3)			876.2				—
LeanTeq acquisition		—	—		—				—		—					—			—				28.0
Net loss		—	—		—				(1.5)		—					—			(1.5)				—
Other																									Other	—		—		(1.5)				—				—				—				(1.5)				—
Balance, March 31, 2020																									Balance, March 31, 2020	20.5		0.2		286.3				845.5				(58.9)				(1.2)				1,071.9				29.0
Net income (loss)																									Net income (loss)	—		—		—				(6.5)				—				—				(6.5)				0.1
Other comprehensive income	Other comprehensive income	—	—		—				—		5.2					—			5.2				—		Other comprehensive income	—		—		—				—				22.7				—				22.7				0.6
Dividends ($0.25 per share)		—	—		—				(5.2)		—					—			(5.2)				—
Dividends ($0.26 per share)																									Dividends ($0.26 per share)	—		—		—				(5.4)				—				—				(5.4)				—

Incentive plan activity	Incentive plan activity	—	—		1.7				—		—					—			1.7				—		Incentive plan activity	—		—		1.5				—				—				—				1.5				—
Balance, September 30, 2019		20.6	$	0.2	$	290.5			$	634.6	$	(47.6)				$	(1.3)		$	876.4			$	28.0
Balance, June 30, 2020																									Balance, June 30, 2020	20.5		0.2		287.8				833.6				(36.2)				(1.2)				1,084.2				29.7

Net income (loss)																									Net income (loss)	—		—		—				(19.7)				—				—				(19.7)				0.3
Other comprehensive income																									Other comprehensive income	—		—		—				—				6.1				—				6.1				0.5
Dividends ($0.26 per share)																									Dividends ($0.26 per share)	—		—		—				(5.4)				—				—				(5.4)				—

Incentive plan activity																									Incentive plan activity	—		—		0.7				—				—				—				0.7				—
Balance, September 30, 2020																									Balance, September 30, 2020	20.5		$	0.2	$	288.5			$	808.5			$	(30.1)			$	(1.2)			$	1,065.9			$	30.5

We intend to declare regular quarterly cash dividends on our common stock, as determined by our board of directors, after taking into account our current and projected cash flows, earnings, financial position, debt covenants and other relevant factors. In accordance with the board of ~~directors declarations,~~directors' declaration, total dividend payments of ~~$16.2~~$16.8 million were made during the nine months ended September 30, ~~2020.~~2021.

In ~~October 2020,~~November 2021, our board of directors declared a dividend of ~~$0.26~~$0.27 per share, payable on December ~~16, 2020~~15, 2021 to all shareholders of record as of December ~~2, 2020.~~1, 2021.

In October 2018, our board of directors authorized the expenditure of up to $50.0 million for the repurchase of our outstanding common shares. During the nine months ended September 30, 2020 we repurchased 0.1 million shares for $5.3 million. Prior to the expiration of the authorization in October 2020, ~~we repurchased~~total repurchases under the October 2018 authorization aggregated 0.3 million shares for $20.3 million.

In October 2020, our board of directors authorized the expenditure of up to ~~$50~~$50.0 million for the repurchase of our outstanding common shares through October 2022. We have not made any repurchases under this authorization.

In February ~~2020,~~2021, we issued stock options to certain key executives ~~for~~for 0.1 million common shares ~~with~~with an exercise price of ~~$53.78~~$80.00 per share. The options vest pro-rata on the first, second and third anniversaries of the grant date, subject to continued employment. No options have a term greater than 10 years.

We determine the fair value of stock options using the Black-Scholes option pricing formula as of the grant date. Key inputs into this formula include expected term, expected volatility, expected dividend yield, and the risk-free interest rate. This fair value is amortized on a straight line basis over the vesting period.

The expected term represents the period that our stock options are expected to be outstanding, and is determined based on historical experience of similar awards, given the contractual terms of the awards, vesting schedules, and expectations of future employee behavior. The fair value of stock options reflects a volatility factor calculated using historical market data for EnPro's

common stock. The time frame used was approximated as a six-year period from the grant date for the awards. The dividend assumption is based on our expectations as of the grant date. We base the risk-free interest rate on the yield to maturity at the time of the stock option grant on zero-coupon U.S. government bonds having a remaining life equal to the option's expected life. ~~When estimating forfeitures, we consider voluntary termination behaviors as well as analysis of actual option forfeitures.~~

The option awards issued in ~~2020~~2021 had a fair value of ~~$13.64~~$27.46 per share at their grant date. The following assumptions were used to estimate the fair value of the ~~2020~~2021 option awards:


Average expected term	6 years
Expected volatility	~~31.53~~40.29	%
Risk-free interest rate	~~1.17~~1.02	%
Expected dividend yield	~~1.93~~1.35	%

~~13.~~11. Business Segment Information

We aggregate our operating businesses into 23 reportable segments. The factors considered in determining our reportable segments are the economic similarity of the businesses, the nature of products sold or services provided, the production processes and the types of customers and distribution methods. Our reportable segments are managed separately based on these differences.

Our Sealing ~~Products~~Technologies segment designs, manufactures and sells sealing products, including: metallic, non-metallic and composite material gaskets, dynamic seals, compression packing, resilient metal seals, elastomeric seals, custom-engineered mechanical seals for applications in the aerospace industry and other markets, hydraulic components, expansion joints, ~~modular sealing systems for sealing pipeline penetrations and pipe casing isolators and end seals,~~ sanitary gaskets, hoses and fittings for the hygienic process industries, fluid transfer products for the pharmaceutical and biopharmaceutical industries, hole forming products, ~~manhole infiltration sealing systems,~~ bellows and bellows assemblies, ~~pedestals for semiconductor manufacturing,~~ PTFE products, and heavy-duty commercial vehicle parts used in ~~the~~ wheel-end and ~~suspension.~~suspension components. These products are used in a variety of industries, including chemical and petrochemical processing, pulp and paper processing, power generation, food and pharmaceutical processing, primary metal manufacturing, mining, water and waste treatment, heavy-duty trucking, aerospace, medical, filtration and semiconductor fabrication. In ~~addition~~many of these industries, performance and durability are vital for safety and environmental protection. Many of our products are used in highly demanding applications, e.g., where extreme temperatures, extreme pressures, corrosive environments, strict tolerances, and/or worn equipment make product performance difficult.

Our Advanced Surface Technologies segment applies proprietary technologies, processes, and capabilities to ~~these~~deliver highly differentiated suites of products ~~we also provide~~and services for the most challenging applications in high growth markets. The segment’s products and services are used in highly demanding environments requiring performance, precision and repeatability, with a low tolerance for failure. The segment’s services include cleaning, coating, testing, refurbishment and ~~refurbishment~~verification services for critical components and assemblies used in state-of-the-art advanced node semiconductor manufacturing equipment. ~~The~~It designs, manufactures and sells specialized optical filters and thin-film coatings for the most challenging applications in the industrial technology, life sciences, and semiconductor markets and complex front-end wafer processing sub-systems, new and refurbished electrostatic chuck pedestals, thin film coatings, and edge-welded metal bellows for the semiconductor equipment ~~serviced is used to produce advanced microchips~~industry and for ~~smartphones, autonomous vehicles, high-speed wireless connectivity, artificial intelligence,~~critical applications in the space, aerospace and ~~other applications.~~defense markets.

Our Engineered ~~Products~~Materials segment includes operations that design, manufacture and sell self-lubricating, non-rolling metal-polymer, ~~solid polymer~~engineered plastics, and ~~filament wound~~fiber reinforced composite bearing products, ~~aluminum blocks for hydraulic applications, bolted flange and welded joint isolation for pipelines, and~~ precision engineered components and lubrication systems for reciprocating ~~compressors.~~compressors and engines, critical service flange gaskets, seals and electrical flange isolation kits 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 used in a wide range of applications, including the automotive, aerospace, pharmaceutical, pulp and paper, natural gas, health, power generation, machine tools, air treatment, refining, petrochemical and general industrial markets.

We measure operating performance based on segment earnings before interest, income taxes, depreciation, amortization, and other selected items ("Adjusted Segment ~~profit~~EBITDA"), which is ~~total~~ segment revenue reduced by operating expenses ~~restructuring~~ and other costs identifiable with the ~~segment.~~segment, excluding acquisition and divestiture expenses, restructuring costs, impairment charges, non-controlling interest compensation, amortization of the fair value adjustment to acquisition date inventory, and depreciation and amortization. Adjusted Segment EBITDA is not defined under GAAP and may not be comparable to similarly-titled measures used by other companies. Corporate expenses include general corporate administrative costs. Expenses not directly attributable to the segments, corporate expenses, net interest expense, gains and losses related to the sale of assets, ~~impairments of indefinite-lived trademarks~~ and income taxes are not included in the computation of ~~segment profit.~~Adjusted Segment EBITDA. The accounting policies of the reportable segments are the same as those for EnPro.

Non-controlling interest compensation allocation represents compensation expense associated with a portion of the rollover equity from the acquisitions of LeanTeq and Alluxa being subject to reduction for certain types of employment terminations of the sellers. This expense is recorded in selling, general, and administrative expenses on our Consolidated Statements of Operations and is directly related to the terms of the acquisitions. This expense will continue to be recognized as compensation expense over the term of the put and call options associated with the acquisitions unless certain employment terminations have occurred.

Segment operating results and other financial data for the quarters and nine months ended September 30, ~~2020~~2021 and ~~2019~~2020 were as follows:

Quarters Ended September 30, Nine Months Ended September 30,
2020 2019 2020 2019
(in millions)
Sales
Sealing Products $ 201.8 $ 219.5 $ 601.4 $ 668.0
Engineered Products 67.7 81.1 201.4 255.8
269.5 300.6 802.8 923.8
Intersegment sales (1.2) (1.6) (4.8) (4.6)
Net sales $ 268.3 $ 299.0 $ 798.0 $ 919.2
Segment profit (loss)
Sealing Products $ 33.0 $ 17.8 $ 69.5 $ 66.2
Engineered Products (3.5) 10.6 (0.2) 28.7
Total segment profit 29.5 28.4 69.3 94.9
Corporate expenses (11.7) (8.1) (27.3) (25.5)
Interest expense, net (3.9) (3.8) (11.4) (12.5)
Other expense, net (42.5) (25.8) (42.7) (30.3)
Income (loss) from continuing operations before income taxes $ (28.6) $ (9.3) $ (12.1) $ 26.6


	Quarters Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
	(in millions)
Sales
Sealing Technologies	$	146.9	$	157.8	$	455.9	$	482.0
Advanced Surface Technologies	64.3		44.6		178.2		121.3
Engineered Materials	73.8		67.7		234.2		201.4
	285.0		270.1		868.3		804.7
Intersegment sales	(1.9)		(1.8)		(7.3)		(6.7)
Total sales	$	283.1	$	268.3	$	861.0	$	798.0

Adjusted Segment EBITDA
Sealing Technologies	$	34.5	$	32.0	$	110.8	$	96.1
Advanced Surface Technologies	19.4		13.4		52.3		31.7
Engineered Materials	8.8		7.9		34.4		21.1
	$	62.7	$	53.3	$	197.5	$	148.9

Reconciliation of Adjusted Segment EBITDA to income (loss) from continuing operations before income taxes
Adjusted Segment EBITDA	$	62.7	$	53.3	$	197.5	$	148.9
Acquisition and divestiture expenses	(0.3)		(1.3)		(0.4)		(2.6)
Non-controlling interest compensation allocation	(1.3)		(0.5)		(4.1)		(1.6)
Amortization of fair value adjustment to acquisition date inventory	(1.0)		—		(5.8)		—
Restructuring and impairment expense	(0.7)		(5.0)		(5.2)		(23.9)
Depreciation and amortization expense	(18.3)		(17.0)		(55.6)		(51.5)
Corporate expenses	(11.6)		(11.7)		(36.0)		(27.3)
Interest expense, net	(2.6)		(3.9)		(10.2)		(11.4)
Other income (expense), net	15.8		(42.5)		15.8		(42.7)
Income (loss) from continuing operations before income taxes	$	42.7	$	(28.6)	$	96.0	$	(12.1)

Segment assets are as follows:

September 30,
2020 December 31,
2019
(in millions)
Sealing Products $ 1,255.4 $ 1,316.5
Engineered Products 253.6 259.4
Corporate 515.0 205.1
Discontinued operations 0 254.1
$ 2,024.0 $ 2,035.1


	September 30, 2021		December 31, 2020
	(in millions)
Sealing Technologies	$	713.1	$	741.9
Advanced Surface Technologies	758.5		768.2
Engineered Materials	250.5		245.8
Corporate	430.6		327.7

	$	2,152.7	$	2,083.6

Backlog

As of September 30, ~~2020,~~2021, the aggregate amount of transaction price of remaining performance obligations, or backlog, on a consolidated basis was ~~$201.1~~$298.3 million. Approximately ~~95%~~96% of these obligations are expected to be satisfied within one year. There is no certainty these orders will result in actual sales at the times or in the amounts ordered. In addition, for most of our business, this total is not particularly predictive of future performance because of our short lead times and some seasonality.

Revenue by End Market

Due to the diversified nature of our business and the wide array of products that we offer, we sell into a number of end markets. Underlying economic conditions within these markets are a major driver of our segments' sales performance. Below is a summary of our ~~third party~~third-party sales by major end market with which we did business for the quarters and nine months ended September 30, ~~2020~~2021 and ~~2019:~~2020:


	Quarter Ended September 30, 2021
(in millions)	Sealing Technologies		Advanced Surface Technologies		Engineered Materials		Total
Aerospace	$	8.4	$	2.6	$	1.6	$	12.6
Automotive	0.6		0.2		13.4		14.2
Chemical and material processing	17.5		—		11.2		28.7
Food and pharmaceutical	16.8		—		0.3		17.1
General industrial	40.9		7.2		27.2		75.3
Medium-duty/heavy-duty truck	43.2		—		2.1		45.3
Oil and gas	4.6		1.0		16.3		21.9
Power generation	8.4		0.1		0.8		9.3
Semiconductors	3.3		52.5		—		55.8
Other	1.8		0.6		0.5		2.9
Total third-party sales	$	145.5	$	64.2	$	73.4	$	283.1

1714


		Quarter Ended September 30, 2020							Quarter Ended September 30, 2020
(in millions)	(in millions)	Sealing Products		Engineered Products		Total		(in millions)	Sealing Technologies		Advanced Surface Technologies		Engineered Materials		Total
Aerospace	Aerospace	$	12.0	$	0.9	$	12.9	Aerospace	$	10.3	$	1.7	$	0.9	$	12.9
Automotive	Automotive	0.4		16.7		17.1		Automotive	0.4		—		14.1		14.5
Chemical and material processing	Chemical and material processing	9.3		11.0		20.3		Chemical and material processing	9.3		—		11.0		20.3
Food and pharmaceutical	Food and pharmaceutical	12.7		0.4		13.1		Food and pharmaceutical	12.7		—		0.4		13.1
General industrial	General industrial	38.5		15.9		54.4		General industrial	38.6		—		20.3		58.9
Medium-duty/heavy-duty truck	Medium-duty/heavy-duty truck	66.0		0		66.0		Medium-duty/heavy-duty truck	66.0		—		1.4		67.4
Oil and gas	Oil and gas	5.5		17.0		22.5		Oil and gas	5.2		0.3		17.0		22.5
Power generation	Power generation	9.5		5.5		15.0		Power generation	9.5		—		2.3		11.8
Semiconductors	Semiconductors	46.1		0		46.1		Semiconductors	3.5		42.5		—		46.0
Other	Other	0.8		0.1		0.9		Other	0.8		—		0.1		0.9
Total third party sales		$	200.8	$	67.5	$	268.3
Total third-party sales								Total third-party sales	$	156.3	$	44.5	$	67.5	$	268.3


	Nine Months Ended September 30, 2021
(in millions)	Sealing Technologies		Advanced Surface Technologies		Engineered Materials		Total
Aerospace	$	23.4	$	7.1	$	4.4	$	34.9
Automotive	1.6		0.7		48.4		50.7
Chemical and material processing	54.1		—		33.1		87.2
Food and pharmaceutical	49.8		—		1.1		50.9
General industrial	128.5		19.4		88.0		235.9
Medium-duty/heavy-duty truck	129.7		—		7.6		137.3
Oil and gas	14.2		3.4		47.0		64.6
Power generation	29.1		0.1		2.6		31.8
Semiconductors	13.4		145.3		—		158.7
Other	5.9		2.0		1.1		9.0
Total third-party sales	$	449.7	$	178.0	$	233.3	$	861.0


	Nine Months Ended September 30, 2020
(in millions)	Sealing Technologies		Advanced Surface Technologies		Engineered Materials		Total
Aerospace	$	31.1	$	5.9	$	4.4	$	41.4
Automotive	0.8		—		38.2		39.0
Chemical and material processing	35.0		—		32.7		67.7
Food and pharmaceutical	37.5		—		1.2		38.7
General industrial	121.3		—		64.3		185.6
Medium-duty/heavy-duty truck	188.9		—		4.7		193.6
Oil and gas	17.2		1.8		49.3		68.3
Power generation	30.5		—		5.7		36.2
Semiconductors	10.6		113.5		—		124.1
Other	3.2		—		0.2		3.4
Total third-party sales	$	476.1	$	121.2	$	200.7	$	798.0

Quarter Ended September 30, 2019
(in millions) Sealing Products Engineered Products Total
Aerospace $ 16.1 $ 3.8 $ 19.9
Automotive 0.5 17.8 18.3
Chemical and material processing 14.7 11.3 26.0
Food and pharmaceutical 13.0 0.4 13.4
General industrial 37.7 22.1 59.8
Medium-duty/heavy-duty truck 89.7 0.6 90.3
Oil and gas 7.6 21.0 28.6
Power generation 11.9 2.5 14.4
Semiconductors 25.5 0 25.5
Other 1.5 1.3 2.8
Total third party sales $ 218.2 $ 80.8 $ 299.0

Nine Months Ended September 30, 2020
(in millions) Sealing Products Engineered Products Total
Aerospace $ 37.0 $ 4.4 $ 41.4
Automotive 0.8 44.5 45.3
Chemical and material processing 35.0 32.7 67.7
Food and pharmaceutical 37.5 1.2 38.7
General industrial 121.1 54.0 175.1
Medium-duty/heavy-duty truck 188.9 0.1 189.0
Oil and gas 19.0 49.3 68.3
Power generation 30.5 14.3 44.8
Semiconductors 124.3 0 124.3
Other 3.2 0.2 3.4
Total third party sales $ 597.3 $ 200.7 $ 798.0

In 2021, we refined the end market classification of certain sales in the Engineered Materials segment for the quarter and nine months ended September 30, 2020. This refinement resulted in a reduction in sales reported for the quarter ended September 30, 2020 in the automotive and power generation markets of approximately $2.6 million and $3.2 million, respectively, with an offsetting increase in the general industrial, and medium duty/heavy duty truck markets of approximately, $4.4 million, and $1.4 million, respectively. For the nine months ended September 30, 2020, this refinement resulted in a reduction to the automotive and power generation markets of approximately $6.3 million and $8.6 million, respectively, and an

1815

Nine Months Ended September 30, 2019
(in millions) Sealing Products Engineered Products Total
Aerospace $ 43.0 $ 9.5 $ 52.5
Automotive 2.0 63.6 65.6
Chemical and material processing 43.3 37.2 80.5
Food and pharmaceutical 32.2 0.7 32.9
General industrial 123.6 69.0 192.6
Medium-duty/heavy-duty truck 276.7 0.9 277.6
Oil and gas 22.6 62.9 85.5
Power generation 35.2 7.2 42.4
Semiconductors 78.0 0 78.0
Other 7.7 3.9 11.6
Total third party sales $ 664.3 $ 254.9 $ 919.2
offsetting increase to our general industrial and medium-duty/heavy-duty truck markets of approximately $10.3 million and $4.6 million, respectively.

~~14.~~12. Derivatives and Hedging

In September 2018, we entered into cross-currency swap agreements (the "Original Swap") with a notional amount of $200.0 million to manage foreign currency risk by effectively converting a portion of the interest payments related to our fixed-rate U.S. Dollar (“USD”)-denominated Senior Notes, including the semi-annual interest payments thereunder, to interest payments on fixed-rate Euro-denominated debt of 172.8 million EUR with a weighted average interest rate of 2.8%, with interest payment dates of March 15 and September 15 of each year. The Original Swap agreement matures on September 15, 2022.

In May 2019, we entered into additional cross-currency swap agreements (the "Additional Swap") with a notional amount of $100.0 million to manage an increased portion of our foreign currency risk by effectively converting a portion of the interest payments related to our fixed-rate USD-denominated Senior Notes, including the semi-annual interest payments thereunder, to interest payments on fixed-rate Euro-denominated debt of 89.6 million EUR with a weighted average interest rate of 3.5%, with interest payment dates of April 15 and October 15 of each year. The Additional Swap agreement matures on October 15, 2026.

During the term of the swap agreements, we will receive semi-annual payments from the counterparties due to the difference between the interest rate on the Senior Notes and the interest rate on the Euro debt underlying each of the swaps. There was no principal exchange at the inception of the arrangements, and there will be no exchange at maturity. At maturity (or earlier at our option), we and the counterparties will settle the swap agreements at their fair value in cash based on the aggregate notional amount and the then-applicable currency exchange rate compared to the exchange rate at the time the swap agreements were entered into.

We have designated these cross-currency swaps as qualifying hedging instruments and are accounting for them as a net investment hedge. At September 30, ~~2020,~~2021, the ~~combined fair values of the Original Swap and the Additional Swap~~cross-currency swap agreements were recorded as a ~~$9.6~~$4.0 million asset and a $0.1 million liability within prepaid expenses and other current assets and other liabilities, respectively, on the Consolidated Balance Sheet. The gains and losses resulting from fair value adjustments to the cross currency-swap agreements, excluding interest accruals related to the above receipts, are recorded in accumulated other comprehensive loss within our cumulative foreign currency translation adjustment, as the swaps are effective in hedging the designated risk. Cash flows related to the cross-currency swaps are included in operating activities in the Consolidated Statements of Cash Flows, aside from the ultimate settlement at maturity with the counterparties, which will be included in investing activities.

~~15.~~13. Fair Value Measurements

Assets and liabilities measured at fair value on a recurring basis are summarized as follows:


		Fair Value Measurements as of
		September 30, 2020		December 31, 2019			Fair Value Measurements as of
							September 30, 2021		December 31, 2020
		(in millions)					(in millions)
Assets	Assets					Assets

Time deposits	Time deposits	$	36.1	$	22.9	Time deposits	$	4.2	$	4.2

Foreign currency derivatives	Foreign currency derivatives	9.6		12.3		Foreign currency derivatives	4.0		—
Deferred compensation assets	Deferred compensation assets	6.8		10.9		Deferred compensation assets	10.2		8.6
		$	52.5	$	46.1		$	18.4	$	12.8
Liabilities	Liabilities					Liabilities
Deferred compensation liabilities	Deferred compensation liabilities	$	7.0	$	11.3	Deferred compensation liabilities	$	10.6	$	8.9
Foreign currency derivatives	Foreign currency derivatives	0		0.6		Foreign currency derivatives	0.1		9.5
		$	7.0	$	11.9		$	10.7	$	18.4

Our time deposits and deferred compensation assets and liabilities are classified within Level 1 of the fair value hierarchy because they are valued using quoted market prices. Our foreign currency derivatives are classified as Level 2 assince their value is calculated based upon observable inputs including market USD/Euro exchange rates and market interest rates.

The carrying values of our significant financial instruments reflected in the Consolidated Balance Sheets approximated their respective fair values except for the following instruments:

September 30, 2020 December 31, 2019
Carrying
Value Fair
Value Carrying
Value Fair
Value
(in millions)
Long-term debt $ 493.2 $ 518.8 $ 629.3 $ 658.0


	September 30, 2021				December 31, 2020
	Carrying Value		Fair Value		Carrying Value		Fair Value
	(in millions)
Long-term debt	$	489.4	$	509.5	$	491.3	$	520.8

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

We review the carrying amounts of long-lived assets when certain events or changes in circumstances indicate that the carrying amounts may not be recoverable. In the third quarter of 2020, sales declines by businesses utilizing two of the indefinite-lived trademarks within our Sealing Products segment were determined to be triggering events for an interim impairment analysis. In the second quarter of 2020, the exit from our Motor Wheel® brake drum and Crewson® brake adjuster brands and agreement to sell the Lunar® air disc brake business were determined to be triggering events for interim impairment analyses.

An impairment loss is recognized when the carrying amount of the asset group is not recoverable and exceeds its fair value. We estimated the fair values of assets subject to long-lived asset impairment based on our own judgments about the assumptions that market participants would use in pricing the assets. In doing so, we applied a relief-from-royalty method under the income approach to determine the fair value of the trademarks and existing technology intangible assets. The key assumptions used for the relief-from-royalty approach include expected revenues based on internal business plans, projected growth rates, discount rates, technology migration rates and royalty rates. We classified these fair value measurements as Level 3 due to the absence of quoted market prices or observable inputs for assets of a similar nature.

As a result of these analyses, the indefinite-lived trademarks tested were determined to be impaired, resulting in an impairment loss of $16.1 million during the third quarter of 2020. During the second quarter of 2020, trademarks and an existing technology intangible asset were determined to be impaired, resulting in impairment losses of $4.2 million. These losses equaled the excess of these assets' carrying value over their fair value and were reflected in other expense (operating) in the Consolidated Statements of Operations.

~~16.~~14. Accumulated Other Comprehensive Loss

Changes in accumulated other comprehensive loss by component (after tax) for the quarter ended September 30, 2021 are as follows:


(in millions)	Unrealized Translation Adjustments		Pension and Other Postretirement Plans		Total
Beginning balance	$	35.3	$	(36.3)	$	(1.0)
Other comprehensive loss before reclassifications	(1.2)		—		(1.2)
Amounts reclassified from accumulated other comprehensive loss	—		0.2		0.2
Net current-period other comprehensive income (loss)	(1.2)		0.2		(1.0)
Less: other comprehensive income attributable to redeemable non-controlling interests	0.2		—		0.2
Net current-period other comprehensive income (loss) attributable to EnPro Industries, Inc.	(1.4)		0.2		(1.2)
Ending balance	$	33.9	$	(36.1)	$	(2.2)

Changes in accumulated other comprehensive loss by component (after tax) for the quarter ended September 30, 2020 are as follows:


(in millions)	(in millions)	Unrealized Translation Adjustments		Pension and Other Postretirement Plans		Total		(in millions)	Unrealized Translation Adjustments		Pension and Other Postretirement Plans		Total
Beginning balance	Beginning balance	$	8.6	$	(44.8)	$	(36.2)	Beginning balance	$	8.6	$	(44.8)	$	(36.2)
Other comprehensive income before reclassifications	Other comprehensive income before reclassifications	5.6		0		5.6		Other comprehensive income before reclassifications	5.6		—		5.6
Amounts reclassified from accumulated other comprehensive loss	Amounts reclassified from accumulated other comprehensive loss	0		1.0		1.0		Amounts reclassified from accumulated other comprehensive loss	—		1.0		1.0
Net current-period other comprehensive income	Net current-period other comprehensive income	5.6		1.0		6.6		Net current-period other comprehensive income	5.6		1.0		6.6
Less: other comprehensive income attributable to redeemable non-controlling interests	Less: other comprehensive income attributable to redeemable non-controlling interests	0.5		0		0.5		Less: other comprehensive income attributable to redeemable non-controlling interests	0.5		—		0.5
Net current-period other comprehensive income attributable to EnPro Industries, Inc.	Net current-period other comprehensive income attributable to EnPro Industries, Inc.	5.1		1.0		6.1		Net current-period other comprehensive income attributable to EnPro Industries, Inc.	5.1		1.0		6.1
Ending balance	Ending balance	$	13.7	$	(43.8)	$	(30.1)	Ending balance	$	13.7	$	(43.8)	$	(30.1)

Changes in accumulated other comprehensive loss by component (after tax) for the ~~quarter~~nine months ended September 30, ~~2019~~2021 are as follows:

(in millions) Unrealized
Translation
Adjustments Pension and
Other
Postretirement
Plans Total
Beginning balance $ (8.8) $ (44.0) $ (52.8)
Other comprehensive income before reclassifications 3.9 0 3.9
Amounts reclassified from accumulated other comprehensive loss 0 1.3 1.3
Net current-period other comprehensive income 3.9 1.3 5.2
Ending balance $ (4.9) $ (42.7) $ (47.6)


(in millions)	Unrealized Translation Adjustments		Pension and Other Postretirement Plans		Total
Beginning balance	$	31.7	$	(36.6)	$	(4.9)


Other comprehensive income before reclassifications	2.5		—		2.5
Amounts reclassified from accumulated other comprehensive loss	—		0.5		0.5
Net current-period other comprehensive income	2.5		0.5		3.0
Less: other comprehensive income attributable to redeemable non-controlling interests	0.3		—		0.3
Net current-period other comprehensive income attributable to EnPro Industries, Inc.	2.2		0.5		2.7
Ending balance	$	33.9	$	(36.1)	$	(2.2)

Changes in accumulated other comprehensive loss by component (after tax) for the nine months ended September 30, 2020 are as follows:

(in millions) Unrealized
Translation
Adjustments Pension and
Other
Postretirement
Plans Total
Beginning balance $ 9.8 $ (46.2) $ (36.4)
Other comprehensive income before reclassifications 5.9 0 5.9
Amounts reclassified from accumulated other comprehensive loss 0 2.4 2.4
Net current-period other comprehensive income 5.9 2.4 8.3
Less: other comprehensive income attributable to redeemable non-controlling interests 2.0 0 2.0
Net current-period other comprehensive income attributable to EnPro Industries, Inc. 3.9 2.4 6.3
Ending balance $ 13.7 $ (43.8) $ (30.1)

~~Changes in accumulated other comprehensive loss by component (after tax) for the nine months ended September 30, 2019 are as follows:~~

(in millions) Unrealized
Translation
Adjustments Pension and
Other
Postretirement
Plans Total
Beginning balance $ (10.6) $ (34.9) $ (45.5)
Adoption of new accounting standard 0 (11.5) (11.5)
Adjusted beginning balance (10.6) (46.4) (57.0)
Other comprehensive income before reclassifications 5.7 0 5.7
Amounts reclassified from accumulated other comprehensive loss 0 3.7 3.7
Net current-period other comprehensive income 5.7 3.7 9.4
Ending balance $ (4.9) $ (42.7) $ (47.6)


(in millions)	Unrealized Translation Adjustments		Pension and Other Postretirement Plans		Total
Beginning balance	$	9.8	$	(46.2)	$	(36.4)


Other comprehensive income before reclassifications	5.9		—		5.9
Amounts reclassified from accumulated other comprehensive loss	—		2.4		2.4
Net current-period other comprehensive income	5.9		2.4		8.3
Less: other comprehensive income attributable to redeemable non-controlling interests	2.0		—		2.0
Net current-period other comprehensive income attributable to EnPro Industries, Inc.	3.9		2.4		6.3
Ending balance	$	13.7	$	(43.8)	$	(30.1)

Reclassifications out of accumulated other comprehensive loss for the quarters and nine months ended September 30, ~~2020~~2021 and ~~2019~~2020 are as follows:


Details about Accumulated Other Comprehensive Loss Components	Details about Accumulated Other Comprehensive Loss Components	Amount Reclassified from Accumulated Other Comprehensive Loss								Affected Statement of Operations Caption	Details about Accumulated Other Comprehensive Loss Components	Amount Reclassified from Accumulated Other Comprehensive Loss								Affected Statement of Operations Caption
		Quarters Ended September 30,				Nine Months Ended September 30,						Quarters Ended September 30,				Nine Months Ended September 30,
(in millions)	(in millions)	2020		2019		2020		2019			(in millions)	2021		2020		2021		2020
Pension and other postretirement plans adjustments:	Pension and other postretirement plans adjustments:										Pension and other postretirement plans adjustments:
Actuarial losses	Actuarial losses	$	1.5	$	1.7	$	3.0	$	5.0	(1)	Actuarial losses	$	0.3	$	1.5	$	0.6	$	3.0	(1)
Prior service costs	Prior service costs	0		0.1		0		0.2		(1)	Prior service costs	—		—		0.1		—		(1)
Curtailment	Curtailment	0		0		0.3		0		(1)	Curtailment	—		—		—		0.3		(1)
Total before tax	Total before tax	1.5		1.8		3.3		5.2		Income before income taxes	Total before tax	0.3		1.5		0.7		3.3		Income before income taxes
Tax benefit	Tax benefit	(0.5)		(0.5)		(0.9)		(1.5)		Income tax expense	Tax benefit	(0.1)		(0.5)		(0.2)		(0.9)		Income tax expense
Net of tax	Net of tax	$	1.0	$	1.3	$	2.4	$	3.7	Net income	Net of tax	$	0.2	$	1.0	$	0.5	$	2.4	Net income

(1)These accumulated other comprehensive loss components are included in the computation of net periodic pension cost. As these are components of net periodic pension cost other than service cost, the affected Statement of Operations captions are other ~~expense~~income (expense) and income from discontinued operations, including gain on sale, net of taxes (See Note ~~11,~~9, “Pensions and Postretirement Benefits” for additional details).

~~17.~~

15. Commitments and Contingencies

General

A detailed description of environmental and other legal matters relating to certain of our subsidiaries is included in this section. In addition to the matters noted herein, we are from time to time subject to, and are presently involved in, other litigation and legal proceedings arising in the ordinary course of business. We believe the outcome of such other litigation and legal proceedings will not have a material adverse effect on our financial condition, results of operations and cash flows. Expenses for administrative and legal proceedings are recorded when incurred.

Environmental

Our facilities and operations are subject to federal, state and local environmental and occupational health and safety ~~requirements~~laws and regulations of the U.S. and foreign countries. We take a proactive approach in our efforts to comply with ~~environmental, health~~these laws and ~~safety laws~~regulations as they relate to our manufacturing operations and in proposing and implementing any remedial plans that may be necessary. We also regularly conduct comprehensive environmental, health and safety audits at our facilities to maintain compliance and improve operational efficiency.

Although we believe past operations were in substantial compliance with the then applicable regulations, we or one or more of our subsidiaries are involved with various remediation activities or an investigation to determine responsibility for environmental conditions at 20 sites. At 1714 of these sites, the future cost per site for us or our subsidiary is expected to exceed $100,000. Of these 20 sites, 18 are sites where we or one or more of our subsidiaries formerly conducted business operations but no longer do, and 2 are sites where we conduct manufacturing operations. Investigations have been completed for 16 sites

and are in progress at 3 sites. An investigation to determine responsibility for environmental conditions is ongoing at one site. ~~Our costs at 14 of the 20 sites relate to remediation projects for soil and/or groundwater contamination at or near former operating facilities that were sold or closed.~~

Our policy is to accrue environmental investigation and remediation costs when it is probable that a liability has been incurred and the amount can be reasonably estimated. For sites with multiple future projected cost scenarios for identified feasible investigation and remediation options where no one estimate is more likely than all the others, our policy is to accrue the lowest estimate among the range of estimates. The measurement of the liability is based on an evaluation of currently available facts with respect to each individual situation and takes into consideration factors such as existing technology, presently enacted laws and regulations and prior experience in the remediation of similar contaminated sites. Liabilities are established for all sites based on these factors. As assessments and remediation progress at individual sites, these liabilities are reviewed ~~periodically~~ and adjusted to reflect additional technical data and legal information. As of September 30, ~~2020~~2021 and December 31, ~~2019,~~2020, we had accrued liabilities aggregating ~~$31.4~~$42.9 million and ~~$36.0~~$42.2 million, respectively, for estimated future expenditures relating to environmental contingencies. The current portion of our aggregate environmental liability at September 30, 2021 was $12.6 million. These amounts have been recorded on an undiscounted basis in the Consolidated Balance Sheets. Given the uncertainties regarding the status of laws, regulations, enforcement policies, the impact of other parties potentially being fully or partially liable, technology and information related to individual sites, we do not believe it is possible to develop an estimate of the range of reasonably possible environmental loss in excess of our recorded liabilities.

~~Except as described below, we~~We believe that our accruals for specific environmental liabilities are adequate ~~for those liabilities~~ based on currently available information. Based upon limited information regarding any incremental remediation or other actions that may be required at these sites, we cannot estimate any further loss or a reasonably possible range of loss related to these matters. Actual costs to be incurred in future periods may vary from estimates because of the inherent uncertainties in evaluating environmental exposures due to unknown and changing conditions, changing government regulations and legal standards regarding liability.

Arizona Uranium Mines

EnPro Holdings has received notices from the EPA asserting that it is a potentially responsible party under the Comprehensive Environmental Response, Compensation, and Liability Act ("CERCLA") as the successor to a former operator of eight uranium mines in Arizona. The former operator conducted operations at the mines from 1954 to 1957. In the 1990s, remediation work performed by others at these sites consisted of capping the exposed areas of the mines. We have previously reserved amounts of probable loss associated with these mines, principally including the cost of the investigative work to be conducted at such mines. We entered into an Administrative Settlement Agreement and Order on Consent for Interim Removal Action with the EPA effective November 7, 2017 for the performance of this work. In 2020, EPA initiated group discussions with EnPro Holdings and other potentially responsible parties to resolve various technical issues, including the development of cleanup standards. Based on these discussions and subsequent discussions with other responsible parties with similar sites, we have concluded that further remedial work beyond maintenance of and minor repairs to the existing caps is probable, and we have evaluated the feasibility of various remediation scenarios. Our reserve at September 30, 2021 for this site was $13.4 million, which reflects the low end of the range of our reasonably likely liability with respect to these sites. We are not able at this time to estimate the upper end of a range of liability with respect to these sites.

On October 18, 2021, the United States District Court for the District of Arizona approved and entered a Consent Decree pursuant to which the U.S government will reimburse the Company for 35% of necessary costs of response, as defined in 42 U.S.C. section 9601(25), previously or to be in the future incurred by the Company which arise out of or in connection with releases or threated releases of hazardous substances at or emanating from the mine sites. Of the expected contribution of $3.8 million from the U.S. government towards remediation of the site, $1.4 million was included in prepaid expenses and other current assets and $2.4 million was included in other assets in the accompanying consolidated balance sheet at September 30, 2021.

Lower Passaic River Study Area

Based on our prior ownership of Crucible Steel Corporation a/k/a Crucible, Inc. (“Crucible”), we may have additional contingent liabilities in one or more significant environmental matters. One such matter, which is included in the 20 sites referred to above, is the Lower Passaic River Study Area of the Diamond Alkali Superfund Site in New Jersey. Crucible operated a steel mill abutting the Passaic River in Harrison, New Jersey from the 1930s until 1974, which was one of many industrial operations on the river dating back to the 1800s. Certain contingent environmental liabilities related to this site were retained by a predecessor of our EnPro Holdings, Inc. subsidiary (which, including its corporate predecessors is referred to as "EnPro Holdings") when it sold a majority interest in Crucible Materials Corporation (the successor of Crucible) in 1985. The United States Environmental Protection Agency (the “EPA”) notified our subsidiary in September 2003 that it is a potentially responsible party (“PRP”) for Superfund response actions in the lower 17-mile stretch of the Passaic River known as the Lower Passaic River Study Area.

EnPro Holdings and approximately 70 of the numerous other PRPs, known as the Cooperating Parties Group, are parties to a May 2007 Administrative Order on Consent with the EPA to perform a Remedial Investigation/Feasibility Study (“RI/FS”) of the contaminants in the Lower Passaic River Study Area. In September 2018, EnPro Holdings withdrew from the Cooperating Parties Group but remains a party to the May 2007 Administrative Order on Consent. The RI/FS was completed and submitted to the EPA at the end of April 2015. The RI/FS recommends a targeted dredge and cap remedy with monitored natural recovery and adaptive management for the Lower Passaic River Study Area. The cost of such remedy is estimated to be $726 million. Previously, on April 11, 2014, the EPA released its Focused Feasibility Study (the “FFS”) with its proposed plan for remediating the lower 8 miles of the Lower Passaic River Study Area. The FFS calls for bank-to-bank dredging and capping of the riverbed of that portion of the river and estimates a range of the present value of aggregate remediation costs of approximately $953 million to approximately $1.73 billion, although estimates of the costs and the timing of costs are inherently imprecise. On March 3, 2016, the EPA issued the final Record of Decision (ROD) as to the remedy for the lower 8 miles of the Lower Passaic River Study Area, with the maximum estimated cost being reduced by the EPA from $1.73 billion to $1.38 billion, primarily due to a reduction in the amount of cubic yards of material that will be dredged. In October 2016, Occidental Chemical Corporation, the successor to the entity that operated the Diamond Alkali chemical manufacturing facility, reached an agreement with the EPA to develop the design for this proposed remedy at an estimated cost of $165 million. The EPA has estimated that it will take approximately four years to develop this design. On June 30, 2018, Occidental Chemical Corporation sued over 120 parties, including the Company, in the United States District Court for New Jersey seeking recovery of response costs under the Federal Comprehensive Environmental Response, Compensation and Liability Act ("CERCLA").

On April 14, 2021, the EPA ~~hired a third-party allocator to develop an allocation of costs among a large number~~issued its proposed remedy for the upper 9 miles of the ~~parties identified~~river, with an estimated present value cost of approximately $441 million. The proposed remedy would involve dredging and capping of the river sediment as an interim remedy followed by a period of monitoring to evaluate the response of the river system to the interim remedy.

When the EPA ~~as having potential responsibility, including~~initiated the ~~Company. On June 30, 2018, Occidental Chemical Corporation sued over 120 parties, including~~allocation process in 2017, it explained that a fair, carefully structured, information-based allocation was necessary to promote settlements. With the ~~Company,~~completion of the allocation process, in the ~~United States District Court for New Jersey seeking recovery~~second quarter of ~~response costs under~~2021 the ~~Federal Comprehensive Environmental Response, Compensation and Liability Act ("CERCLA").~~

~~Based on our evaluation of the site, during 2014 we accrued a liability of $3.5 million related to environmental remediation costs associated~~EPA began settlement negotiations with the ~~lower 8 miles of~~parties that participated in the allocation process, including EnPro. With the ongoing negotiations and estimated remedial costs, we increased our reserve with respect to the Lower Passaic River Study Area ~~which is our estimate of the low~~

~~end of a range of reasonably possible costs, with no estimate within the range being a better estimate than the minimum. Since 2016, we incurred $0.9~~by $4.5 million in ~~costs related to~~the third quarter of 2021. With this ~~matter. Our future remediation costs could be significantly greater than the $2.6 million remaining accrual~~increase, our reserve for this site at September 30, ~~2020. With respect~~2021 was $5.4 million. Further adjustments to our reserve for this site are possible as further information is developed in the ~~upper 9 miles~~course of ~~the Lower Passaic River Study Area, we are unable to estimate a range of reasonably possible costs.~~these discussions.

Except with respect to the Lower Passaic River Study Area, we are unable to estimate a reasonably possible range of loss related to any other contingent environmental liability based on our prior ownership of Crucible.

See the section entitled “Crucible Steel Corporation a/k/a Crucible, Inc.” in this footnote for additional information.

In addition to the Crucible environmental matters discussed above, EnPro Holdings received a notice from the EPA dated February 19, 2014 asserting that EnPro Holdings is a potentially responsible party under the Comprehensive Environmental Response, Compensation, and Liability Act ("CERCLA") as the successor to a former operator in 1954 and 1955 of 2 uranium mines in Arizona. On October 15, 2015, EnPro Holdings received another notice from the EPA asserting that it is a potentially responsible party as the successor to the former operator of 6 additional uranium mines in Arizona. In 2015, we reserved $1.1 million for the minimum amount of probable loss associated with the first 2 mines identified by the EPA, including the cost of the investigative work to be conducted at such mines. During 2016, we reserved an additional $1.1 million for the minimum amount of probable loss associated with the 6 additional mines, which includes estimated costs of investigative work to be conducted at the 8 mines. We entered into an Administrative Settlement Agreement and Order on Consent for Interim Removal Action with the EPA effective November 7, 2017 for the performance of this work. In the third quarter of 2017, we increased the reserve by $1.9 million to perform investigations required by the Settlement Agreement to determine the nature and extent of contamination at each site with the investigations anticipated to be completed by the end of 2020. In the fourth quarter of 2018, we increased the reserve by $1.0 million for the estimated reimbursement of the EPA's costs to oversee these investigations. The balance in the reserve as of September 30, 2020 is $1.0 million. We cannot at this time estimate a reasonably possible range of loss associated with remediation or other incremental costs related to these mines.

In connection with the former operation of a division of EnPro Holdings located in Water Valley, Mississippi, which was divested to BorgWarner, Inc. ("BorgWarner") in 1996, EnPro Holdings has been managing trichloroethylene soil and groundwater contamination at the site. In February 2016, the Mississippi Department of Environmental Quality (MDEQ) issued an order against EnPro Holdings requiring evaluation of potential vapor intrusion into residential properties and commercial facilities located over the groundwater plume as well as requiring additional groundwater investigation and remediation. MDEQ performed the initial vapor intrusion investigations at certain residential and commercial sites, with the findings all being below the applicable screening level. In April 2016, the parties entered into a new order including negotiated time frames for groundwater remediation. Pursuant to that order, MDEQ performed a second round of vapor intrusion sampling beginning in August 2016. Results from sampling outside of 3 residences were above screening levels. Follow-up sampling directly underneath those residences (either sub-slab or in crawl spaces) were all below applicable screening levels. NaN separate sampling events at another residence were also below applicable screening levels. Due to an increasing trend in vapor concentrations, MDEQ requested that we develop and implement initial corrective action measures to address vapor intrusion resulting from groundwater contamination in this residential area. These measures were developed and approved by MDEQ. Due to an inability to obtain access to private properties where the corrective action system was to be located, we developed an alternate remedial approach which has been approved by MDEQ. In addition, vapor intrusion sampling at the manufacturing facility owned by BorgWarner was conducted during the first quarter of 2017. The results showed exceedances of screening levels at various areas in the plant and exceedances of levels requiring responsive actions in a limited area of the plant.

Implementation of the immediate responsive actions at the plant has been completed and corrective action consisting of a permanent vapor intrusion remediation system became operational in May 2017 with further improvements made to the system in December 2017 and January 2018. Indoor air sampling is conducted at four locations quarterly and results have been below levels requiring responsive action at three sampling locations since June 2017 and at all four locations since February 2018. We are also continuing soil and groundwater investigation work in the area inside the plant where the vapor intrusion remediation system is located and around the outside of the plant and implementing corrective action plans for both the contamination remaining at the plant as well as contamination that has migrated off-site. All of the work to be performed at the residential area, the plant and off-site is set forth in an agreed Order that we and MDEQ entered into on September 11, 2017.

During 2016, we established an additional $1.3 million reserve with respect to this matter. During the year ended December 31, 2017, we reserved an additional $5.7 million for further investigation, additional remediation, long-term monitoring costs, and legal fees to support regulatory compliance for the above noted actions. In the fourth quarter of 2018, we reserved an additional $3.5 million for additional remediation, long-term monitoring costs and legal fees to support regulatory compliance for the above noted activities.

2420

On April 7, 2017, the State of Mississippi through its Attorney General filed suit against EnPro Holdings and Goodrich Corporation (EnPro's former corporate parent), in Mississippi Circuit Court in Yalobusha County seeking recovery of all costs and expenses to be incurred by the State in remediating the groundwater contamination, punitive damages and attorney’s fees. The additional reserve established in the year ended December 31, 2017, noted above, did not include any estimate of contingent loss associated with this lawsuit other than due to remediation and other actions with respect to this site based on existing MDEQ orders described above. Mediation of the case was conducted on October 20 and 21, 2020. We entered into a Definitive Agreement with the State to settle these claims requiring payment by EnPro Holdings of $14 million. Payment is to be made by no later than November 10, 2020. In connection with this settlement, we increased our accrual for liabilities associated with this matter to $17.7 million at September 30, 2020 and recorded an associated expense of $14 million in the quarter and nine months ended September 30, 2020.

In light of the settlement of a prior lawsuit brought by Yalobusha County and the Board of Trustees of the Yalobusha County General Hospital, and installation and operation of additional remediation systems, in the fourth quarter of 2019, we further increased our reserve for this matter, including the remediation matters described above, by $4.7 million. The balance in the reserve as of September 30, 2020 is $17.7 million. Based upon limited information regarding any incremental remediation or other actions that may be required at the site, we cannot estimate any further loss or a reasonably possible range of loss related to this matter.

Crucible Steel Corporation a/k/a Crucible, Inc.

Crucible, which was engaged primarily in the manufacture and distribution of high technology specialty metal products, was a wholly owned subsidiary of EnPro Holdings until 1983 when its assets and liabilities were distributed to a new subsidiary, Crucible Materials Corporation. EnPro Holdings sold a majority of the outstanding shares of Crucible Materials Corporation in 1985 and divested its remaining minority interest in 2004. Crucible Materials Corporation filed for Chapter 11 bankruptcy protection in May 2009 and is no longer conducting operations.

We have certain ongoing obligations, which are included in other liabilities in our Consolidated Balance Sheets, including workers’ compensation, retiree medical and other retiree benefit matters, in addition to those mentioned previously related to EnPro Holdings' period of ownership of Crucible. Based on EnPro Holdings' prior ownership of Crucible, we may have certain additional contingent liabilities, including liabilities in one or more significant environmental matters included in the matters discussed in “Environmental” above. We are investigating these matters. Except with respect to those matters for which we have an accrued liability as discussed in "Environmental" above, we are unable to estimate a reasonably possible range of loss related to these contingent liabilities.

Warranties

We provide warranties on many of our products. The specific terms and conditions of these warranties vary depending on the product and the market in which the product is sold. We record a liability based upon estimates of the costs we may incur under our warranties after a review of historical warranty experience and information about specific warranty claims. Adjustments are made to the liability as claims data, historical experience, and trends result in changes to our estimate.

Changes in the product warranty liability for the nine months ended September 30, ~~2020~~2021 and ~~2019~~2020 are as follows:

2020 2019
(in millions)
Balance at beginning of year $ 10.1 $ 9.4
Net charges to expense 1.4 6.2
Settlements made (3.5) (3.8)
Balance at end of period $ 8.0 $ 11.8

~~BorgWarner~~

A subsidiary of BorgWarner asserted claims against our subsidiary, GGB France E.U.R.L. (“GGB France”), regarding certain bearings supplied by GGB France to BorgWarner and used by BorgWarner in manufacturing hydraulic control units included in motor vehicle automatic transmission units supplied to a customer of BorgWarner, mainly that the bearings caused performance problems with and/or damage to the transmission units, leading to associated repairs and replacements. BorgWarner and GGB France participated in a technical review before a panel of experts to determine, among other things, whether there were any defects in such bearings that were a cause of the damages claimed by BorgWarner, including whether GGB France was required to notify BorgWarner of a change in the source of a raw material used in the manufacture of such bearings. This technical review was a required predicate to the commencement of a legal proceeding for damages. The expert

panel issued a final report on technical and financial matters on April 6, 2017. On October 25, 2017, BorgWarner initiated a legal proceeding against GGB France with respect to this matter by filing a writ of claim with the Commercial Court of Brive, France. The parties briefed their legal positions and court hearings concluded in late 2019.

The Commercial Court of Brive, France, issued its ruling on September 21, 2020. In responding to the BorgWarner claim of approximately 31 million EUR and BorgWarner's customer's claim for costs, the Court found in favor of BorgWarner in the amount of 10.4 million EUR as damages for financial loss, 931,000 EUR as reimbursement for expenses, 256,000 EUR for expert proceedings, and 100,000 EUR for reimbursement for expenses incurred by BorgWarner's customer. The court did not enforce BorgWarner's demand for payment of the award and ruled that payment of the award is stayed through appeal, noting the factual complexity of the case.

On November 2, 2020, GGB France and BorgWarner entered into an agreement to settle the claims against each other, pursuant to which GGB France will pay to BorgWarner 6.6 million EUR and the parties will release each other for all claims against each other related to the lawsuit.

~~Accordingly, we have increased the accrual for the matter at September 30, 2020 to~~ ~~6.6 million~~ ~~EUR from the accrual of 0.4 million EUR associated with this matter established in the second quarter of 2016 and recorded an associated expense of 6.2 million EUR in the third quarter.~~


	2021		2020
	(in millions)
Balance at beginning of year	$	6.7	$	10.1
Net charges to expense	1.5		1.4
Settlements made	(2.1)		(3.5)
Balance at end of period	$	6.1	$	8.0

Asbestos Insurance ~~Matters~~Receivables

The historical business operations of certain of our subsidiaries resulted in a substantial volume of asbestos litigation in which plaintiffs alleged personal injury or death as a result of exposure to asbestos fibers. In 2010, certain of these subsidiaries, including Garlock Sealing Technologies, LLC ("GST"), filed voluntary petitions for reorganization under Chapter 11 of the United States Bankruptcy Code in the U.S. Bankruptcy Court for the Western District of North Carolina (the "Bankruptcy Court"). An additional subsidiary filed a Chapter 11 bankruptcy petition with the Bankruptcy Court in 2017. The filings were part of a claims resolution process for an efficient and permanent resolution of all pending and future asbestos claims through court approval of a plan of reorganization to establish a facility to resolve and pay these asbestos claims.

These claims against GST and other subsidiaries were resolved pursuant to a joint plan of reorganization (the "Joint Plan") filed with the Bankruptcy Court which was consummated on July 29, 2017. Under the Joint Plan, GST and EnPro Holdings retained their rights to seek reimbursement under insurance policies for any amounts they have paid in the past to resolve asbestos claims, including contributions made to the asbestos claims resolution trust established under the Joint Plan (the "Trust"). These policies include a number of primary and excess general liability insurance policies that were purchased by EnPro Holdings and were in effect prior to January 1, 1976 (the “Pre-GST Coverage Block”). The policies provide coverage for “occurrences” happening during the policy periods and cover losses associated with product liability claims against EnPro Holdings and certain of its subsidiaries. Asbestos claims against GST are not covered under these policies because GST was not a subsidiary of EnPro Holdings prior to 1976. The Joint Plan provides that EnPro Holdings may retain the first $25 million of any settlements and judgments collected for non-GST asbestos claims related to insurance policies in the Pre-GST Coverage Block and EnPro Holdings and the Trust will share equally in any settlements and judgments EnPro Holdings may collect in excess of $25 million. To date, EnPro Holdings has collected almost $22 million in settlements for non-GST asbestos claims related to the Pre-GST Coverage Block and anticipates further collections once the Trust begins making claims payments on non-GST Claims.

As of September 30, ~~2020,~~2021, approximately ~~$4.2~~$3.3 million of available products hazard limits or insurance receivables existed under primary and excess general liability insurance policies other than the Pre-GST Coverage Block (the "GST Coverage Block") from solvent carriers, which we believe is available to cover contributions made to the Trust under the Joint Plan as the

Trust uses those contributions to pay GST asbestos claims covered by policies in the GST Coverage Block. There are specific agreements in place with carriers regarding the remaining available coverage. In the third quarter of 2021, we received a payment of $0.9 million from an insurer in the GST Coverage Block.

We believe that all of the ~~$4.2~~$3.3 million of insurance proceeds will ultimately be collected, although there can be no assurance that the insurance companies will make the payments as and when due. ~~In the fourth quarter of 2020, we anticipate billing~~We have billed an insurer in the GST Coverage Block ~~at least $0.7~~$0.1 million for GST Claims paid by the Trust ~~to date.~~through September 2021. These amounts are included in Other Assets on our Consolidated Balance Sheet at September 30, 2021.

We also believe that EnPro Holdings will bill, and could collect over time, as much as $10 million of insurance coverage for non-GST asbestos claims to reimburse it for Trust payments to non-GST Trust claimants. After EnPro Holdings collects the first approximately $3 million of that coverage, remaining collections for non-GST asbestos claims from the Pre-GST Coverage Block will be shared equally with the Trust.

GST has received $8.8 million of insurance recoveries from insolvent carriers since 2007, and may receive additional payments from insolvent carriers in the future. No anticipated insolvent carrier collections are included in the ~~$4.2~~$3.3 million of anticipated collections. The insurance available to cover current and future asbestos claims is from comprehensive general

liability and excess liability policies that cover EnPro Holdings and certain of its other subsidiaries in addition to GST for periods prior to 1985 and therefore could be subject to potential competing claims of other covered subsidiaries and their assignees.

16. Discontinued Operations

On January 21, 2020 we sold our Fairbanks Morse division, which comprised our entire Power Systems segment, for a sales price of $450.0 million. The pre-tax gain on the disposition of Fairbanks Morse was $274.3 million. We have reported, for all periods presented, results of operations and cash flows of Fairbanks Morse as discontinued operations in the accompanying financial statements.

Tax expense of $65.9 million on the sale of discontinued operations was recorded for the nine months ended September 30, 2020. This was a decrease in tax expense of $1.9 million in the quarter ended September 30, 2020, which was primarily due to the increase of the foreign derived intangible income ("FDII") tax benefit and a decrease in the global intangible low taxed income ("GILTI") tax expense that are allocated to discontinued operations

The results of operations for Fairbanks Morse were as follows:


	Quarter Ended September 30, 2020		Nine Months Ended September 30, 2020


Net sales	$	—	$	7.6
Cost of sales	—		7.6
Gross profit	—		—
Operating expenses:
Selling, general, and administrative expenses	—		1.5
Other	—		(0.1)
Total operating expenses	—		1.4

Loss from discontinued operations before income taxes	—		(1.4)
Income tax benefit	—		0.3
Loss from discontinued operations, net of taxes	—		(1.1)
Gain from sale of discontinued operations, net of taxes	1.9		208.4
Income from discontinued operations, including gain on sale, net of taxes	$	1.9	$	207.3

~~18.~~17. Subsequent ~~Event~~Events

Agreement to Divest CPI

On ~~September 28, 2020,~~October 12, 2021, we entered into an ~~agreement to acquire Alluxa, Inc. ("Alluxa"), a privately held, California-based company. Alluxa is an industrial technology company that provides specialized optical filters~~Equity and ~~thin-film coatings~~Asset Purchase Agreement (the “Purchase Agreement”) providing for the ~~most challenging applications~~sale of specified equity interests and assets of our Compressor Products International business ("CPI Business") included in

our Engineered Materials segment. In connection with the entry into the Purchase Agreement between us and the buyer we entered into a Put Option Agreement. This agreement irrevocably provides us with the right to require the buyer to purchase all of the shares of CPI-Liard SAS ("CPI France") on terms set forth therein and in the ~~industrial technology, life sciences,~~Purchase Agreement (the “Put Option”). The Put Option may be exercised at our sole discretion only following completion of the required employee consultation processes with the employees of CPI France, including with the relevant works councils in France, with respect to such a sale of CPI France. The Purchase Agreement provides for an aggregate purchase price of the CPI Business, including CPI France, of $195.0 million. The purchase price is subject to potential adjustment based on the amount, on the date the transaction is consummated, of cash, debt and ~~semiconductor markets.~~ working capital of the entities to be sold in the transaction, as well as for the amount of specified selling expenses. We anticipate this sale will result in a pre-tax book gain in excess of $100 million.

The ~~company’s products are developed through~~completion of the transaction is subject to certain customary closing conditions, including, but not limited to, the absence of any order of a ~~proprietary coating process using state-of-the-art advanced equipment.~~court prohibiting the consummation of the sale and certain regulatory actions, including the expiration or termination of waiting periods administered by, or other required approvals of, specified governmental competition authorities. In addition, the buyer’s obligation to consummate the sale is further conditioned upon the entry by Coltec Industries France SAS into an adherence agreement, agreeing to the sale of all of the shares of CPI France to the buyer on the terms and conditions set forth in the Purchase Agreement, after having exercised the Put Option. The Purchase Agreement does not include a financing condition to the completion of the transaction. We anticipate the sale to close by the end of the first quarter of 2022.

Agreement to Acquire NxEdge

~~Alluxa works~~On November 4, 2021, EnPro Holdings entered into a Purchase and Sale Agreement dated as of November 4, 2021 (the “Purchase Agreement”) with TCFII NxEdge Holdings, LLC (the “Seller”) and TCFII NxEdge LLC (“NxEdge”) providing for the sale by the Seller to EnPro Holdings of all issued and outstanding membership interests of NxEdge (the “Purchase Transaction”) for $850.0 million in ~~collaboration with customers across major end markets~~cash. The purchase price is subject to ~~provide customized, complex precision coating solutions through~~potential adjustment based on the ~~company’s specialized technology platform~~amount, on the date the Purchase Transaction is consummated, of cash, debt and ~~proprietary processes. The company has cultivated long-standing customer relationships across its diversified customer base. Alluxa’s global distribution capabilities support~~working capital of NxEdge, as well as for the ~~company’s international reach, serving customers across the Americas, Europe,~~amount of specified selling and ~~Asia. Founded in 2007, Alluxa has 2 locations in California and is headquartered in Santa Rosa, California.~~other expenses of NxEdge.

The ~~cash~~completion of the Purchase Transaction is subject to certain limited closing conditions, including, but not limited to, the absence of any order of a court prohibiting the consummation of the Purchase Transaction, the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the absence of a material adverse effect on the financial condition or results of operations of NxEdge and its subsidiaries, taken as a whole, occurring after the date of the Purchase Agreement. The Purchase Agreement does not include a financing condition to EnPro Holdings' obligation to complete the Purchase Transaction.

The Purchase Agreement contains customary termination provisions in favor of both EnPro Holdings and the Seller, including a right to terminate the Purchase Agreement if the Purchase Transaction has not been consummated on or prior to May 3, 2022 (or such later date, if any, as EnPro Holdings and the Seller agree upon in writing). The Purchase Agreement does not include provisions for the indemnification by the Seller or EnPro Holdings of the other party following the consummation of the Purchase Transaction (other than limited indemnification by the Seller for a specified matter) and provides that the premiums of any representation and warranty insurance policy obtained by EnPro Holdings with respect to the Purchase Agreement are to be borne by EnPro Holdings.

The Purchase Agreement provides that simultaneous with the closing of the Purchase Transaction, EnPro Holdings, the Seller and a specified escrow agent will enter into an escrow agreement under which a portion of the purchase price is to be held in escrow pending resolution of the purchase price adjustment.

We intend to fund the payment of the purchase price of ~~Alluxa was $237 million, subject to a closing date net working capital adjustment. The purchase closed on October 26, 2020. We funded~~ the ~~purchase~~Purchase Transaction with available cash on hand, borrowings under the Revolving Credit Facility and ~~rollover equity~~borrowings under new term loan facilities. We have received commitments from ~~Alluxa executives (the "Rollover Sellers").~~a bank lender for a $265 million incremental term loan under the Credit Agreement and for a separate $135 million 364-day term loan facility.

In connection with the ~~completion~~execution of the ~~transaction,~~Purchase Agreement, on November 4, 2021, we entered into a ~~limited liability operating agreement~~Subscription Agreement dated as of November 4, 2021 (the ~~“LLC~~“Subscription Agreement”) with ~~respect to our subsidiary (the “Acquisition Subsidiary”) formed to effect~~ the ~~acquisition~~President and Chief Executive Officer of ~~Alluxa and which~~NxEdge, who is ~~the direct parent of Alluxa. In the rollover transaction, the Rollover Sellers received approximately 7%~~also a minority owner of the ~~equity interests of the Acquisition Subsidiary in return for their contribution of the rollover shares of Alluxa. Pursuant~~Seller (the “NxEdge Executive”) pursuant to which we have agreed to issue to the ~~LLC Agreement, each Rollover Seller~~NxEdge Executive, and the NxEdge Executive has ~~the right to sell to us, and we have the right~~agreed to purchase from ~~each Rollover Seller (collectively,~~us, 112,903 shares of our common stock (the “Subscription Shares”) for cash conditioned upon, and to be completed substantially concurrently with, the ~~“Put and Call Rights”), one-third~~completion of the ~~Rollover Seller’s equity interests in~~Purchase Transaction. The purchase price for the ~~Acquisition Subsidiary during each~~Subscription Shares is $88.571 per share, which was the average of ~~three exercise periods in 2024, 2025 and 2026,~~the closing price of our common stock on the New York Stock Exchange for the 20 consecutive trading days preceding the date of

execution of the Subscription Agreement. In the Subscription Agreement, the NxEdge Executive has agreed not to transfer or enter into any hedging arrangements with ~~any amount not sold or purchased in a prior exercise period being carried forward~~respect to the ~~subsequent exercise periods. The LLC Agreement also provides~~Subscription Shares for a period of two years after his purchase of the Subscription Shares, other than a bona fide gift to a charitable foundation to be established by the NxEdge Executive if such charitable foundation agrees to not transfer or enter into any hedging arrangements with respect to the Subscription Shares for the ~~purchase by us~~remainder of all of a Rollover Seller’s equity interests in the Acquisition Subsidiary in connection with the termination of employment of the Rollover Seller under specified circumstances, with payments in certain circumstances to be made in annual installments. In certain cases involving the termination of a Rollover Seller’s employment, the consideration payable to a Rollover Seller for the purchase of his equity interests is equal to the fixed value set forth in the LLC Agreement (an aggregate of $17.85 million for all of the Rollover Sellers). In all other cases, including upon any exercise of the Put and Call Rights, the consideration payable under the LLC Agreement in connection with any such purchase by us of a Rollover Seller’s equity interests in the Acquisition Subsidiary is equal to the greater of the fixed value of the equity interests as set forth in the LLC Agreement or a price based upon a multiple of twelve-month adjusted EBITDA based upon certain financial metrics of the Acquisition Subsidiary, plus cash and less indebtedness of the Acquisition Subsidiary prior to the relevant payment, and subject to certain adjustments dependent upon the circumstances of the purchase and sale.

The initial accounting for the business combination is incomplete at the time of this filing due to the limited amount of time since the acquisition date and the current initial phases of the valuation process. Therefore, it is impracticable for us to provide the major classes of assets acquired and liabilities and contingent liabilities assumed or pro forma revenue and earnings.two-year period.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following is management’s discussion and analysis of certain significant factors that have affected our financial condition, cash flows and operating results during the periods included in the accompanying unaudited consolidated financial statements and the related notes. You should read this in conjunction with those financial statements and the audited consolidated financial statements and related notes included in our annual report on Form 10-K for the fiscal year ended December 31, ~~2019.~~2020.

Forward-Looking Information

This quarterly report on Form 10-Q includes statements that reflect projections or expectations of the future financial condition, results of operations and business of EnPro that are subject to risk and uncertainty. We believe those statements to be “forward-looking” statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. When used in this report, the words “may,” “hope,” “will,” “should,” “expect,” “plan,” “anticipate,” “intend,” “believe,” “estimate,” “predict,” “potential,” “continue,” “likely,” and other expressions generally identify forward-looking statements.

We cannot guarantee actual results or events will not differ materially from those projected, estimated, assigned or anticipated in any of the forward-looking statements contained in this report. Important factors that could result in those differences include those specifically noted in the forward-looking statements and those identified in Item 1A, “Risk Factors” of our annual report on Form 10-K for the year ended December 31, ~~2019, and included in~~ ~~Part II, Item 1A, "Risk Factors" of this quarterly report on Form 10-Q,~~2020, which include:

•impacts from the coronavirus (or COVID-19) pandemic and governmental responses to limit the further spread of COVID-19, including impacts on our company’s operations, and the operations and businesses of our customers and vendors, including whether our operations and those of our customers and vendors will continue to be treated as “essential” operations under government orders restricting business activities or, even if so treated, whether site-specific health and safety concerns might otherwise require certain of our operations to be halted for some period of time;

•uncertainty with respect to the duration and severity of these impacts from the COVID-19 pandemic, including impacts on the general economy, the markets served by our customers (including international markets that may not recover at the same pace as markets in the United States), and consequent reductions in the demand for our products and services, which could result in additional intangible asset impairment ~~charges beyond the charges recognized in the third quarter of 2020;~~charges;

•general economic conditions in the markets served by our businesses and the businesses of our customers, some of which are cyclical and experience periodic downturns;

•prices and availability of raw materials, including as a result of the COVID-19 pandemic;

•uncertainties with respect to our ability to achieve anticipated growth within the semiconductor, life sciences, and other technology-enabled markets;

•the impact of fluctuations in currency exchange rates;

•unanticipated delays or problems in introducing new products;

•the incurrence of contractual penalties for the late delivery of long lead-time products;

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

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

•the amount of any payments required to satisfy contingent liabilities, including those related to discontinued operations, other divested businesses and discontinued operations of our predecessors, including liabilities for certain products, environmental matters, employee benefit and statutory severance obligations and other matters.

Statements with respect to the acquisition of NxEdge and disposition of the CPI Business, including the anticipated timing of and impact from the completion of each such transaction, are subject to risks and uncertainties including, among others, the

possibility that necessary regulatory approvals may not be obtained or that other conditions to closing each such transaction may not be satisfied such that the transaction will not close or that the closing may be delayed; the possibility of unexpected costs, liabilities or delays in connection with each such transaction; risks that either such transaction disrupts current plans and operations of Enpro; the ability to recognize the anticipated benefits of each such transaction; the amount of the costs, fees, expenses and charges related to the respective transaction; the outcome of any legal proceedings that may arise with respect to such transaction; and the occurrence of any event, change or other circumstances that could give rise to the termination of the relevant agreements for the acquisition of NxEdge or the sale of the CPI Business.

We caution our shareholders not to place undue reliance on ~~these~~our forward-looking statements, which speak only as of the date on which such statements were made.

Whenever you read or hear any subsequent written or oral forward-looking statements attributed to us or any person acting on our behalf, you should keep in mind the cautionary statements contained or referred to in this section. We do not undertake any obligation to release publicly any revisions to these forward-looking statements to reflect events or circumstances after the date of this report or to reflect the occurrence of unanticipated events.

Non-GAAP Financial Information

In our discussion of our outlook and results of operations, we utilize financial measures that have not been prepared in conformity with generally accepted accounting principles in the United States ("GAAP"). They include adjusted ~~net~~ income from continuing operations attributable to EnPro Industries, Inc., adjusted diluted earnings per share attributable to EnPro Industries, Inc. continuing operations, adjusted earnings before interest, taxes, depreciation, and amortization ("adjusted EBITDA"), and total adjusted segment ~~adjusted~~ EBITDA. Tables showing the reconciliation of these non-GAAP financial measures to the comparable GAAP measures are included in "—Reconciliations of Non-GAAP Financial Measures to the Comparable GAAP Measures"

We believe non-GAAP metrics are commonly used financial measures for investors to evaluate our operating performance and, when read in conjunction with our consolidated financial statements, present a useful tool to evaluate our ongoing operations and performance from period to period. In addition,these non-GAAP measures are some of the factors we use in internal evaluations of the overall performance of our businesses. We acknowledge that there are many items that impact our reported results and the adjustments reflected in these non-GAAP measures are not intended to present all items that may have impacted these results. In addition, the non-GAAP measures we use are not necessarily comparable to similarly titled measures used by other companies.

Overview and Outlook

Overview. We design, develop, manufacture, service and market proprietary engineered industrial products. ~~At September 30, 2020, we had 47 primary~~We are headquartered in Charlotte, North Carolina and have 20 principal manufacturing and service facilities (approximately 50,000 square feet or larger) located in 13 countries, including the United States. Over the past several years, we have executed several strategic initiatives to change the portfolio of businesses that we operate to focus on materials science-based businesses with leading technologies, compelling margins, strong cash flow, and high levels of recurring revenue that serve markets with favorable secular tailwinds. These initiatives have increased our ability to provide solutions to the semiconductor, life sciences, and other technology industries.

We manage our business as ~~two~~three segments: a Sealing ~~Products~~Technologies segment, an Advanced Surface Technologies segment, and an Engineered ~~Products~~Materials segment.

Our Sealing ~~Products~~Technologies segment designs, manufactures and sells sealing products, including: metallic, non-metallic and composite material gaskets, dynamic seals, compression packing, resilient metal seals, elastomeric seals, custom-engineered mechanical seals for applications in the aerospace industry and other markets, hydraulic components, expansion joints, ~~modular sealing systems for sealing pipeline penetrations and pipe casing isolators and end seals,~~ sanitary gaskets, hoses and fittings for the hygienic process industries, fluid transfer products for the pharmaceutical and biopharmaceutical industries, hole forming products, ~~manhole infiltration sealing systems,~~ bellows and bellows assemblies, ~~pedestals for semiconductor manufacturing,~~ PTFE products, and heavy-duty commercial vehicle parts used in ~~the~~ wheel-end and ~~suspension.~~suspension components. These products are used in a variety of industries, including chemical and petrochemical processing, ~~petroleum extraction and refining,~~ pulp and paper processing, power generation, food and pharmaceutical processing, primary metal manufacturing, mining, water and waste treatment, heavy-duty trucking, aerospace, medical, filtration and semiconductor fabrication. In many of these industries, performance and durability are vital for safety and environmental protection. Many of our products are used in highly demanding applications, e.g., where extreme temperatures, extreme pressures, corrosive environments, strict tolerances, and/or worn equipment make product performance difficult. ~~In addition~~

segment’s products and services are used in highly demanding environments requiring performance, precision and repeatability, with a low tolerance for failure. The segment’s services include cleaning, coating, testing, refurbishment and ~~refurbishment~~verification services for critical components and assemblies used in state-of-the-art advanced node semiconductor manufacturing equipment. The segment also designs, manufactures and sells specialized optical filters and thin-film coatings for the most challenging applications in the industrial technology, life sciences, and semiconductor markets and complex front-end wafer processing sub-systems, new and refurbished electrostatic chuck pedestals, thin film coatings, and edge-welded metal bellows for the semiconductor equipment ~~serviced is used to produce advanced microchips~~industry and for ~~smartphones, autonomous vehicles, high-speed wireless connectivity, artificial intelligence,~~critical applications in the space, aerospace and ~~other applications.~~defense markets.

~~In the second quarter of 2020~~On September 2, 2021 we ~~moved the oil~~sold certain assets and ~~gas component~~liabilities of our ~~Garlock Pipeline~~polymer components business unit, which was principally located in Houston, Texas and included in our Sealing Technologies ~~("GPT")~~segment. Sales for the business ~~from~~included in our 2021 consolidated results through the ~~Sealing Products segment to~~date of the Engineered Products segment. This move allowed us to group our two oil and gas businesses, GPT and Compressor Products International, together so that they can be managed as one business unit. This change is reflected in all periods presented in ~~Note 13, "Business Segment Information". The change also involved the transfer of $5.8 million of goodwill from the Sealing Products Segment to the Engineered Products segment which is reflected in all periods presented in~~ ~~Note 8, "Goodwill and Other Intangible Assets"~~.sale was approximately $20 million. As a result of the ~~move~~sale, we recorded a pre-tax gain of $19.5 million in other income (expense) on our Consolidated Statements of Operations.

On October 12, 2021, we entered into an Equity and Asset Purchase Agreement (the “Purchase Agreement”) providing for the sale of specified equity interests and assets of our Compressor Products International business ("CPI Business") included in our Engineered Materials segment. In connection with the entry into the Purchase Agreement between us and the buyer we entered into a ~~portion~~Put Option Agreement. This agreement irrevocably provides us with the right to require the buyer to purchase all of the ~~GPT business, an interim goodwill impairment test was performed~~shares of CPI-Liard SAS ("CPI France") on terms set forth therein and in the ~~second quarter~~Purchase Agreement (the “Put Option”). The Put Option may be exercised at our sole discretion only following completion of ~~2020~~the required employee consultation processes with the employees of CPI France, including with the relevant works councils in France, with respect to such a sale of CPI France. The Purchase Agreement provides for ~~all reporting units~~an aggregate purchase price of the CPI Business, including CPI France, of $195.0 million. The purchase price is subject to potential adjustment based on the amount, on the date the transaction is consummated, of cash, debt and ~~we determined that~~working capital of the ~~carrying amount of our goodwill was not impaired either before or after the move.~~

~~This interim goodwill impairment assessment, during the second quarter of 2020, was conducted~~entities to be sold in the ~~context of information that was reasonably available to us,~~transaction, as well as ~~our consideration~~for the amount of specified selling expenses. We anticipate this sale will result in a pre-tax book gain in excess of $100 million.

The completion of the ~~future potential impacts~~transaction is subject to certain customary closing conditions, including, but not limited to, the absence of ~~COVID-19 on our business. The fair value~~any order of ~~our Technetics Group reporting unit within~~a court prohibiting the ~~Sealing Products segment, which was allocated $243.7 million of goodwill as of June 30, 2020, exceeded its carrying value by an estimated 5% as~~consummation of the ~~interim testing date. The fair values~~sale and certain regulatory actions, including the expiration or termination of waiting periods administered by, or other required approvals of, specified governmental competition authorities. In addition, the buyer’s obligation to consummate the sale is further conditioned upon the entry by Coltec Industries France SAS into an adherence agreement, agreeing to the sale of all of ~~our other reporting units exceeded their carrying values~~the shares of CPI France to the buyer on the terms and conditions set forth in the Purchase Agreement, after having exercised the Put Option. The Purchase Agreement does not include a financing condition to the completion of the transaction. We anticipate the sale to close by ~~at least 20%. In estimating~~ the ~~fair values~~end of ~~our reporting units, we applied~~ the ~~same discounted cash flow~~first quarter of 2022.

On November 4, 2021, EnPro Holdings entered into a Purchase and ~~market valuation approaches~~Sale Agreement dated as of November 4, 2021 (the “Purchase Agreement”) with TCFII NxEdge Holdings, LLC and ~~relative weighting described in our Form 10-K~~TCFII NxEdge LLC (“NxEdge”) providing for the ~~year ended December 31, 2019.~~sale by the Seller to EnPro Holdings of all issued and outstanding membership interests of NxEdge (the “Purchase Transaction”) for $850.0 million in cash. NxEdge is an advanced manufacturing, cleaning, coating, and refurbishment business focused on the semiconductor value chain. The ~~key assumptions used~~purchase price is subject to potential adjustment based on the amount, on the date the Purchase Transaction is consummated, of cash, debt and working capital of NxEdge, as well as for the ~~discounted cash flow approach include business projections, growth rates,~~amount of specified selling and ~~a discount rate~~other expenses of ~~10.5%.~~ NxEdge.

The ~~discount rate we used was based on our weighted average cost~~completion of ~~capital. For sensitivity purposes, a 100-basis-point increase in~~ the discount rate would result in the carrying value of our Technetics Group reporting unit at June 30, 2020 exceeding its fair value by 2%. Conversely, a 100-basis-point decrease in the discount rate would result in the fair value of this reporting unit exceeding its carrying value at June 30, 2020 by 14%.

~~Due~~Purchase Transaction is subject to ~~uncertainties at this time with respect~~certain limited closing conditions, including, but not limited to, the ~~severity and duration~~absence of any order of a court prohibiting the consummation of the ~~COVID-19 outbreak,~~Purchase Transaction, the ~~duration and terms~~expiration or termination of ~~related governmental orders restricting activities,~~the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the ~~timing~~absence of a material adverse effect on the financial condition or results of operations of NxEdge and ~~pace~~its subsidiaries, taken as a whole, occurring after the date of ~~any economic recovery as COVID-19 impacts ultimately abate, we cannot predict~~the Purchase Agreement. The Purchase Agreement does not include a financing condition to EnPro Holdings' obligation to complete the Purchase Transaction.

We intend to fund the payment of the purchase price of the Purchase Transaction with ~~specificity~~available cash on hand, borrowings under the ~~extent~~Revolving Credit Facility (as defined below) and ~~duration of any future impact on our business and financial results from COVID-19. In addition, although most of our operations~~borrowings under new term loan facilities. We have been treated as “essential” operations under applicable government orders restricting business activities that have been issued to date, and accordingly have been permitted to continue to operate, it is possible that they may not continue to be so treated under future government orders, or, even if so treated, site-specific health and safety concerns might otherwise require certain of our operations to be halted for some period of time. Accordingly, if the impact is more severe or longer in duration than we have projected, such impact could potentiallyreceived

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~~result in impairments of assets~~commitments from a bank lender for a $265 million incremental term loan under the Credit Agreement (as defined below) and ~~in future periods. We will conduct our next annual goodwill impairment assessment as of October 1, 2020.~~

~~In the third quarter of 2020, sales declines by businesses utilizing two of the indefinite-lived trademarks within our Sealing Products segment were determined to be triggering events~~ for ~~an interim impairment analysis. Based on the results of this analysis, we recorded~~ a ~~$16.1~~separate $135 million ~~impairment of indefinite-lived trademarks in the third quarter.~~

On September 28, 2020, we entered into an agreement to acquire Alluxa, Inc. ("Alluxa"), a privately held, California-based company. Alluxa is an industrial technology company that provides specialized optical filters and thin-film coatings for the most challenging applications in the industrial technology, life sciences, and semiconductor markets. The company’s products are developed through a proprietary coating process using state-of-the-art advanced equipment.

Alluxa works in collaboration with customers across major end markets to provide customized, complex precision coating solutions through the company’s specialized technology platform and proprietary processes. The company has cultivated long-standing customer relationships across its diversified customer base. Alluxa’s global distribution capabilities support the company’s international reach, serving customers across the Americas, Europe, and Asia. Founded in 2007, Alluxa has two locations in California and is headquartered in Santa Rosa, California,

The cash purchase price of Alluxa was $237 million, subject to a closing date net working capital adjustment. The purchase closed on October 26, 2020. We funded the purchase with available cash and rollover equity from Alluxa executives.

In the second quarter of 2020, we announced our plans to exit of the remaining portion of STEMCO's Brake Products business. This plan includes exiting the manufacturing of our Motor Wheel® and Crewson® brake adjuster brands as well as reaching an agreement to sell the Lunar® air disc brake product line and manufacturing364-day term loan facility.

In August of 2020, subsequent to announcing the exit of our Motor Wheel® brake drum and Crewson® brake adjuster brands, we identified a buyer and entered into a definitive agreement to sell the assets related to the businesses. On September 2, 2020, we completed the sale for $8.9 million, net of transaction fees.

This transaction resulted in a $3.7 million reversal of previously accrued cash restructuring charges consisting of severance, contract cancellation costs, and other costs recorded in other operating expense on our consolidated statements of operations. In the third quarter of 2020, we recorded a $3.6 million loss on sale of the business in other non-operating expense on our consolidated statements of operations.

The exit from our Motor Wheel® brake drum and Crewson® brake adjuster brands resulted in restructuring and impairment charges of $11.1 million in the second quarter of 2020, of which $3.6 million was related to inventory impairment charges, $3.5 million was impairment of intangible assets, and $4.0 million related to severance, contract cancellation costs, and other expenses.

In the second quarter of 2020 we classified the Lunar® air disc brake business as held for sale and an impairment charge of $2.1 million was recognized, of which $1.6 million related to impairment of long-lived assets and $0.5 million related to impairment of inventory. The sale of the U.S. assets of the business closed in the third quarter of 2020 for $0.3 million, resulting in a gain of $0.2 million. The sale of the Lunar® manufacturing facility located in Shanghai, China is expected to close in the fourth quarter of 2020 and its related assets and liabilities have been classified as current assets and liabilities held for sale on our consolidated balance sheet as of since June 30, 2020. We estimate the closing to result in an approximately breakeven pretax gain or loss.

Aside from the inventory impairment charges, which were recorded as cost of sales on our consolidated income statements as they pertain to impairments of inventory, the restructuring charges were recorded in other operating expense on our consolidated income statements.

On June 18, 2020, we communicated our intent to exit the bushing block business of the Engineered Products segment principally located in Dieuze, France. Because the restructuring charges associated with that planned exit were not estimable, we did not record any restructuring charges related to this plan in the second quarter. During the third quarter, we continued to explore the possible sale of the business as we proceeded with plans to exit the business through a shutdown and identified a buyer to purchase the business operated at the Dieuze facility. We have classified the assets and liabilities of the business as held for sale on our consolidated balance sheet at September 30, 2020 and we have entered into a binding put option agreement with such buyer, which provides GGB France the right to sell the business to such buyer pending conclusion of a review process by the Works Councils representing the employees at the Dieuze facility. As a result, in the third quarter we recorded a $6.2 million impairment charge that consists of $1.8 million of non-cash impairments of long-lived assets and $4.4 million (3.7 million EUR) of cash payments to be due to the buyer at closing.

On August 3, 2020 we announced that we entered into a definitive agreement to sell the Air Springs portion of our heavy-duty trucking business for $32.0 million in cash and a long-term promissory note with a face value of $7.5 million that will be stated at fair value. Subsequent to the announcement, we agreed with the purchaser to retain the outstanding account receivable in the United States, which aggregated $7.2 million at September 30, 2020. The purchase price is subject to adjustment based on the amount of cash and working capital on the closing date. We expect a negative net working capital adjustment on the closing date that approximates the net book value of the accounts receivable retained as a result of our agreement to retain the accounts receivable. The sale is expected to close in the fourth quarter of 2020 and is subject to antitrust approvals and typical closing conditions. We expect the gain or loss to be at approximately breakeven.

On December 12, 2019, certain of our subsidiaries entered into a Membership Interest Purchase Agreement with Arcline FM Holdings, LLC, an affiliate of Arcline Investment Management, LP, pursuant to which we agreed to transfer all of the outstanding equity interests in our indirect subsidiary, Fairbanks Morse, LLC, to Arcline FM Holdings and to cause one of our subsidiaries to sell certain related Canadian assets to an affiliate of Arcline FM Holdings, for an aggregate purchase price of $450 million. This divestiture transaction was completed on January 21, 2020. Simultaneous with the closing of the divestiture transaction and to facilitate the continued operation of the business conducted by Fairbanks Morse during a transition period, our direct subsidiary, EnPro Holdings, and Arcline FM Holdings entered into a transition services agreement pursuant to which EnPro Holdings provided specified administrative services, including payroll services and ERP system support, to Arcline FM Holdings for periods of up to six months for specified service charges. As of July 31, 2020 these transition services had been concluded.

Fairbanks Morse manufactures heavy-duty, medium-speed reciprocating engines used primarily in marine and power generation applications and comprised our Power Systems segment. In light of the entry of the definitive agreement in December 2019 to divest Fairbanks Morse, we classified the Power Systems segment as a discontinued operation for the fourth quarter and full year 2019, and all prior quarterly and annual financial results of EnPro have been recast to reflect the Power Systems segment as a discontinued operation.

COVID-19 ~~Response.~~Impacts. ~~The outbreak of the coronavirus, or~~ COVID-19 ~~which has been declared by the World Health Organization (the "WHO") to be a “pandemic,” has spread across the globe and is impacting worldwide economic activity. As COVID-19 has spread, it~~ has significantly impacted the health and economic environment around the world. Our customers are principally global manufacturers and the impact of the COVID-19 pandemic on general economic conditions, and more deleterious effects on certain markets, ~~such as oil~~have had and ~~gas and automotive, are having and will~~may continue to have negative implications on demand for their goods and consequently on their demand for our products and services. Because of uncertainties with respect to the continuing severity and duration of the COVID-19 outbreak, which may vary significantly in different regions of the world and could be impacted by new variants, the duration and terms of related governmental orders restricting activities, and the timing and pace of any economic recovery as COVID-19 impacts ~~ultimately~~ abate in different regions, we cannot predict with precision the extent and duration of any future ~~decreased~~changes in demand for our products and services due to COVID-19 impacts and the consequent impact on our business and financial results.

In March 2020, we established a COVID-19 Response and Support Team (the "Support Team"), which is made up of our global executive leadership team with representatives from each functional area within the organization. The Support Team is working diligently to manage our business continuity plans and coordinated response. We have planned for several contingency scenarios and have taken decisive, informed action to limit the spread of COVID-19 while ensuring the continuity of our businesses. We are leveraging direction from our internal safety protocols, international health organizations, such as the WHO and the Centers for Disease Control, as well as local governments. We have local response teams at each of our facilities who are available to respond to changes as they occur.

~~With respect to business operations and the protection of our employees, we have taken numerous actions including:~~

•~~Suspension of all non-essential travel;~~

•~~Implementation of mandatory work from home, where feasible;~~

•~~Expansion of information technology infrastructure to enable working remotely and holding virtual meetings;~~

•~~Implementation of employee testing and contact tracing;~~

•~~Restrictions on visitors to EnPro facilities;~~

•~~Training of employees in enhanced cleaning and disinfecting protocols and providing~~

~~supplemental personal protective equipment at each of our facilities;~~

•~~Safe operating procedures such as temperature scanning and the use of masks;~~

•~~Establishing social distancing protocols in our manufacturing sites;~~

•~~Implementation of quarantining policies and practices with respect to any infected employee;~~

•~~Creation of a dedicated communications platform and internal website to address questions from employees~~

~~and provide frequent updates; and,~~

•~~Development of a virtual sales platform.~~

~~Although most of our businesses are granted "essential" business status under local government safety orders around the world, we have had to temporarily close several of our facilities.~~ All of our primary manufacturing facilities are currently open and generally have not experienced significant supply chain disruptions. Certain operations are experiencing upstream supply chain challenges for raw materials, including certain metals and rubber-related chemicals, as raw material supply, which was reduced in response to the economic slowdown related to the COVID-19 pandemic, has not sufficiently increased to address increasing demand, including inventory restocking, as general economic activity has improved. Additionally, each of our businesses has developed continuity and contingency plans, based on various scenarios in preparation for potential operational disruptions, to permit us to adjust production levels to demand. We cannot predict if and when ~~further~~ closures or production changes may arise as a result of implications related to the COVID-19 pandemic.

~~To help protect the strength of our financial position, we have implemented several measures including: ~~

•~~Aggressive cost management initiatives;~~

•~~Discretionary spending reductions;~~

•~~Capital expenditure prioritization;~~

•~~Headcount optimization plans, as needed; and,~~

•~~Increased working capital monitoring to ensure timely accounts receivable collections and inventory level~~

~~optimization.~~

Outlook

Financial highlights for the quarters and nine months ended September 30, ~~2020~~2021 and ~~2019~~2020 are as follows:


		Quarters Ended September 30,				Nine Months Ended September 30,					Quarters Ended September 30,				Nine Months Ended September 30,
		2020		2019		2020		2019			2021		2020		2021		2020
		(in millions, except per share data)									(in millions, except per share data)
Net sales	Net sales	$	268.3	$	299.0	$	798.0	$	919.2	Net sales	$	283.1	$	268.3	$	861.0	$	798.0
Segment profit		$	29.5	$	28.4	$	69.3	$	94.9
Income (loss) from continuing operations attributable to EnPro Industries, Inc		$	(21.6)	$	(8.4)	$	(14.8)	$	16.0
Income (loss) from continuing operations attributable to EnPro Industries, Inc.										Income (loss) from continuing operations attributable to EnPro Industries, Inc.	$	27.5	$	(21.6)	$	74.8	$	(14.8)
Net income (loss) attributable to EnPro Industries, Inc.	Net income (loss) attributable to EnPro Industries, Inc.	$	(19.7)	$	(1.5)	$	192.5	$	35.5	Net income (loss) attributable to EnPro Industries, Inc.	$	27.5	$	(19.7)	$	74.8	$	192.5
Diluted earnings (loss) per share from continuing operations attributable to EnPro Industries, Inc.	Diluted earnings (loss) per share from continuing operations attributable to EnPro Industries, Inc.	$	(1.05)	$	(0.41)	$	(0.72)	$	0.77	Diluted earnings (loss) per share from continuing operations attributable to EnPro Industries, Inc.	$	1.33	$	(1.05)	$	3.61	$	(0.72)
Adjusted income from continuing operations attributable to EnPro Industries, Inc.1	Adjusted income from continuing operations attributable to EnPro Industries, Inc.1	$	13.8	$	15.2	$	37.9	$	44.0	Adjusted income from continuing operations attributable to EnPro Industries, Inc.1	$	29.1	$	20.8	$	89.8	$	58.5
Adjusted diluted earnings per share attributable to EnPro Industries, Inc. continuing operations 1	Adjusted diluted earnings per share attributable to EnPro Industries, Inc. continuing operations 1	$	0.67	$	0.73	$	1.84	$	2.11	Adjusted diluted earnings per share attributable to EnPro Industries, Inc. continuing operations 1	$	1.40	$	1.01	$	4.33	$	2.84
Adjusted EBITDA 1	Adjusted EBITDA 1	$	42.1	$	42.7	$	120.2	$	126.1	Adjusted EBITDA 1	$	51.5	$	42.1	$	160.8	$	120.2

1 A reconciliation of non-GAAP measures to their respective GAAP measure is located in the Reconciliation of Non-GAAP Financial Measures to the Comparable GAAP Measure at the end of this section.

~~During~~We continue to experience strong demand growth and improved momentum across all of our businesses in the first nine months ~~ended September 30, 2020, our end markets saw varied demand changes~~of 2021. Our performance was driven primarily by Sealing Technologies as a result of the economic impacts of the COVID-19 pandemic. Growth in the semiconductor and food and pharmaceutical markets, including the contribution from the businesses acquired in the second half of 2019, was more than offset by weakness in the heavy-duty truck, general industrial, automotive, aerospace, oil and gas, and petrochemical markets.

~~Our year-to-date segment profit decreased year over year primarily~~we continue to produce higher results driven by ~~restructuring actions taken within~~improved performance in our ~~Stemco heavy-duty truck brake products business and impairment charges associated with the pending sale of the bushing block~~Garlock business as well as weakness in sales due to the challenging conditions of COVID-19. While these challenging conditions have continued to date and most of our businesses continue to experience reduced order levels compared to prior-year levels, our focus on cost management andfrom the benefits of ~~the~~ portfolio reshaping ~~helped us achieve increased segment adjusted EBITDA~~within our Stemco business. We continued our progress on portfolio reshaping with the divestiture of our polymer components business in the third quarter and reached an agreement in October 2021 to sell our CPI business.

We believe that our strong performance in the first nine months of ~~2020 compared~~2021 was likely enhanced to some extent by customers restocking as the ~~prior year. For~~economy in the ~~fourth quarter, we anticipate year-over-year demand~~United States and certain other regions continue to ~~be solid for both semiconductor and food and pharmaceutical markets, with continued softness in heavy duty truck, general industrial, oil and gas, petrochemical, and aerospace markets.~~

~~The net proceeds~~recover from the ~~divestiture of Fairbanks Morse on January 21, 2020 have allowed us~~pandemic, however, we are unable to ~~deleverage our balance sheet.~~quantify the amount or the extent to which we benefited from these restocking purchases. We ~~believe our cash balance of $441 million at September 30, 2020 and the availability of $389 million for future borrowings on our Revolving Credit Facility will provide us with ample liquidity~~expect to continue ~~the reshaping~~to see strong demand in many of the EnPro portfolio, subsequent to the closing of the Alluxa acquisition, and to endure a weak economic environment for an extended period. We remain committed to maintaining a strong balance sheet, focusing on aftermarket exposure and recurring revenue opportunities, and leveraging the EnPro Operating System for continuous improvement and increased value.industries we serve.

~~While the merger and acquisition environment has slowed as a result of the COVID-19 pandemic, in~~In connection with our growth strategy, we will continue to evaluate making additional acquisitions to take advantage of opportunities that arise. While we have completed all the portfolio shaping divestitures contemplated in our 2020 plans (subsequent to the expected closing of the divestiture of the Air Springs business, the Shanghai facility of the Lunar® air disc brake business and the bushing block business in Dieuze, France in the fourth quarter), weWe will consider making additional divestitures over time, and under the right circumstances, to further our long-term strategic goals of refocusing our portfolio on businesses with compelling margins, leading technology, high cash flow return on investment, and favorable secular tailwinds.

Results of Operations

Quarters Ended
September 30, Nine Months Ended September 30,
2020 2019 2020 2019
(in millions)
Sales
Sealing Products $ 201.8 $ 219.5 $ 601.4 $ 668.0
Engineered Products 67.7 81.1 201.4 255.8
269.5 300.6 802.8 923.8
Intersegment sales (1.2) (1.6) (4.8) (4.6)
Net sales $ 268.3 $ 299.0 $ 798.0 $ 919.2
Segment Profit
Sealing Products $ 33.0 $ 17.8 $ 69.5 $ 66.2
Engineered Products (3.5) 10.6 (0.2) 28.7
Total segment profit 29.5 28.4 69.3 94.9
Corporate expenses (11.7) (8.1) (27.3) (25.5)
Interest expense, net (3.9) (3.8) (11.4) (12.5)
Other expense, net (42.5) (25.8) (42.7) (30.3)
Income (loss) from continuing operations before income taxes $ (28.6) $ (9.3) $ (12.1) $ 26.6
Segment adjusted EBITDA1
Sealing Products $ 45.4 $ 37.0 $ 127.8 $ 112.0
Engineered Products 7.9 14.8 21.1 42.0
Total segment adjusted EBITDA $ 53.3 $ 51.8 $ 148.9 $ 154.0


	Quarters Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
	(in millions)
Sales
Sealing Technologies	$	146.9	$	157.8	$	455.9	$	482.0
Advanced Surface Technologies	64.3		44.6		178.2		121.3
Engineered Materials	73.8		67.7		234.2		201.4
	285.0		270.1		868.3		804.7
Intersegment sales	(1.9)		(1.8)		(7.3)		(6.7)
Net sales	$	283.1	$	268.3	$	861.0	$	798.0

Income (loss) from continuing operations attributable to EnPro Industries, Inc.	$	27.5	$	(21.6)	$	74.8	$	(14.8)

Adjusted Segment EBITDA
Sealing Technologies	$	34.5	$	32.0	$	110.8	$	96.1
Advanced Surface Technologies	19.4		13.4		52.3		31.7
Engineered Materials	8.8		7.9		34.4		21.1
Total Adjusted Segment EBITDA	$	62.7	$	53.3	$	197.5	$	148.9

Reconciliation of Adjusted Segment EBITDA to income (loss) from continuing operations attributable to EnPro Industries, Inc.
Adjusted Segment EBITDA	$	62.7	$	53.3	$	197.5	$	148.9
Acquisition and divestiture expenses	(0.3)		(1.3)		(0.4)		(2.6)
Non-controlling interest compensation allocation	(1.3)		(0.5)		(4.1)		(1.6)
Amortization of fair value adjustment to acquisition date inventory	(1.0)		—		(5.8)		—
Restructuring and impairment expense	(0.7)		(5.0)		(5.2)		(23.9)
Depreciation and amortization expense	(18.3)		(17.0)		(55.6)		(51.5)
Corporate expenses	(11.6)		(11.7)		(36.0)		(27.3)
Interest expense, net	(2.6)		(3.9)		(10.2)		(11.4)
Other income (expense), net	15.8		(42.5)		15.8		(42.7)
Income (loss) from continuing operations before income taxes	42.7		(28.6)		96.0		(12.1)
Income tax benefit (expense)	(15.1)		7.3		(21.1)		(2.2)
Income (loss) from continuing operations	27.6		(21.3)		74.9		(14.3)
Less: net income attributable to redeemable non-controlling interests	0.1		0.3		0.1		0.5
Income (loss) from continuing operations attributable to EnPro Industries, Inc.	$	27.5	$	(21.6)	$	74.8	$	(14.8)

1 ~~A reconciliation of~~We measure operating performance based on segment ~~profit to~~earnings before interest, income taxes, depreciation, amortization, and other selected items ("Adjusted Segment EBITDA" or "Segment AEBITDA"), which is segment ~~adjusted EBITDA is located in "—Reconciliation of Non-GAAP Financial Measures~~."

~~Segment profit is total segment sales~~revenue reduced by operating expenses ~~restructuring~~ and other ~~expenses~~costs identifiable with the ~~segment.~~segment, excluding acquisition and divestiture expenses, restructuring costs, impairment charges, non-controlling interest compensation, amortization of the fair value adjustment to acquisition date inventory, and depreciation and amortization. Adjusted Segment EBITDA is not defined under GAAP and may not be comparable to similarly-titled measures used by other companies. Corporate expenses include general corporate administrative costs. Expenses not directly attributable to the segments, corporate expenses, net interest expense, gains and losses related to the sale of assets, ~~impairments of indefinite-lived trademarks,~~ and income taxes are not included in the computation of ~~segment profit.~~Adjusted Segment EBITDA. The accounting policies of the reportable segments are the same as those for EnPro.

Non-controlling interest compensation allocation represents compensation expense associated with a portion of the rollover equity from the acquisitions of LeanTeq and Alluxa being subject to reduction for certain types of employment terminations of the sellers. This expense is recorded in selling, general, and administrative expenses on our Consolidated Statements of Operations and is directly related to the terms of the acquisitions. This expense will continue to be recognized as compensation expense over the term of the put and call options associated with each of these acquisitions unless certain employment terminations have occurred.

Other ~~expense,~~income (expense), net in the table above contains all items included in other (operating) expense and other ~~expense~~income (expense) (non-operating) on our Consolidated Statements of Operations for the quarters and nine months ended September 30, ~~2020~~2021 and ~~2019~~2020 with the exception of $0.8 million, $5.0 million, ~~$1.4 million, $19.0~~$5.4 million, and ~~$3.7~~$19.0 million, respectively, of restructuring costs. As noted previously, restructuring costs are ~~considered to be a part of segment profit.~~excluded from Adjusted Segment EBITDA. Additionally, other ~~expense,~~income (expense), net in the table above

for the ~~quarter~~quarters and nine months ended September 30, ~~2020~~2021 and ~~2019 also~~ 2020includes $0.8 million, $1.5 million, ~~$1.1 million, $3.3~~$2.9 million, and ~~$2.8~~$3.3 million, respectively, of miscellaneous expenses that are either not associated with a particular segment or not considered part of administering the corporate ~~headquarters.~~functions. These expenses are included in selling, general and administrative expense on our Consolidated Statements of Operations.

Third Quarter of ~~2020~~2021 Compared to the Third Quarter of ~~2019~~2020

Sales of $283.1 million in the third quarter of 2021 increased 5.5% from $268.3 million in the third quarter of ~~2020 decreased 10.3% from $299.0 million in the third quarter of 2019.~~2020. The following table summarizes the impact of acquisitions, divestitures, and foreign currency on sales by segment:


Sales	Sales	Percent Change Third Quarter 2020 vs. Third Quarter 2019								Sales	Percent Change Third Quarter 2021 vs. Third Quarter 2020
increase/(decrease)	increase/(decrease)	Acquisitions and Divestitures		Foreign Currency		Organic		Total		increase/(decrease)	Acquisitions and Divestitures		Foreign Currency		Organic		Total
EnPro Industries, Inc.	EnPro Industries, Inc.	1.5	%	0.6	%	(12.4)	%	(10.3)	%	EnPro Industries, Inc.	(11.5)	%	1.2	%	15.8	%	5.5	%
Sealing Products		2.0	%	0.2	%	(10.3)	%	(8.1)	%
Engineered Products		—	%	1.4	%	(17.9)	%	(16.5)	%
Sealing Technologies										Sealing Technologies	(23.5)	%	0.9	%	15.7	%	(6.9)	%
Advanced Surface Technologies										Advanced Surface Technologies	19.3	%	1.3	%	23.6	%	44.2	%
Engineered Materials										Engineered Materials	(3.7)	%	1.7	%	11.0	%	9.0	%

Following are the key effects of acquisitions and divestitures on sales for the third quarter of ~~2020~~2021 compared to the same period in ~~2019:~~2020:

•Acquisition of ~~LeanTeq~~Alluxa (Advanced Surface Technologies) in ~~September 2019~~October 2020

•Divestiture of the ~~brake products~~polymer components business unit, which was principally located in ~~Rome, Georgia~~Houston, in September ~~2019~~2021

•Divestiture of ~~Motor Wheel~~Technetics Group UK Limited (Sealing Technologies) in December 2020

•Divestiture of the bushing block business principally located in Dieuze, France (Engineered Materials) in November 2020

•Divestiture of the Air Springs portion of our heavy duty trucking business (Sealing Technologies) in November 2020

•Divestiture of Motorwheel® brake drum and Crewson® brake adjuster brands (Sealing Technologies) in September 2020

•Divestiture of the Lunar® air disc brake business, both the U.S. and Shanghai China operations (Sealing Technologies), in the second and third quarters of 2020

Following is a discussion of operating results for each segment during the third quarter of ~~2020:~~2021:

Sealing ~~Products~~Technologies. Sales of ~~$201.8~~$146.9 million in the third quarter of ~~2020~~2021 reflect a ~~8.1%~~6.9% decrease compared to the ~~$219.5~~$157.8 million reported in the same period of ~~2019.~~2020. Excluding the favorable foreign exchange translation ($~~0.7~~1.5 million) and the ~~net impact of acquisitions and divestitures~~sales from businesses that have since been divested ($~~3.1~~29.5 million), from 2020 results, sales were ~~down 10.3%~~up 15.7%, or ~~$21.5~~$19.7 million. This ~~decline~~increase was driven by ~~a decline in~~strong demand in ~~the~~petrochemical, heavy-duty truck, food and ~~aerospace markets, as well as flat performance in~~pharmaceuticals, and general industrial ~~and food and pharmaceutical~~ markets.

Adjusted Segment ~~profit~~ EBITDA of ~~$33.0~~$34.5 million in the third quarter of ~~2020 was a~~ ~~increase of 85.4%~~2021 increased 7.8% from ~~$17.8~~$32.0 million reported in the same period of ~~2019. Operating~~2020. Segment AEBITDA margins for the segment increased from ~~8.1%~~20.3% in the third quarter of ~~2019~~2020 to ~~16.4%~~ 23.5% for the third quarter of 2021. Excluding the favorable foreign exchange translation ($0.6 million) and the Segment

AEBITDA earned from businesses that have since been divested ($4.9 million) from 2020 results, Adjusted Segment EBITDA increased 26.5%, or $7.1 million, to $33.9 million. The increase in Segment AEBITDA was driven primarily by higher sales volume and improved product mix in our Garlock business unit ($7.1 million) and increased pricing ($4.1 million), partially offset by increased manufacturing costs driven by increased raw material costs in our heavy-duty trucking business ($2.2 million), and higher selling, general and administrative costs ($2.3 million).

Advanced Surface Technologies. Sales of $64.3 million in the third quarter of ~~2020. Excluding~~2021 reflect a year-over-year decrease in restructuring and impairment costs ($4.0 million), a year-over-year decrease in acquisition-related costs ($4.3 million), and removing the favorable effect of acquisitions and divestitures ($10.2 million), segment profit decreased $3.4 million, or 11.7%44.2% increase compared to the ~~prior year. The decrease~~$44.6 million reported in ~~segment profit~~the same period of 2020. Excluding the favorable foreign exchange translation ($0.6 million) and the sales from a recent acquisition ($8.7 million) from 2021 results, sales were up 23.6% or $10.5 million. This increase was driven primarily by stronger demand in the semiconductor market.

Adjusted Segment EBITDA of $19.4 million in the third quarter of 2021 increased 44.8% from $13.4 million reported in the same period of 2020. Segment AEBITDA margins increased from 30.0% in the third quarter of 2020 to 30.2% in the third quarter of 2021. Excluding the favorable foreign exchange translation ($0.4 million) and the Segment AEBITDA contributed from a business recently acquired ($4.6 million) from our 2021 results, Adjusted Segment EBITDA increased 8.2%, or $1.1 million, to $14.5 million. This increase in Adjusted Segment EBITDA was driven by ~~the aforementioned decrease in~~increased sales ~~($12.8 million), an unfavorable~~and favorable product mix in our Technetics Semiconductor business ($~~1.6~~1.9 million), and increased ~~incentive compensation~~pricing ($~~2.4~~1.5 million), partially offset by increased manufacturing costs ($1.4 million) and increased selling, general, and administrative ~~savings~~costs ($0.5 million) to support increased demand as ~~a result of cost-savings initiatives~~well as higher incentive compensation ($~~3.8~~0.3 million)~~, reduced warranty charges~~ and increased foreign exchange transaction related costs ($~~3.5~~0.3 million)~~, manufacturing efficiencies driven by cost-saving activities ($4.6 million), and reduced travel ($1.8 million)~~.

Engineered ~~Products~~Materials. Sales in the third quarter of ~~2020 decreased 16.5%~~2021 increased 9.0% to ~~$67.7~~$73.8 million from ~~$81.1~~$67.7 million reported in the same period of ~~2019.~~2020. Excluding the impact of ~~unfavorable~~favorable foreign exchange translation ($~~1.0~~1.1 million) and the sales from a business that has since been divested ($2.3 million), sales were ~~down 17.9%~~up 11.0% or ~~$14.5~~$7.2 million primarily ~~due to weakness~~driven significantly stronger demand in ~~the automotive,~~ general industrial market, partially offset by power generation and oil and gas ~~and petrochemical~~ markets.

Adjusted Segment ~~loss~~EBITDA in the third quarter of ~~2020~~2021 was ~~$3.5~~$8.8 million compared to ~~profit~~Segment EBITDA of ~~$10.6~~$7.9 million in the same period of ~~2019, a decrease~~2020, an increase of ~~$14.1~~$0.9 million, or ~~133.0%~~11.4%. ~~Operating~~Adjusted Segment EBITDA margins for the segment were ~~(5.2)%~~11.9%, which was ~~down~~an increase from ~~13.1%~~11.7% in the third quarter of ~~2019.~~2020. Excluding the impact of ~~reduced acquisition expenses ($0.2 million), the~~ favorable ~~impact of~~ foreign exchange translation ($~~0.1~~0.3 million) and ~~increased restructuring and impairment costs of~~the Segment AEBITDA contributed from a business that has since been divested ($~~7.6~~0.5 million), ~~segment profit decreased $6.8~~Segment AEBITDA increased $0.1 million, or ~~60.9%, driven mainly by reduced sales~~1.2%. Increases related to volume ($~~10.1~~1.6 million) and ~~an unfavorable product mix~~pricing ($~~1.5~~2.5 million) were offset by higher incentive compensation ($1.7 million), ~~partially offset by manufacturing efficiencies due to reduced headcount and restructuring activities ($1.8 million), reduced~~increased selling, general, and administrative costs due to ~~less travel and cost-saving restructuring activities~~higher hiring costs as a result of labor shortages ($~~2.3~~1.2 million), and ~~reduced travel~~increased manufacturing and freight costs ($~~0.7~~1.2 million).

Corporate expenses for the third quarter of ~~2020 increased $3.6~~2021 decreased $0.1 million as compared to the same period in ~~2019.~~2020. The ~~increase~~decrease was driven primarily by ~~increased incentive compensation~~decreased consulting and acquisition costs ~~($2.0 million), acquisition related costs, driven by the acquisition of Alluxa ($1.8 million), and increased professional service fees ($0.3 million), partially~~in 2021 mostly offset by ~~reduced travel~~increased net costs related to our CEO transition in the current-year period ($~~0.4~~1.7 million).

Interest expense, net in the third quarter of ~~2020 remained about even with the prior year, with a increase of $0.1~~2021 decreased $1.3 million as compared to the same period of ~~2019.~~2020 primarily due to a receivable recognized in the third quarter for interest on a refund from the IRS as a result of the conclusion of an audit of our 2014 through 2017 U.S. federal income tax returns.

Other ~~expense,~~income, net in the third quarter of ~~2020~~2021 increased by ~~$16.7~~$58.3 million as compared to the same period of ~~2019,~~2020, primarily due to ~~$16.1~~a $19.5 million ~~charge~~gain on sale of businesses in ~~the third quarter~~2021 compared to a $3.1 million loss in 2020 ($22.6 million), higher 2020 charges for impairments of indefinite lived trademarks ($16.1 million), a legal settlement in 2020 related to ~~impairments of indefinite-lived trademarks, a $7.4 million legal settlement of~~ product liability claims ~~in 2020, $6.3 million increase in~~($7.4 million), lower environmental ~~reserve adjustments~~charges ($9.5 million), increased pension income from non-service costs ($1.3 million), and ~~costs from previously disposed of businesses,~~reduced other charges primarily related to discontinued operations and ~~a $0.4 million increase in~~ miscellaneous expenses ~~that are either~~ not associated with a particular segment or not considered part of administering the corporate headquarters, including COVID-19 responses, such as deep cleaning and additional personal protection equipment. These increases were partially offset by a $12.2 million decrease in losses on sales of business and $1.5 million decrease in pension (non-service) costs.

For the quarter ended September 30, 2020, in accordance with applicable accounting guidance, we modified our interim period income tax provision methodology. The volatility in jurisdictional income impacts our ability to effectively determine an annual effective tax rate. Accounting guidance provides an alternate approach under these circumstances, whereby the actual effective tax rate for the interim period is used. We applied this approach as it is a better representation of the tax expense allocable to the third quarter results.functions ($1.4 million)

Net income attributable to EnPro Industries, Inc. was $27.5 million, or $1.33 per share, in the amount of $4.5 million associated with the Air Springs business classification as held for sale at September 30, 2020, and a $4.9 million tax benefit associated with the final regulations issued during the third quarter of ~~2020 under the Tax Cuts and Jobs Act.~~

~~Net~~2021 compared to net loss ~~was~~of $19.7 million, or $(0.96) per share, in the ~~third quarter of 2020 compared to net loss of $1.5 million, or $(0.08) per share, in the~~ same period of ~~2019.~~2020. Earnings per share is expressed on a diluted basis.

Nine Months Ended September 30, ~~2020~~2021 Compared to the Nine Months Ended September 30, ~~2019~~2020

Sales of $861.0 million in the first nine months of 2021 increased 7.9% from $798.0 million in the first nine months of ~~2020 decreased 13.2% from $919.2 million in the first nine months of 2019.~~2020. The following table summarizes the impact of acquisitions, divestitures, and foreign currency on sales by segment:


Sales	Sales	Percent Change Nine Months Ended September 30, 2020 vs. Nine Months Ended September 30, 2019								Sales	Percent Change Nine Months Ended September 30, 2021 vs. Nine Months Ended September 30, 2020
increase/(decrease)	increase/(decrease)	Acquisitions and Divestitures		Foreign Currency		Organic		Total		increase/(decrease)	Acquisitions and Divestitures		Foreign Currency		Organic		Total
EnPro Industries, Inc.	EnPro Industries, Inc.	1.7	%	(0.4)	%	(14.5)	%	(13.2)	%	EnPro Industries, Inc.	(10.6)	%	2.7	%	15.8	%	7.9	%
Sealing Products		2.3	%	(0.4)	%	(11.9)	%	(10.0)	%
Engineered Products		—	%	(0.6)	%	(20.7)	%	(21.3)	%
Sealing Technologies										Sealing Technologies	(21.0)	%	2.2	%	13.4	%	(5.4)	%
Advanced Surface Technologies										Advanced Surface Technologies	21.8	%	1.9	%	23.2	%	46.9	%
Engineered Materials										Engineered Materials	(3.9)	%	4.6	%	15.6	%	16.3	%

Following are the key effects of acquisitions and divestitures on sales for the first nine months of ~~2020~~2021 compared to the same period in ~~2019:~~2020:

•Acquisition of ~~The Aseptic Group~~Alluxa (Advanced Surface Technologies) in ~~July 2019~~

•~~Acquisition of LeanTeq in September 2019~~October 2020

•Divestiture of the ~~brake products~~polymer components business unit, which was principally located in ~~Rome, Georgia~~Houston, in September ~~2019~~2021

•Divestiture of ~~Motor Wheel~~Technetics Group UK Limited (Sealing Technologies) in December 2020

•Divestiture of the bushing block business principally located in Dieuze, France (Engineered Materials) in November 2020

•Divestiture of the Air Springs portion of our heavy duty trucking business (Sealing Technologies) in November 2020

•Divestiture of Motorwheel® brake drum and Crewson® brake adjuster brands (Sealing Technologies) in September 2020

•Divestiture of the Lunar® air disc brake business, both the U.S. and Shanghai China operations (Sealing Technologies), in the second and third quarters of 2020

Following is a discussion of operating results for each segment during the first nine months of ~~2020:~~2021:

Sealing ~~Products~~Technologies. Sales of ~~$601.4~~$455.9 million in the first nine months of ~~2020~~2021 reflect a ~~10.0%~~5.4% decrease compared to the ~~$668.0~~$482.0 million reported in the same period of ~~2019.~~2020. Excluding the ~~unfavorable~~favorable foreign exchange translation ($~~2.4~~10.5 million)~~, the impact of acquisitions ($38.1 million) from 2020 results~~ on our 2021 sales and the sales from businesses that have since been divested ($~~26.0~~86.7 million) from ~~2019~~2020 results, sales were ~~down 11.9%~~up 13.4% or ~~$76.3~~$52.5 million. This increase was driven by increased demand in food and pharmaceuticals, petrochemical, heavy-duty truck, and general industrial markets, partially offset by decline ~~was due to decreased~~in demand in the ~~heavy-~~

~~duty truck, general industrial,~~ aerospace ~~and power generation markets, despite growth in food and pharmaceutical and semiconductor markets.~~market.

Adjusted Segment ~~profit~~EBITDA of ~~$69.5~~$110.8 million in the first nine months of ~~2020~~2021 increased ~~5.0%~~15.3% from ~~$66.2~~$96.1 million reported in the same period of ~~2019. Operating~~2020. Segment AEBITDA margins for the segment increased from ~~9.9%~~19.9% in the first nine months of ~~2019~~2020 to ~~11.6%~~24.3% in the first nine months of ~~2020.~~2021. Excluding ~~a year-over-year increase in restructuring and impairment costs ($11.0 million), unfavorable~~the favorable foreign exchange translation ($~~1.0~~2.9 million) and the Segment AEBITDA earned from businesses that have since been divested ($9.6 million) from 2020 results, Adjusted Segment EBITDA increased 25.2%, ~~a year-over-year decrease~~or $21.7 million, to $107.9 million. The increase in ~~acquisition and divestiture-related costs ($4.5 million), and a~~Segment AEBITDA was driven by increased sales volume, net ~~favorable year-over-year impact~~ of ~~acquisitions and divestitures~~unfavorable product mixes driven by lower margin sales in our heavy-duty trucking business as we saw higher sales to original equipment manufacturers ($17.2 million), ~~segment profit decreased $6.5 million, or 7.8% compared to the prior year. The decrease in segment profit was driven by~~increased pricing ($7.8 million), lower ~~sales~~travel-related expense ($~~39.4 million), unfavorable product mix ($0.7 million), and increased incentive compensation ($0.7~~1.1 million), partially offset by ~~reduced~~higher incentive compensation ($1.6 million), increased segment selling, general, and ~~administration~~administrative costs ($1.6 million), and unfavorable year over year foreign exchange transaction costs ($1.1 million).

Advanced Surface Technologies. Sales of $178.2 million in the first nine months of 2021 reflect a 46.9% increase compared to the $121.3 million reported in the same period of 2020. Excluding the favorable foreign exchange translation ($2.2 million) and the sales from a recent acquisition ($26.4 million) from 2021 results, sales were up 23.2% or $28.2 million. This increase was driven primarily by stronger demand in the semiconductor market.

Adjusted Segment EBITDA of $52.3 million in the first nine months of 2021 increased 65.0% from $31.7 million reported in the same period of 2020. Segment AEBITDA margins for the segment increased from 26.1% in the first nine months of 2020 to 29.3% in the first nine months of 2021. Excluding the favorable foreign exchange translation ($1.3 million) and the Segment AEBITDA contributed from a business recently acquired ($14.1 million) from our 2021 results, Adjusted Segment EBITDA increased $5.2 million, or 16.4%, to $36.9 million. The increase in Adjusted Segment EBITDA was driven

by increased sales including a more favorable product mix in our Technetics Sealing business ($11.3 million), and increased pricing ($0.8 million), partially offset by increased manufacturing costs as a result of ~~cost-saving activities~~sales growth ($~~11.9 million), material cost-savings ($5.0 million), reduced travel ($4.6 million), manufacturing production cost-saving initiatives ($4.0 million), reduced warranty expenses ($4.8~~3.4 million), increased ~~pricing~~incentive compensation costs ($~~2.6~~1.2 million), increased selling, general, and administrative costs ($1.2 million), and ~~transactional~~increased foreign exchange ~~impacts~~transaction related costs ($~~1.4~~1.1 million).

Engineered ~~Products~~Materials. Sales in the first nine months of ~~2020 decreased 21.3%~~2021 increased 16.3% to ~~$201.4~~$234.2 million from ~~$255.8~~$201.4 million reported in the same period of ~~2019.~~2020. Excluding the impact of ~~unfavorable~~favorable foreign exchange translation ($~~1.5~~9.1 million) and the sales from a business that has since been divested ($6.6 million), sales were ~~down 20.7%~~up 15.6% or ~~$52.9~~$30.3 million, primarily due to stronger demand in automotive and general industrial markets, partially offset by weakness in the ~~automotive, general industrial,~~ oil and gas and ~~petrochemical~~power generation markets.

Adjusted Segment ~~loss~~EBITDA in the first nine months of 2021 was $34.4 million compared to Segment EBITDA of $21.1 million in the first nine months of 2020, ~~was $(0.2) million compared to segment profit~~an increase of ~~$28.7 million in the same period of 2019, a decrease of $28.9~~$13.3 million, or ~~100.7%~~63.0%. ~~Operating~~Adjusted Segment EBITDA margins for the segment were ~~(0.1)%~~14.7%, which was ~~down~~an increase from ~~11.2%~~10.5% in the first nine months of ~~2019.~~2020. Excluding the impact of ~~unfavorable~~favorable foreign exchange translation ($~~0.1~~2.2 million) and the Segment AEBITDA contributed from a business that has since been divested ($0.3 million), ~~decreased acquisition and divestiture-related expenses ($0.7 million), and~~Segment AEBITDA increased ~~restructuring and impairment charges ($9.6 million), segment profit decreased $19.9~~$10.8 million, or ~~64.7%~~50.0%, driven mainly by ~~decreased~~increased sales ~~volume~~ ($~~37.8~~14.7 million) ~~and an unfavorable product mix~~, increased pricing ($~~2.2~~4.5 million), partially offset by ~~lower~~increased incentive compensation costs ($4.9 million), higher selling, general, and administrative costs ~~due~~ to ~~cost-saving initiatives~~support the higher sales volume and ~~lower travel~~the easing of 2020 cost-reduction measures implemented at the start of the COVID-19 pandemic ($~~8.6 million), improved manufacturing efficiencies driven by restructuring activities ($7.6 million), decreased travel ($2.0~~2.1 million), and ~~decreased incentive compensation~~increased freight costs ($~~2.0~~1.6 million).

Corporate expenses for the first nine months of ~~2020~~2021 increased ~~$1.8~~$8.7 million as compared to the same period in ~~2019.~~2020. The increase was driven primarily by ~~increased professional service fees ($2.5 million), increased acquisition costs ($1.9 million), partially offset by lower~~higher incentive compensation costs due to higher projected attainment in 2021 ($~~1.7~~5.9 million), net costs related to our CEO transition ($2.1 million), and ~~less travel~~increased insurance and legal costs ($~~0.9~~1.1 million).

Interest expense, net in the first nine months of ~~2020~~2021 decreased ~~by $1.1~~$1.2 million ~~as compared to the same period of 2019,~~from 2020 primarily due to due to a receivable recognized in the ~~lower average outstanding balance~~third quarter for interest on a refund from the IRS as a result of the conclusion of an audit of our ~~revolving credit facility.~~2014 through 2017 U.S. federal income tax return.

Other ~~expense,~~income, net in the first nine months of ~~2020~~2021 increased by ~~$12.4~~$58.5 million as compared to other expense reported in the same period of ~~2019,~~2020, primarily due to ~~$16.1~~a $17.5 million ~~charge~~gain on sale of businesses in ~~the third quarter~~2021 compared to a $2.0 million loss in 2020 ($19.5 million), higher 2020 charges due to impairments of indefinite lived trademarks ($16.1 million), a legal settlement in 2020 related to ~~impairments of indefinite-lived trademarks, a $7.4 million legal settlement of~~ product liability claims ~~in 2020, $5.9 million increase in~~($7.4 million), lower environmental ~~reserve adjustments~~charges ($9.5 million), increased pension income from non-service costs ($4.2 million), and ~~costs from previously disposed of businesses,~~reduced other charges primarily related to discontinued operations and ~~a $0.5 million increase in~~ miscellaneous expenses ~~that are either~~ not associated with a particular segment or not considered part of administering the corporate headquarters, including COVID-19 responses, such as deep cleaning and additional personal protection equipment, these increases were partially offset by a $13.3 million decrease in losses on sales of business and $4.4 million decrease in pension (non-service) costs.functions ($1.8 million)

The effective tax rates for the nine months ended September 30, 2021 and 2020 were 21.9% and ~~2019 were~~ (17.9)% ~~and 40.0%~~, respectively. The effective tax rate for the nine months ended September 30, 2021 is primarily the result of the release of a valuation allowance on certain foreign net operating losses, the favorable conclusion of the IRS examination, and the release of certain uncertain tax positions, partially offset by higher tax rates in most foreign jurisdictions. The effective tax rate for the nine months ended September 30, 2020 is primarily the result of lower pre-tax income overall, a geographical mix of lower pre-tax income in the U.S. combined with the minimum tax on certain non-U.S. earnings, current year increase of valuation allowance against certain net operating losses, and higher tax rates in most foreign jurisdictions.The effective tax rate for the nine months ended September 30, 2019 reflects the minimum tax on certain non-U.S. earnings, higher tax rates in most foreign jurisdictions and adjustments to state net operating losses.

~~Loss~~Income from continuing operations attributable to EnPro Industries, Inc. was ~~$14.8~~$74.8 million, or ~~$(0.72)~~$3.61 per share, in the first nine months of ~~2020~~2021 compared to ~~income~~loss from continuing operations attributable to EnPro Industries, Inc. of ~~$16.0~~$14.8 million, or ~~$0.77~~a loss of $0.72 per share, in the same period of ~~2019.~~2020. Earnings per share is expressed on a diluted basis.

Liquidity and Capital Resources

Cash requirements for, but not limited to, working capital, capital expenditures, acquisitions, and debt repayments have been funded from cash balances on hand, cash generated from operations and proceeds from divestitures including the sale of Fairbanks Morse in January 2020. Although the COVID-19 pandemic has adversely affected the general environment for

~~acquisitions, we~~hand. We continue to consider acquisition ~~opportunities.~~opportunities that align with our long-term strategic goals of refocusing our portfolio on businesses with compelling margins, leading technology, high cash flow return on investment, and favorable secular tailwinds. It is possible our cash requirements for one or more acquisition opportunities could exceed our cash balance at the time of closing. Should we need additional capital, we believe we will have access to necessary resources, ~~available, which are~~including the resources discussed in this section under the heading “Capital Resources.”

As of September 30, ~~2020,~~2021, we held ~~$184.7~~$212.3 million of our ~~$441.0~~$330.0 million cash and cash equivalents outside of the United States. If the funds held outside the United States were needed for our operations in the U.S., we have several methods to access funds without a significant incremental tax cost, including repayment of intercompany loans or distributions of previously taxed income. In addition, as of September 30, ~~2020,~~2021, we had a net current income tax receivable totaling ~~$18.8 million.~~$30.8

million, which includes a refund of approximately $24.7 million related to the conclusion of an IRS examination of our 2014 through 2017 U.S. federal income tax returns. After September 30, 2021, we received the full refund from the IRS plus $1.2 million of applicable interest.

Because of the transition tax and tax on the global intangible low-taxed income provisions, undistributed earnings of our foreign subsidiaries totaling ~~$261.4~~$186.7 million at September 30, ~~2020~~2021 have been subjected to U.S. income tax. Whether through the application of the 100 percent dividends-received deduction provided in the Tax Cuts and Jobs Act, ~~("Tax Act"),~~ or the distribution of these previously-taxed earnings, we do not intend to distribute foreign earnings that will be subject to any significant incremental U.S. or foreign tax.

Cash Flows

Operating activities provided $97.8 million of cash in the first nine months of 2021 and $48.4 million of cash in the first nine months of 2020. The year-over-year increase was driven by increased sales volume and reduced income tax payments primarily related to the sale of discontinued operations in 2020 ($29.2 million), partially offset by a build in accounts receivable, inventories, and ~~$91.1~~accounts payable ($34.3 million).

Investing activities provided $25.9 million of cash in the first nine months of ~~2019. The year-over-year change was driven by decreased income from continuing operations~~2021 and ~~taxes paid which primarily related to the sale of discontinued operations, partially offset by decreased working capital requirements.~~

~~Investing activities~~ provided $439.5 ~~million of cash in the first nine months of 2020 and used $324.0~~ million of cash during the first nine months of ~~2019. The increase in cash provided was~~2020. This change is driven by ~~$453.9 million~~a year-over-year decrease in cash proceeds from the sale of businesses of $415.0 million, due primarily ~~driven by~~to the closing on the sale of Fairbanks Morse in January ~~2020.~~2020, partially offset by the sale of the polymer components business unit located in Houston Texas in 2021.

Financing activities used ~~$160.0~~$21.3 million of cash in the first nine months of ~~2020,~~2021, primarily from $16.8 million used for dividends paid and $3.0 million in repayments of debt, primarily term loan amortization payments. Financing activities in the first nine months of 2020 used $160.0 million, primarily used in net payments of $136.5 million ~~net repayment~~ on our revolving credit facility and term loan, $16.2 million used for dividend payments, and $5.3 million ~~in cash~~ used ~~to repurchase shares and $16.2 million in dividends paid. Financing activities~~ in the ~~first nine months~~repurchase of 2019 provided $166.1 million, primarily from $150 million in proceeds from a new term loan facility, and a $51.8 million net draw on the revolver, partially offset by $15.0 million in cash used to repurchase shares and $15.7 million in dividends paid.our common shares.

Capital Resources

Senior Secured Credit Facilities. On September 25, 2019, we entered into a First Amendment (the ~~"First Amendment"~~“First Amendment”) to our Second Amended and Restated Credit Agreement (the ~~"Credit~~“Credit Agreement”) among EnPro Industries, Inc. and EnPro Holdings, Inc., a wholly owned subsidiary of the Company (“EnPro Holdings”), as borrowers, the guarantors party thereto, the lenders party thereto and Bank of America, N.A., as Administrative Agent, Swing Line Lender and Letter of Credit Issuer. The Credit Agreement provides for a five-year, senior secured revolving credit facility of $400.0 million (the “Revolving Credit Facility”) and a five-year, senior secured term loan facility of $150.0 million (the "Term Loan Facility" and, together with the Revolving Credit Facility, the ~~"Facilities"~~“Facilities”). The Amended Credit Agreement also provides that the borrowers may seek incremental term loans and/or additional revolving credit commitments in an amount equal to the greater of $225.0 million and 100% of consolidated EBITDA (as defined) for the most recently ended four-quarter period for which we have reported financial results, plus additional amounts based on a consolidated senior secured leverage ratio.

The Facilities are subject to prepayment with the net cash proceeds of certain asset sales, casualty or condemnation events, and non-permitted debt issuances.

The Company and EnPro Holdings are the permitted borrowers under the Revolving Credit Facility. We have the ability to add foreign subsidiaries as borrowers under the Revolving Credit Facility for up to $100.0 million (or its foreign currency equivalent) in aggregate borrowings, subject to certain conditions. Each of our domestic, consolidated subsidiaries are

required to guarantee the obligations of the borrowers under the Revolving Credit Facility, and each of our existing domestic, consolidated subsidiaries has entered into the Credit Agreement to provide such a guarantee.

Borrowings under the Facilities are secured by a first-priority pledge of the following assets:

•100% of the capital stock of each domestic, consolidated subsidiary of the Company (other than unrestricted subsidiaries);

•65% of the capital stock of any first tier foreign subsidiary of the Company and its domestic, consolidated subsidiaries (other than unrestricted subsidiaries); and

•substantially all of the assets (including, without limitation, machinery and equipment, inventory and other goods, accounts receivable, certain owned real estate and related fixtures, bank accounts, general intangibles, financial assets, investment property, license rights, patents, trademarks, trade names, copyrights, chattel paper, insurance proceeds, contract rights, hedge agreements, documents, instruments, indemnification rights, tax refunds and cash) of the Company and its domestic, consolidated subsidiaries (other than unrestricted subsidiaries)

The Credit Agreement contains certain financial covenants and required financial ratios, including:

•a maximum consolidated total net leverage ratio of not more than 4.25 to 1.0 (with total debt, for the purposes of such ratio, to be net of up to $125 million of unrestricted cash of EnPro Industries, Inc. and its domestic, consolidated subsidiaries), which ratio will decrease to 4.0 to 1.0 for each fiscal quarter beginning with the fiscal quarter ending December 31, 2020 and, once so decrease, may be increased (up to three times) at the borrowers' option to not more than 4.5 to 1.0 for the for-quarter period following a significant acquisition; and

•a minimum consolidated interest coverage ratio of at least 2.5 to 1.0.

The Credit Agreement contains affirmative and negative covenants (subject, in each case, to customary exceptions and qualifications), including covenants that limit our ability to, among other things:

•grant liens on our assets;

•incur additional indebtedness (including guarantees and other contingent obligations);

•make certain investments (including loans and advances);

•merge or make other fundamental changes;

•sell or otherwise dispose of property or assets;

•pay dividends and other distributions and prepay certain indebtedness;

•make changes in the nature of our business;

•enter into transactions with our affiliates;

•enter into burdensome contracts; and

•modify or terminate documents related to certain indebtedness.

We were in compliance with all covenants of the Revolving Credit Facility as of September 30, ~~2020.~~2021.

The borrowing availability at September 30, ~~2020~~2021 under the Revolving Credit Facility was ~~$388.6~~$388.5 million, representing the full $400.0 million of availability less ~~$11.4~~$11.5 million reserved for outstanding letters of credit. ~~We have $147.1~~At September 30, 2021, we had $142.5 million of outstanding borrowings on our Term Loan Facility. The Credit Agreement requires us to apply the net cash proceeds of certain asset sales and involuntary dispositions that are not invested in operating assets (other than current assets) within 365 days after receipt, in the event the aggregate net proceeds in any fiscal year equal or exceed $5.0 million, to prepay loans outstanding under the Credit Agreement and establish cash collateral equal to the amount of any outstanding letters of credit issued under the Credit Agreement. This requirement applies to the net cash proceeds received in the divestiture of Fairbanks Morse and could require us to prepay in the first quarter of 2021 amounts then outstanding under the Facilities, including the Term Loan Facility, and provide cash collateral for outstanding letters of credit issued under the Credit Agreement, to the extent we do not sufficiently invest in such operating assets by then. In such event, the Credit Agreement would permit continued borrowing under the Revolving Credit Agreement after the prepayment of such amounts, though no further borrowing would be available under the Term Loan Facility.

Senior Notes. In October 2018, we completed the offering of $350.0 million aggregate principal amount of 5.75% Senior Notes due 2026 (the "Senior Notes").

The Senior Notes were issued to investors at 100% of the principal amount thereof. The Senior Notes are unsecured, unsubordinated obligations of EnPro and mature on October 15, 2026. Interest on the Senior Notes accrues at a rate of 5.75% per annum and is payable semi-annually in cash in arrears on April 15 and October 15 of each year, commencing April 15, 2019. The Senior Notes are required to be guaranteed on a senior unsecured basis by each of EnPro’s existing and future direct

and indirect domestic subsidiaries that is a borrower under, or guarantees, our indebtedness under the Revolving Credit Facility or guarantees any other Capital Markets Indebtedness (as defined in the indenture governing the Senior Notes) of EnPro or any of the guarantors.

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

Each holder of the Senior Notes may require us to repurchase some or all of the Senior Notes held by such holder for cash upon the occurrence of a defined “change of control” event.

At September 30, 2021, we were in acquisitions, assets, property or capital expenditures or used to repay or otherwise reduce specified indebtedness (including prepayment of borrowings under the Term Loan Facility) within a specified period, in the eventcompliance with all of the ~~net proceeds exceeding a specified amount, to offer to repurchase~~covenants of the indenture governing the Senior Notes at a price equal to 100% of the principal amount thereof plus accrued and unpaid interest. This requirement applies to the net cash proceeds received in the divestiture of Fairbanks Morse and could require us to make such an offer to repurchase the Senior Notes in the second quarter of 2021 to the extent we do not sufficiently invest in acquisitions, assets, property or capital expenditures or repay or otherwise reduce specified indebtedness by then.Notes.

Share Repurchase Program. In October 2018, our board of directors authorized the expenditure of up to $50.0 million for the repurchase of our outstanding common shares. During the nine months ended September 30, 2020, we repurchased 0.1 million shares for $5.3 million. Prior to the expiration of the authorization in October 2020, ~~we repurchased~~total repurchases under the October 2018 authorization aggregated 0.3 million shares for $20.3 million.

In October 2020, our board of directors authorized the expenditure of up to $50 million for the repurchase of our outstanding common shares through October 2022. No repurchases have been made under this program.

Critical Accounting Policies and Estimates

Please refer to our annual report on Form 10-K for the fiscal year ended December 31, ~~2019,~~2020, for a discussion of our critical accounting policies and estimates.

Contingencies

~~General~~

A ~~detailed~~ description of ~~environmental and other legal matters relating to certain of~~ our ~~subsidiaries~~contingencies is included in ~~this section. In addition~~Note 15 to the ~~matters noted herein, we are from time to time subject to, and are presently involved~~Consolidated Financial Statements in other litigation and legal proceedings arising in the ordinary course of business. We believe the outcome of such other litigation and legal proceedings will not have a material adverse effect on our financial condition, results of operations and cash flows. Expenses for administrative and legal proceedings are recorded when incurred.

~~Environmental~~

Our facilities and operations are subject to federal, state and local environmental and occupational health and safety requirements of the U.S. and foreign countries. We take a proactive approach in our efforts to comply with environmental, health and safety laws as they relate to our manufacturing operations and in proposing and implementing any remedial plans that may be necessary. We also regularly conduct comprehensive environmental, health and safety audits at our facilities to maintain compliance and improve operational efficiency.

Although we believe past operations were in substantial compliance with the then applicable regulations, we or one or more of our subsidiaries are involved with various remediation activities or an investigation to determine responsibility for environmental conditions at 20 sites. At 17 of these sites, the future cost per site for us or our subsidiary is expected to exceed $100,000. Of these 20 sites, 18 are sites where we or one or more of our subsidiaries formerly conducted business operations but no longer do, and 2 are sites where we conduct manufacturing operations. Investigations have been completed for 16 sites and are in progress at 3 sites. An investigation to determine responsibility for environmental conditions is ongoing at one site.

~~Our costs at 14 of the 20 sites relate to remediation projects for soil and/or groundwater contamination at or near former operating facilities that were sold or closed.~~

Our policy is to accrue environmental investigation and remediation costs when it is probable that a liability has been incurred and the amount can be reasonably estimated. The measurement of the liability is based on an evaluation of currently available facts with respect to each individual situation and takes into consideration factors such as existing technology, presently enacted laws and regulations and prior experience in the remediation of similar contaminated sites. Liabilities are established for all sites based on these factors. As assessments and remediation progress at individual sites, these liabilities are reviewed periodically and adjusted to reflect additional technical data and legal information. As of September 30, 2020 and December 31, 2019, we had accrued liabilities aggregating $31.4 million and $36.0 million, respectively, for estimated future expenditures relating to environmental contingencies. These amounts have been recorded on an undiscounted basis in the Consolidated Balance Sheets. Given the uncertainties regarding the status of laws, regulations, enforcement policies, the impact of other parties potentially being fully or partially liable, technology and information related to individual sites, we do not believe it is possible to develop an estimate of the range of reasonably possible environmental loss in excess of our recorded liabilities.

Except as described below, we believe that our accruals for specific environmental liabilities are adequate for those liabilities based on currently available information. Actual costs to be incurred in future periods may vary from estimates because of the inherent uncertainties in evaluating environmental exposures due to unknown and changing conditions, changing government regulations and legal standards regarding liability.

Based on our prior ownership of Crucible Steel Corporation a/k/a Crucible, Inc. (“Crucible”), we may have additional contingent liabilities in one or more significant environmental matters. One such matter,this report, which is included in the 20 sites referred to above, is the Lower Passaic River Study Area of the Diamond Alkali Superfund Site in New Jersey. Crucible operated a steel mill abutting the Passaic River in Harrison, New Jersey from the 1930s until 1974, which was one of many industrial operations on the river dating back to the 1800s. Certain contingent environmental liabilities related to this site were retainedincorporated herein by a predecessor of our EnPro Holdings, Inc. subsidiary (which, including its corporate predecessors is referred to as "EnPro Holdings") when it sold a majority interest in Crucible Materials Corporation (the successor of Crucible) in 1985. The United States Environmental Protection Agency (the “EPA”) notified our subsidiary in September 2003 that it is a potentially responsible party (“PRP”) for Superfund response actions in the lower 17-mile stretch of the Passaic River known as the Lower Passaic River Study Area.

EnPro Holdings and approximately 70 of the numerous other PRPs, known as the Cooperating Parties Group, are parties to a May 2007 Administrative Order on Consent with the EPA to perform a Remedial Investigation/Feasibility Study (“RI/FS”) of the contaminants in the Lower Passaic River Study Area. In September 2018, EnPro Holdings withdrew from the Cooperating Parties Group but remains a party to the May 2007 Administrative Order on Consent. The RI/FS was completed and submitted to the EPA at the end of April 2015. The RI/FS recommends a targeted dredge and cap remedy with monitored natural recovery and adaptive management for the Lower Passaic River Study Area. The cost of such remedy is estimated to be $726 million. Previously, on April 11, 2014, the EPA released its Focused Feasibility Study (the “FFS”) with its proposed plan for remediating the lower eight miles of the Lower Passaic River Study Area. The FFS calls for bank-to-bank dredging and capping of the riverbed of that portion of the river and estimates a range of the present value of aggregate remediation costs of approximately $953 million to approximately $1.73 billion, although estimates of the costs and the timing of costs are inherently imprecise. On March 3, 2016, the EPA issued the final Record of Decision (ROD) as to the remedy for the lower eight miles of the Lower Passaic River Study Area, with the maximum estimated cost being reduced by the EPA from $1.73 billion to $1.38 billion, primarily due to a reduction in the amount of cubic yards of material that will be dredged. In October 2016, Occidental Chemical Corporation, the successor to the entity that operated the Diamond Alkali chemical manufacturing facility, reached an agreement with the EPA to develop the design for this proposed remedy at an estimated cost of $165 million. The EPA has estimated that it will take approximately four years to develop this design.

No final allocations of responsibility have been made among the numerous PRPs that have received notices from the EPA, there are numerous identified PRPs that have not yet received PRP notices from the EPA, and there are likely many PRPs that have not yet been identified. In September 2017, EPA hired a third-party allocator to develop an allocation of costs among a large number of the parties identified by EPA as having potential responsibility, including the Company. On June 30, 2018, Occidental Chemical Corporation sued over 120 parties, including the Company, in the United States District Court for New Jersey seeking recovery of response costs under the Federal Comprehensive Environmental Response, Compensation and Liability Act ("CERCLA").

Based on our evaluation of the site, during 2014 we accrued a liability of $3.5 million related to environmental remediation costs associated with the lower eight miles of the Lower Passaic River Study Area, which is our estimate of the low end of a range of reasonably possible costs, with no estimate within the range being a better estimate than the minimum. Since

reference.

2016, we incurred $0.9 million in costs related to this matter. Our future remediation costs could be significantly greater than the $2.6 million remaining accrual at September 30, 2020. With respect to the upper nine miles of the Lower Passaic River Study Area, we are unable to estimate a range of reasonably possible costs.

~~See the section below entitled “Crucible Steel Corporation a/k/a Crucible, Inc.” for additional information.~~

In addition to the Crucible environmental matters discussed above, EnPro Holdings received a notice from the EPA dated February 19, 2014 asserting that EnPro Holdings is a potentially responsible party under the Comprehensive Environmental Response, Compensation, and Liability Act ("CERCLA") as the successor to a former operator in 1954 and 1955 of two uranium mines in Arizona. On October 15, 2015, EnPro Holdings received another notice from the EPA asserting that it is a potentially responsible party as the successor to the former operator of six additional uranium mines in Arizona. In 2015, we reserved $1.1 million for the minimum amount of probable loss associated with the first two mines identified by the EPA, including the cost of the investigative work to be conducted at such mines. During 2016, we reserved an additional $1.1 million for the minimum amount of probable loss associated with the six additional mines, which includes estimated costs of investigative work to be conducted at the eight mines. We entered into an Administrative Settlement Agreement and Order on Consent for Interim Removal Action with the EPA effective November 7, 2017 for the performance of this work. In the third quarter of 2017, we increased the reserve by $1.9 million to perform investigations required by the Settlement Agreement to determine the nature and extent of contamination at each site with the investigations anticipated to be completed by the end of 2020. In the fourth quarter of 2018, we increased the reserve by $1.0 million for the estimated reimbursement of the EPA's costs to oversee these investigations. The balance in the reserve as of September 30, 2020 is $1.0 million. We cannot at this time estimate a reasonably possible range of loss associated with remediation or other incremental costs related to these mines.

In connection with the former operation of a division of EnPro Holdings located in Water Valley, Mississippi, which was divested to BorgWarner, Inc. ("BorgWarner") in 1996, EnPro Holdings has been managing trichloroethylene soil and groundwater contamination at the site. In February 2016, the Mississippi Department of Environmental Quality (MDEQ) issued an order against EnPro Holdings requiring evaluation of potential vapor intrusion into residential properties and commercial facilities located over the groundwater plume as well as requiring additional groundwater investigation and remediation. MDEQ performed the initial vapor intrusion investigations at certain residential and commercial sites, with the findings all being below the applicable screening level. In April 2016, the parties entered into a new order including negotiated time frames for groundwater remediation. Pursuant to that order, MDEQ performed a second round of vapor intrusion sampling beginning in August 2016. Results from sampling outside of three residences were above screening levels. Follow-up sampling directly underneath those residences (either sub-slab or in crawl spaces) were all below applicable screening levels. Two separate sampling events at another residence were also below applicable screening levels. Due to an increasing trend in vapor concentrations, MDEQ requested that we develop and implement initial corrective action measures to address vapor intrusion resulting from groundwater contamination in this residential area. These measures were developed and approved by MDEQ. Due to an inability to obtain access to private properties where the corrective action system was to be located, we developed an alternate remedial approach which has been approved by MDEQ. In addition, vapor intrusion sampling at the manufacturing facility owned by BorgWarner was conducted during the first quarter of 2017. The results showed exceedances of screening levels at various areas in the plant and exceedances of levels requiring responsive actions in a limited area of the plant.

and expenses to be incurred by the State in remediating the groundwater contamination, punitive damages and attorney’s fees. The additional reserve established in the year ended December 31, 2017, noted above, did not include any estimate of contingent loss associated with this lawsuit other than due to remediation and other actions with respect to this site based on existing MDEQ orders described above. Mediation of the case was conducted on October 20 and 21, 2020. We entered into a Definitive Agreement with the State to settle these claims requiring payment by EnPro Holdings of $14 million. Payment is to be made by no later than November 10, 2020. In connection with this settlement, we increased our accrual for liabilities associated with this matter to $17.7 million at September 30, 2020 and recorded an associated expense of $14 million in the quarter and nine months ended September 30, 2020.

In light of the settlement of a prior lawsuit brought by Yalobusha County and the Board of Trustees of the Yalobusha County General Hospital, and installation and operation of additional remediation systems, for the fourth quarter of 2019, we further increased our reserve for this matter, including the remediation matters described above, by $4.7 million. The balance in the reserve as of September 30, 2020 is $17.7 million. Based upon limited information regarding any incremental remediation or other actions that may be required at the site, we cannot estimate any further loss or a reasonably possible range of loss related to this matter.

~~Crucible Steel Corporation a/k/a Crucible, Inc.~~

~~Warranties~~

~~Changes in the product warranty liability for the nine months ended September 30, 2020 and 2019 are as follows:~~

2020 2019
(in millions)
Balance at beginning of year $ 10.1 $ 9.4
Net charges to expense 1.4 6.2
Settlements made (3.5) (3.8)
Balance at end of period $ 8.0 $ 11.8

~~BorgWarner~~

legal proceeding against GGB France with respect to this matter by filing a writ of claim with the Commercial Court of Brive, France. The parties briefed their legal positions and court hearings concluded in late 2019.

The Commercial Court of Brive, France, issued its ruling on September 21, 2020. In responding to the BorgWarner claim of approximately 31 million EUR and BorgWarner’s customer’s claim for costs, the Court found in favor of BorgWarner in the amount of 10.4 million EUR as damages for financial loss, 931,000 EUR as reimbursement for expenses, 256,000 EUR for expert proceedings, and 100,000 EUR for reimbursement for expenses incurred by BorgWarner’s customer. The court did not enforce BorgWarner’s demand for payment of the award and ruled that payment of the award is stayed through appeal, noting the factual complexity of the case.

~~Asbestos Insurance Matters~~

As of September 30, 2020, approximately $4.2 million of available products hazard limits or insurance receivables existed under primary and excess general liability insurance policies other than the Pre-GST Coverage Block (the "GST Coverage Block") from solvent carriers, which we believe is available to cover contributions made to the Trust under the Joint Plan as the Trust uses those contributions to pay GST asbestos claims covered by policies in the GST Coverage Block. There are specific agreements in place with carriers regarding the remaining available coverage. We believe that all of the $4.2 million of insurance proceeds will ultimately be collected, although there can be no assurance that the insurance companies will make the payments as and when due. In the fourth quarter of 2020, we anticipate billing an insurer in the GST Coverage Block at least $0.7 million for GST Claims paid by the Trust to date.

GST has received $8.8 million of insurance recoveries from insolvent carriers since 2007, and may receive additional payments from insolvent carriers in the future. No anticipated insolvent carrier collections are included in the $4.2 million of anticipated collections. The insurance available to cover current and future asbestos claims is from comprehensive general

liability policies that cover EnPro Holdings and certain of its other subsidiaries in addition to GST for periods prior to 1985 and therefore could be subject to potential competing claims of other covered subsidiaries and their assignees.

Supplemental Guarantor Financial Information

On October 17, 2018, we completed the offering of the Senior Notes. The Senior Notes are fully and unconditionally guaranteed on an unsecured, unsubordinated, joint and several basis by our wholly owned direct and indirect domestic subsidiaries, that are each guarantors of our Revolving Credit Facility, including subsidiaries that were wholly owned at the time they provided the guarantee but thereafter became majority owned subsidiaries (collectively, the “Guarantor Subsidiaries”). The Guarantor Subsidiaries at September 30, ~~2020~~2021 comprise all of our consolidated domestic subsidiaries at that date. Our subsidiaries organized outside of the United States (collectively, the “Non-Guarantor Subsidiaries”) do not guarantee the Senior Notes.

The Guarantor Subsidiaries jointly and severally guarantee on an unsecured, unsubordinated basis the performance and punctual payment when due, whether at stated maturity of the Senior Notes, by acceleration or otherwise, all of our obligations under the Senior Notes and the indenture governing the Senior Notes (the “Indenture”), whether for payment of principal of, premium, if any, or interest on the Senior Notes, expenses, indemnification or otherwise (all such obligations guaranteed by the Guarantor Subsidiaries are referred to as the “Guaranteed Obligations”). The Guarantor Subsidiaries have jointly and severally agreed to pay, in addition to the obligations stated above, any and all expenses (including reasonable counsel fees and expenses) incurred by the trustee (the “Trustee”) under the Indenture in enforcing any rights under their guarantees of the Guaranteed Obligations.

Each guarantee of a Guarantor Subsidiary is limited to an amount not to exceed the maximum amount that can be guaranteed by it without rendering the guarantee, as it relates to such Guarantor Subsidiary, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally. Each guarantee of a Guarantor Subsidiary is a continuing guarantee and shall inure to the benefit of and be enforceable by the Trustee, the holders of the Senior Notes and their successors, transferees and assigns and, subject to the provisions described in the following sentence, remains in full force and effect until payment in full of all of the Guaranteed Obligations of such Guarantor Subsidiary and is binding upon such Guarantor Subsidiary and its successors. A guarantee of the Senior Notes by a Guarantor Subsidiary is subject to release in the following circumstances: (i) the sale, disposition, exchange or other transfer (including through merger, consolidation, amalgamation or otherwise) of the capital stock of the subsidiary made in a manner not in violation of the Indenture; (ii) the designation of the subsidiary as an “Unrestricted Subsidiary” under the Indenture; (iii) the legal defeasance or covenant defeasance of the Senior Notes in accordance with the terms of the Indenture; or (iv) the subsidiary ceasing to be our subsidiary as a result of any foreclosure of any pledge or security interest securing our Revolving Credit Facility or other exercise of remedies in respect thereof.

The reported amounts of income from discontinued operations, net of income taxes; net cash provided by operating activities of discontinued operations; net cash used in investing activities of discontinued operations; as well as assets and liabilities held for sale as reflected in the following summarized consolidating financial information relate solely to Fairbanks Morse which is the discontinued operation reported in the consolidated financial statements included in this report. Fairbanks Morse was a guarantor of the Senior Notes. Upon the sale of Fairbanks Morse on January 21, 2020, Fairbanks Morse ceased to be a guarantor of the Senior Notes. In addition, on January 31, 2020, we completed the sale of EnPro Learning Systems, LLC, which was a guarantor of the Senior Notes. On that date, EnPro Learning Systems, LLC ceased to be a guarantor of the Senior Notes. The net sales, gross profit, income, assets, liabilities, and cash flows of EnPro Learning Systems, LLC at and for the year ended December 31, 2019 and its net sales, gross profit, income, and cash flows for the six months ended September 30, 2020 prior to its sale were insignificant.

~~The~~ following tables present summarized ~~consolidating~~ financial information for ~~(i)~~ EnPro Industries, Inc. (the "Parent") and the Guarantor Subsidiaries on a combined basis after intercompany eliminations, (ii) the Non-Guarantor Subsidiaries on a combined basis and (iii) the eliminations necessary to arrive at our consolidated results. Because each of Fairbanks Morse and EnPro Learning Systems, LLC were guarantors of the Senior Notes at and during the year ended December 31, 2019, they are included as Guarantor Subsidiaries in the following tables presenting information at and for the year ended December 31, 2019. However, because each of Fairbanks Morse and EnPro Learning Systems, LLC ceased to be guarantors of the Senior Notes as a result of their respective sale completed during the nine months ended September 30, 2020, they are included as Non-Guarantor Subsidiaries in the following tables presenting information at and for the six months ended September 30, 2020. The consolidating financial information reflects our investments in subsidiaries using the equity method of accounting. These tables are not intended to present our results of operations, cash flows or financial condition for any purpose other than to comply with the specific requirements for subsidiary guarantor reporting, including requirements under the Indenture. Eliminations includeeliminations.

4435

adjustments to remove the investment in and equity in earnings from the Non-Guarantor Subsidiaries from the Parent and Guarantor Subsidiaries column to present the summarized consolidating information in accordance with the Indenture.

The summarized ~~consolidating~~ results of operations for the nine months ended September 30, ~~2020~~2021 were as follows:

Parent and Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated
Net sales $ 479.2 $ 406.1 $ (87.3) $ 798.0
Gross profit 128.5 143.8 — 272.3
Income (loss) from continuing operations attributable to EnPro Industries, Inc. (37.3) 22.5 — (14.8)
Income (loss) from discontinued operations, net of taxes 208.0 (0.7) — 207.3
Equity in earnings of subsidiaries, net of tax 21.8 — (21.8) —
Net income $ 192.5 $ 21.8 $ (21.8) $ 192.5
Comprehensive income attributable to EnPro Industries, Inc. $ 198.8 $ 28.5 $ (28.5) $ 198.8


	Parent and Guarantor Subsidiaries
Net sales	$	512.0
Gross profit	$	161.9
Income from continuing operations attributable to EnPro Industries, Inc.	$	15.7

Net income attributable to EnPro Industries, Inc.	$	15.7
Comprehensive income attributable to EnPro Industries, Inc.	$	25.8

The summarized ~~consolidating statements of cash flows for nine months ended September 30, 2020 were as follows:~~

Parent and Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated
Net cash provided by (used in) operating activities of continuing operations $ (21.9) $ 69.9 $ 0.4 $ 48.4
Net cash provided by investing activities of continuing operations 437.4 2.1 — 439.5
Net cash provided by (used in) financing activities of continuing operations (160.0) 0.4 (0.4) (160.0)
Net cash used in operating activities of discontinued operations — (6.2) — (6.2)
Effect of exchange rate changes on cash and cash equivalents — (1.9) — (1.9)
Net increase in cash and cash equivalents 255.5 64.3 — 319.8
Cash and cash equivalents at beginning of period 0.9 120.3 — 121.2
Cash and cash equivalents at end of period $ 256.4 $ 184.6 $ — $ 441.0

~~The summarized consolidating~~ balance ~~sheets~~sheet at September 30, ~~2020 were~~2021 was as follows:

Parent and Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated
ASSETS
Current assets held and used $ 446.6 $ 350.4 $ (21.7) $ 775.3
Current assets held for sale 15.9 25.3 — $ 41.2
Non-current assets 627.6 579.9 — $ 1,207.5
Investment in Non-Guarantor Subsidiaries 723.4 — (723.4) —
Total assets $ 1,813.5 $ 955.6 $ (745.1) $ 2,024.0
LIABILITIES AND EQUITY
Current liabilities held and used $ 132.0 $ 116.7 $ (21.7) $ 227.0
Current liabilities held for sale 0.4 15.7 — $ 16.1
Non-current liabilities 584.7 99.8 — 684.5
Total liabilities 717.1 232.2 (21.7) 927.6
Redeemable non-controlling interest 30.5 — — 30.5
Shareholders’ equity 1,065.9 723.4 (723.4) 1,065.9
Total liabilities and equity $ 1,813.5 $ 955.6 $ (745.1) $ 2,024.0


	Parent and Guarantor Subsidiaries
ASSETS
Current assets	$	359.9
Non-current assets	859.2
Total assets	$	1,219.1
LIABILITIES AND EQUITY
Current liabilities	$	135.1
Non-current liabilities	643.8
Total liabilities	778.9
Redeemable non-controlling interests	50.0
Shareholders’ equity	390.2
Total liabilities and equity	$	1,219.1

The table above reflects ~~$14.4~~$16.0 million of current intercompany receivables due to the Guarantor Subsidiaries from the Non-Guarantor Subsidiaries and ~~$7.3~~$4.0 million of current intercompany payables due to the Non-Guarantor Subsidiaries from the Guarantor Subsidiaries within current assets and ~~liabilities held and used.~~liabilities.

The summarized ~~consolidating~~ results of operations for the year ended December 31, ~~2019~~2020 were as follows:

Parent and Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated
Net sales $ 773.2 $ 581.6 $ (149.1) $ 1,205.7
Gross profit 211.5 192.3 — 403.8
Income (loss) from continuing operations (58.1) 65.9 — 7.8
Income from discontinued operations, net of taxes 30.0 0.5 — 30.5
Equity in earnings of subsidiaries, net of tax 66.4 — (66.4) —
Net income $ 38.3 $ 66.4 $ (66.4) $ 38.3
Comprehensive income $ 58.9 $ 78.2 $ (78.2) $ 58.9


	Parent and Guarantor Subsidiaries
Net sales	$	632.9
Gross profit	$	172.4
Loss from continuing operations attributable to EnPro Industries, Inc.	$	(67.1)
Income from discontinued operations, net of taxes	$	208.9
Net income attributable to EnPro Industries, Inc.	$	141.8
Comprehensive income attributable to EnPro Industries, Inc.	$	133.5

~~The summarized consolidating statements of cash flows for the year ended December 31, 2019 were as follows:~~

Parent and Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated
Net cash provided by operating activities of continuing operations $ 92.5 $ 71.5 $ (33.2) $ 130.8
Net cash used in investing activities of continuing operations (281.9) (49.2) — (331.1)
Net cash provided by (used in) financing activities of continuing operations 126.6 (36.0) 33.2 123.8
Net cash provided by operating activities of discontinued operations 73.2 3.6 — 76.8
Net cash used in investing activities of discontinued operations (11.8) — — (11.8)
Effect of exchange rate changes on cash and cash equivalents — 3.1 — 3.1
Net decrease in cash and cash equivalents (1.4) (7.0) — (8.4)
Cash and cash equivalents at beginning of year 2.3 127.3 — 129.6
Cash and cash equivalents at end of year $ 0.9 $ 120.3 $ — $ 121.2

~~The summarized consolidating balance sheets at December 31, 2019 were as follows:~~

4636

Parent and Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated
ASSETS
Current assets held and used $ 217.5 $ 302.2 $ (24.3) $ 495.4
Current assets held for sale 246.4 7.7 — 254.1
Total current assets 463.9 309.9 (24.3) 749.5
Non-current assets 687.4 598.2 — 1,285.6
Investment in Non-Guarantor Subsidiaries 704.3 — (704.3) —
Total assets $ 1,855.6 $ 908.1 $ (728.6) $ 2,035.1
LIABILITIES AND EQUITY
Current liabilities held and used $ 143.6 $ 104.8 $ (24.3) $ 224.1
Current liabilities held for sale 88.7 0.8 — 89.5
Total current liabilities 232.3 105.6 (24.3) 313.6
Non-current liabilities 708.4 98.2 — 806.6
Total liabilities 940.7 203.8 (24.3) 1,120.2
Redeemable non-controlling interest 28.0 — — 28.0
Shareholders’ equity 886.9 704.3 (704.3) 886.9
Total liabilities and equity $ 1,855.6 $ 908.1 $ (728.6) $ 2,035.1
The summarized balance sheet at December 31, 2020 was as follows:


	Parent and Guarantor Subsidiaries
ASSETS
Current assets	$	300.4
Non-current assets	904.4
Total assets	$	1,204.8
LIABILITIES AND EQUITY
Current liabilities	$	122.8
Non-current liabilities	653.9
Total liabilities	776.7
Redeemable non-controlling interests	48.4
Shareholders’ equity	379.7
Total liabilities and equity	$	1,204.8

The table above reflects ~~$11.9~~$11.8 million of current intercompany receivables due to the Guarantor Subsidiaries from the Non-Guarantor Subsidiaries and ~~$12.4~~$4.4 million of current intercompany payables due to the Non-Guarantor Subsidiaries from the Guarantor Subsidiaries within current assets and ~~liabilities held and used.~~liabilities.

The Senior Notes are structurally subordinated to the indebtedness and other liabilities of the Non-Guarantor Subsidiaries. The Non-Guarantor Subsidiaries are separate and distinct legal entities and have no obligation, contingent or otherwise, to pay any amounts due pursuant to the Senior Notes or the Indenture, or to make any funds available therefor, whether by dividends, loans, distributions or other payments. Any right that the Company or the Guarantor Subsidiaries have to receive any assets of any of the Non-Guarantor Subsidiaries upon the liquidation or reorganization of any Non-Guarantor Subsidiary, and the consequent rights of holders of Senior Notes to realize proceeds from the sale of any of a Non-Guarantor Subsidiary’s assets, would be effectively subordinated to the claims of such Non-Guarantor Subsidiary’s creditors, including trade creditors and holders of preferred equity interests, if any, of such Non-Guarantor Subsidiary. Accordingly, in the event of a bankruptcy, liquidation or reorganization of any of the Non-Guarantor Subsidiaries, the Non-Guarantor Subsidiaries will pay the holders of their debts, holders of preferred equity interests, if any, and their trade creditors before they will be able to distribute any of their assets to the Company or any Guarantor Subsidiaries.

If a Guarantor Subsidiary were to become a debtor in a case under the U.S. Bankruptcy Code or encounter other financial difficulty, under federal or state fraudulent transfer or conveyance law, a court may avoid, subordinate or otherwise decline to enforce its guarantee of the Senior Notes. A court might do so if it is found that when such Guarantor Subsidiary entered into its guarantee of the Senior Notes, or in some states when payments became due under the Senior Notes, such Guarantor Subsidiary received less than reasonably equivalent value or fair consideration and either:

•was insolvent or rendered insolvent by reason of such incurrence;

•was left with unreasonably small or otherwise inadequate capital to conduct our business; or

•believed or reasonably should have believed that it would incur debts beyond its ability to pay.

The court might also avoid the guarantee of the Senior Notes without regard to the above factors, if the court found that the Guarantor Subsidiary entered into its guarantee with actual intent to hinder, delay or defraud our creditors.

A court would likely find that a Guarantor Subsidiary did not receive reasonably equivalent value or fair consideration for its guarantee of the Senior Notes, if such Guarantor Subsidiary did not substantially benefit directly or indirectly from the funding made available by the issuance of the Senior Notes. If a court were to avoid a guarantee of the Senior Notes provided by a Guarantor Subsidiary, holders of the Senior Notes would no longer have any claim against such Guarantor Subsidiary. The

measures of insolvency for purposes of these fraudulent transfer or conveyance laws will vary depending upon the law applied in any proceeding to determine whether a fraudulent transfer or conveyance has occurred, such that we cannot predict what standards a court would use to determine whether or not a Guarantor Subsidiary was solvent at the relevant time or, regardless of the standard that a court uses, that the guarantee of a Guarantor Subsidiary would not be subordinated to such Guarantor Subsidiary’s other debt. As noted above, each guarantee provided by a Guarantor Subsidiary includes a provision intended to

limit the Guarantor Subsidiary’s liability to the maximum amount that it could incur without causing the incurrence of obligations under its guarantee to be a fraudulent transfer or conveyance. This provision may not be effective to protect those guarantees from being avoided under fraudulent transfer or conveyance law, or it may reduce that Guarantor Subsidiary’s obligation to an amount that effectively makes its guarantee worthless, and we cannot predict whether a court will ultimately find it to be effective.

On the basis of historical financial information, operating history and other factors, we believe that each of the Guarantor Subsidiaries, after giving effect to the issuance of its guarantee of the Senior Notes when such guarantee was issued, was not insolvent, did not have unreasonably small capital for the business in which it engaged and did not and has not incurred debts beyond its ability to pay such debts as they mature. We cannot assure you, however, as to what standard a court would apply in making these determinations or that a court would agree with our conclusions in this regard.

Reconciliations of Non-GAAP Financial Measures to the Comparable GAAP Measures

~~Reconciliation of Adjusted Income from Continuing Operations Attributable to EnPro Industries, Inc.~~

We believe that it would be helpful to the readers of the financial statements to understand the impact of certain selected items on our reported income from continuing operations attributable to EnPro Industries, Inc., diluted earnings per share attributable to EnPro Industries, Inc. continuing operations, and total adjusted segment EBITDA, including items that may recur from time to time. The items adjusted for in ~~this schedule~~these non-GAAP financial measures are those that are excluded by management in budgeting or projecting for performance in future periods, as they typically relate to events specific to the period in which they occur. ~~This presentation is intended~~Accordingly, these are some of the factors the company uses in internal evaluations of the overall performance of its businesses. In addition, management believes these non-GAAP financial measures are commonly used financial measures for investors to ~~permit readers~~evaluate the company’s operating performance and, when read in conjunction with the company’s consolidated financial statements, present a useful tool to ~~better compare~~evaluate the ~~Company~~company’s ongoing operations and performance from period to other diversified industrial manufacturing companies that do not incur the sporadic impact of restructuring activities, costs associated with previously disposed of businesses, or other selected items. We acknowledgeperiod. Management acknowledges that there are many items that impact a ~~company's~~company’s reported results and ~~this list is~~the adjustments reflected in these non-GAAP financial measures are not intended to present all items that may have impacted these results. In addition, these non-GAAP measures are not necessarily comparable to similarly titled measures used by other companies.

The following presents a reconciliation of (i) income ~~(loss)~~ from continuing operations attributable to EnPro Industries, Inc. to adjusted income from continuing operations attributable to EnPro Industries, Inc., and (ii) ~~segment profit to adjusted segment EBITDA, and (iii) net~~ income ~~(loss)~~ from continuing operations attributable to EnPro Industries, Inc. to adjusted EBITDA for the quarters and nine months ended September 30, ~~2020~~2021 and ~~2019 is as follows:~~2020.

4838

Quarters Ended September 30,
2020 2019
(Stated in millions, except per share data) $ Average common shares outstanding, diluted (millions) Per share $ Average common shares outstanding, diluted (millions) Per share
Loss from continuing operations attributable to EnPro Industries, Inc. $ (21.6)
20.5 4
$ (0.76) $ (8.4)
20.6 4
$ (0.41)
Income from redeemable non-controlling interest, net of taxes (0.3) —
Income tax benefit 7.3 0.9
Loss from continuing operations before income taxes (28.6) (9.3)
Adjustments
Restructuring and impairment costs 5.0 1.4
Environmental reserve adjustments and other costs associated with previously disposed businesses 14.8 8.5
Net loss on sale of businesses 3.1 15.3
Acquisition and divestiture expenses 3.2 5.9
Pension expense (income) (non-service cost) (0.7) 0.8
Non-controlling interest compensation allocation2
0.5 —
Impairment of indefinite-lived trademarks 16.1 —
Legal settlement 7.4 —
Other 0.3 0.1
Adjusted income from continuing operations before income taxes 21.1 22.7
Adjusted income tax expense 3
(7.0) (7.5)
Income from redeemable non-controlling interest, net of taxes (0.3) —
Adjusted income from continuing operations attributable to EnPro Industries, Inc. $ 13.8 20.6 $ 0.67 1 $ 15.2 20.7 $ 0.73 1

Reconciliation of Income (Loss) from Continuing Operations Attributable to EnPro Industries, Inc. to Adjusted Income from Continuing Operations Attributable to EnPro Industries, Inc. and Adjusted Diluted Earnings Per Share


	Quarters Ended September 30,
	2021						2020
	$		Average common shares outstanding, diluted (millions)	Per Share			$		Average common shares outstanding, diluted (millions)	Per Share
Income (loss) from continuing operations attributable to EnPro Industries, Inc.	$	27.5	20.7	$	1.33		$	(21.6)	20.5	$	(1.05)
Net income from redeemable non-controlling interest	0.1						0.3
Income tax expense (benefit)	15.1						(7.3)
Income (loss) from continuing operations before income taxes	42.7						(28.6)

Adjustments from selling, general, and administrative:
Acquisition and divestiture expenses	1.4						3.2
Non-controlling interest compensation allocations2	1.3						0.5
Amortization of acquisition-related intangible assets	11.2						9.0
Adjustments from other operating expense and cost of sales:
Restructuring and impairment expense	0.8						5.0
Amortization of the fair value adjustment to acquisition date inventory	1.0						—
Impairment of indefinite-lived trademarks	—						16.1
Legal settlement - legacy matter	—						7.4
Adjustments from other non-operating expense:
Environmental reserve adjustment	4.5						14.0
Costs associated with previously disposed businesses	0.3						0.8
Net loss (gain) on sale of businesses	(19.5)						3.1
Pension income (non-service cost)	(2.0)						(0.7)
Other adjustments:
Other4	—						0.3
Adjusted income from continuing operations before income taxes	41.7						30.1
Adjusted income tax expense5	(12.5)						(9.0)
Net income from redeemable non-controlling interest	(0.1)						(0.3)
Adjusted income from continuing operations attributable to EnPro Industries, Inc.	$	29.1	20.7	$	1.40	1	$	20.8	20.63	$	1.01	1

4939

Nine Months Ended September 30,
2020 2019
(Stated in millions, except per share data) $ Average common shares outstanding, diluted (millions) Per share $ Average common shares outstanding, diluted (millions) Per share
Income (loss) from continuing operations attributable to EnPro Industries, Inc. $ (14.8)
20.5 4
$ (0.42) $ 16.0 20.8 $ 0.77
Income from redeemable non-controlling interest, net of taxes (0.5) —
Income tax expense (2.2) (10.6)
Income (loss) from continuing operations before income taxes (12.1) 26.6
Adjustments
Restructuring and impairment costs 23.9 3.6
Environmental reserve adjustments and other costs associated with previously disposed businesses 15.5 9.6
Net loss on sale of businesses 2.0 15.3
Acquisition and divestiture expenses 4.5 7.9
Pension expense (income) (non-service cost) (2.0) 2.4
Non-controlling interest compensation allocation2
1.6 —
Impairment of indefinite-lived trademarks 16.1 —
Legal settlement 7.4 —
Other 0.4 0.2
Adjusted income from continuing operations before income taxes 57.3 65.6
Adjusted income tax expense 3
(18.9) (21.6)
Income from redeemable non-controlling interest, net of taxes (0.5) —
Adjusted income from continuing operations attributable to EnPro Industries, Inc. $ 37.9 20.6 $ 1.84 1 $ 44.0 20.8 $ 2.11


	Nine Months Ended September 30,
	2021						2020
	$		Average common shares outstanding, diluted (millions)	Per Share			$		Average common shares outstanding, diluted (millions)	Per Share
Income (loss) from continuing operations attributable to EnPro Industries, Inc.	$	74.8	20.8	$	3.61		$	(14.8)	20.5	$	(0.72)
Net income from redeemable non-controlling interests	0.1						0.5
Income tax expense	21.1						2.2
Income (loss) from continuing operations before income taxes	96.0						(12.1)

Adjustments from selling, general, and administrative:
Acquisition and divestiture expenses	2.1						4.5
Non-controlling interest compensation allocations2	4.1						1.6
Amortization of acquisition-related intangible assets	33.7						27.0
Adjustments from other operating expense and cost of sales:
Restructuring and impairment expense	5.4						23.9
Amortization of the fair value adjustment to acquisition date inventory	5.8						—
Impairment of indefinite-lived trademarks	—						16.1
Legal settlement - legacy matter	—						7.4
Adjustments from other non-operating expense:
Environmental reserve adjustment	4.5						14.0
Costs associated with previously disposed businesses	0.7						1.5
Net loss (gain) on sale of businesses	(17.5)						2.0
Pension income (non-service cost)	(6.2)						(2.0)
Other adjustments:
Other4	(0.2)						0.4
Adjusted income from continuing operations before income taxes	128.4						84.3
Adjusted income tax expense5	(38.5)						(25.3)
Net income from redeemable non-controlling interests	(0.1)						(0.5)
Adjusted income from continuing operations attributable to EnPro Industries, Inc.	$	89.8	20.8	$	4.33	1	$	58.5	20.63	$	2.84	1

1 Adjusted diluted earnings per share attributable to EnPro Industries, Inc. continuing operations. Per share amounts were calculated by dividing by the weighted-average shares of diluted common stock outstanding during the periods.

2 Non-controlling interest compensation allocation represents compensation expense associated with a portion of the rollover equity from the ~~acquisition~~acquisitions of LeanTeq and Alluxa that is subject to reduction for certain types of employment terminations of the ~~Sellers~~LeanTeq and Alluxa sellers and is directly related to the terms of the ~~acquisition of LeanTeq.~~respective acquisitions. This expense will continue to be recognized as compensation expense over the term of the put and call options associated with the ~~acquisition~~acquisitions unless certain employment terminations have occurred.

3There were 0.1 million potentially dilutive shares that were excluded from the computation of diluted earnings per share for the quarter and nine months ended September 30, 2020 because they were antidilutive. These shares were included in the computation of adjusted diluted earnings per share for that period.

4Other adjustments are included in selling, general, and administrative, cost of sales, and other operating expenses on the consolidated statements of operations.

5 The adjusted income tax expense presented above is calculated using a normalized company-wide effective tax rate excluding discrete items of ~~33.0%~~30.0% for continuing operations. ~~Per share amounts were calculated by dividing by the weighted-average shares of diluted common stock outstanding during the periods.~~

4 There were 0.1 million potentially dilutive shares in the quarter and nine months ended September 30, 2020 and 0.1 million potentially dilutive shares in the quarter ended September 30, 2019 that were excluded from the calculation of consolidated earnings per share in the respective period since they were antidilutive. These shares were added back for the purpose of calculating adjusted net income per share for that period.

~~The environmental reserve adjustments and other costs associated with previously disposed businesses, net gain on sale~~

of business, and pension expense (settlement and other non-service cost) are included as part of other expense. The non-controlling interest compensation allocation, acquisition and divestiture expenses, legal settlement, and other costs are included in selling, general and administrative and other operating expenses. Restructuring and impairment costs are included as part of other operating expense and cost of sales.

Reconciliation of ~~Segment Profit~~Income (Loss) from Continuing Operations Attributable to EnPro Industries, Inc. to Adjusted ~~Segment~~ EBITDA

Quarter Ended September 30, 2020
Sealing Products Engineered Products Total Segments
Segment profit (loss) $ 33.0 $ (3.5) $ 29.5
Adjustments
Acquisition and divestiture expenses 1.3 — 1.3
Non-controlling interest compensation allocations 1
0.5 — 0.5
Restructuring and impairment costs (2.9) 7.9 5.0
Depreciation and amortization expense 13.5 3.5 17.0
Adjusted segment EBITDA $ 45.4 $ 7.9 $ 53.3
Adjusted segment EBITDA margin 22.5 % 11.7 % 19.9 %

Nine months ended September 30, 2020
Sealing Products Engineered Products Total Segments
Segment profit (loss) $ 69.5 $ (0.2) $ 69.3
Adjustments
Acquisition and divestiture expenses 2.6 — 2.6
Non-controlling interest compensation allocations 1
1.6 — 1.6
Restructuring and impairment costs 13.0 10.9 23.9
Depreciation and amortization expense 41.1 10.4 51.5
Adjusted segment EBITDA $ 127.8 $ 21.1 $ 148.9
Adjusted segment EBITDA margin 21.3 % 10.5 % 18.7 %


(Stated in Millions of Dollars)
	Quarters Ended				Nine Months Ended
	September 30,				September 30,
	2021		2020		2021		2020
Income (loss) from continuing operations attributable to EnPro Industries, Inc.	$	27.5	$	(21.6)	$	74.8	$	(14.8)
Net income attributable to redeemable non-controlling interests	0.1		0.3		0.1		0.5
Income (loss) from continuing operations	27.6		(21.3)		74.9		(14.3)

Adjustments to arrive at earnings from continuing operations before interest, income taxes, depreciation, amortization, and other selected items (Adjusted EBITDA):
Interest expense, net	2.6		3.9		10.2		11.4
Income tax expense (benefit)	15.1		(7.3)		21.1		2.2
Depreciation and amortization expense	18.4		17.1		55.9		51.5
Restructuring and impairment expense	0.8		5.0		5.4		23.9
Environmental reserve adjustments	4.5		14.0		4.5		14.0
Costs associated with previously disposed businesses	0.3		0.8		0.7		1.5
Net loss (gain) on sale of businesses	(19.5)		3.1		(17.5)		2.0
Acquisition and divestiture expenses	1.4		3.2		2.1		4.5
Pension income (non-service cost)	(2.0)		(0.7)		(6.2)		(2.0)
Non-controlling interest compensation allocation1	1.3		0.5		4.1		1.6
Impairment of indefinite-lived trademarks	—		16.1		—		16.1
Legal settlement - legacy matter	—		7.4		—		7.4
Amortization of the fair value adjustment to acquisition date inventory	1.0		—		5.8		—
Other	—		0.3		(0.2)		0.4
Adjusted EBITDA	$	51.5	$	42.1	$	160.8	$	120.2

1 Non-controlling interest compensation allocation represents compensation expense associated with a portion of the rollover equity from the ~~acquisition~~acquisitions of LeanTeq and Alluxa that is subject to reduction for certain types of employment terminations of the ~~Sellers~~LeanTeq and Alluxa sellers and is directly related to the terms of the ~~acquisition of LeanTeq.~~respective acquisitions. This expense will continue to be recognized as compensation expense over the term of the put and call options associated with the ~~acquisition unless certain employment terminations have occurred.~~

Quarter Ended September 30, 2019
Sealing Products Engineered Products Total Segments
Segment profit $ 17.8 $ 10.6 $ 28.4
Adjustments
Acquisition and divestiture expenses 5.7 0.2 5.9
Restructuring and impairment costs 1.1 0.3 1.4
Depreciation and amortization expense 12.4 3.7 16.1
Adjusted segment EBITDA $ 37.0 $ 14.8 $ 51.8
Adjusted segment EBITDA margin 16.9 % 18.2 % 17.3 %

Nine Months Ended September 30, 2019
Sealing Products Engineered Products Total Segments
Segment profit $ 66.2 $ 28.7 $ 94.9
Adjustments
Acquisition and divestiture expenses 7.2 0.7 7.9
Restructuring and impairment costs 1.9 1.3 3.2
Depreciation and amortization expense 36.7 11.3 48.0
Adjusted segment EBITDA $ 112.0 $ 42.0 $ 154.0
Adjusted segment EBITDA margin 16.8 % 16.4 % 16.8 %

~~For a reconciliation of segment profit to income from continuing operations, please refer to "—Results of Operations~~."

~~Reconciliation of Net Income (Loss) Attributable to EnPro Industries, Inc. to Adjusted EBITDA~~

Quarters Ended September 30, Nine Months Ended September 30,
2020 2019 2020 2019
Net income (loss) attributable to EnPro Industries, Inc. $ (19.7) $ (1.5) $ 192.5 $ 35.5
Adjustments to arrive at earnings before interest, income taxes, depreciation, and amortization (EBITDA)
Income from discontinued operations, net of taxes (1.9) (6.9) (207.3) (19.5)
Income from redeemable non-controlling interest, net of taxes 0.3 — 0.5 —
Interest expense, net 3.9 3.8 11.4 12.5
Income tax (benefit) expense (7.3) (0.9) 2.2 10.6
Depreciation and amortization expense 17.1 16.2 51.5 48.0
EBITDA (7.6) 10.7 50.8 87.1
Adjustments to arrive at earnings before interest, income taxes, depreciation, amortization, and other selected items (adjusted EBITDA)
Restructuring and impairment costs 5.0 1.4 23.9 3.6
Environmental reserve adjustments and other costs associated with previously disposed businesses 14.8 8.5 15.5 9.6
Net loss on sale of businesses 3.1 15.3 2.0 15.3
Acquisition and divestiture expenses 3.2 5.9 4.5 7.9
Pension expense (income) (non-service cost) (0.7) 0.8 (2.0) 2.4
Non-controlling interest compensation allocations 1
0.5 — 1.6 —
Impairment of indefinite-lived trademarks 16.1 — 16.1 —
Legal settlement 7.4 — 7.4 —
Other 0.3 0.1 0.4 0.2
Adjusted EBITDA $ 42.1 $ 42.7 $ 120.2 $ 126.1

1 Non-controlling interest compensation allocation represents compensation expense associated with a portion of the rollover equity from the acquisition of LeanTeq that is subject to reduction for certain types of employment terminations of the Sellers and is directly related to the terms of the acquisition of LeanTeq. This expense will continue to be recognized as compensation expense over the term of the put and call options associated with the acquisitionacquisitions unless certain employment terminations have occurred.

Adjusted EBITDA as presented in the table above also represents the amount defined as "EBITDA" under the ~~indenture governing the Senior Notes.~~

Indenture.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are exposed to certain market risks as part of our ongoing business operations, including risks from changes in foreign currency exchange rates and interest rates that could impact our financial condition, results of operations and cash flows. We manage our exposure to these and other market risks through regular operating and financing activities and through the use of derivative financial instruments. We intend to use derivative financial instruments as risk management tools and not for speculative investment purposes. For information about our interest rate risk, see “Quantitative and Qualitative Disclosures about Market Risk – Interest Rate Risk” in our annual report on Form 10-K for the year ended December 31, ~~2019.~~2020.

Foreign Currency Risk

We are exposed to foreign currency risks that arise from normal business operations. These risks include the translation of local currency balances of our foreign subsidiaries, intercompany loans with foreign subsidiaries and transactions denominated in foreign currencies. Our objective is to control our exposure to these risks and limit the volatility in our reported earnings due to foreign currency fluctuations through our normal operating activities and, where appropriate, through foreign currency forward contracts and option contracts. The notional amount of foreign exchange contracts hedging foreign currency transactions was ~~$2.4~~$3.3 million and ~~$5.2~~$3.3 million at September 30, ~~2020~~2021 and December 31, ~~2019,~~2020, respectively.

In September 2018, we entered into cross-currency swap agreements with a notional amount of $200.0 million to manage foreign currency risk by effectively converting a portion of the interest payments related to our fixed-rate U.S. Dollar (“USD”)-denominated Senior Notes, including the semi-annual interest payments thereunder, to interest payments on fixed-rate Euro-denominated debt of 172.8 million EUR with a weighted average interest rate of 2.8%, with interest payment dates of March 15 and September 15 of each year. The swap agreement matures on September 15, 2022.

In May 2019, we entered into additional cross-currency swap agreements with a notional amount of $100.0 million to manage foreign currency risk by effectively converting a portion of the interest payments related to our fixed-rate USD-denominated Senior Notes, including the semi-annual interest payments thereunder, to interest payments on fixed-rate Euro-denominated debt of 89.6 million EUR with a weighted average interest rate of 3.5% , with interest payment dates of April 15 and October 15 of each year. The swap agreement matures on October 15, 2026.

During the term of the swap agreements, we will receive semi-annual payments from the counterparties due to the difference between the interest rate on the Senior Notes and the interest rate on the Euro debt underlying the swap. There was no principal exchange at the inception of the arrangements, and there will be no exchange at maturity. At maturity (or earlier at our option), we and the counterparties will settle the swap agreements at their fair value in cash based on the aggregate notional amount and the then-applicable currency exchange rate compared to the exchange rate at the time the swap agreements were entered into.

Commodity Risk

We source a wide variety of materials and components from a network of global suppliers. While such materials are typically available from numerous suppliers, commodity raw materials such as steel, engineered plastics, copper and polymers, are subject to price fluctuations (including increases due to new or increased tariffs), which could have a negative impact on our results. The impacts from the COVID-19 pandemic may further increase the risk of price fluctuations or the availability of necessary raw materials. We strive to pass along commodity price increases to customers to avoid profit margin erosion and utilize lean initiatives to further mitigate the impact of commodity raw material price fluctuations as we achieve improved efficiencies. We do not hedge commodity risk with any market risk sensitive instruments.

Item 4. Controls and Procedures

Evaluation of 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 (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)). The purpose of our disclosure controls and procedures is to provide reasonable assurance that information required to be disclosed in our reports filed under the Exchange Act, including this report, is recorded, processed, summarized and reported within the time periods specified, ~~in the Securities and Exchange Commission's rules and forms,~~ and that such information is accumulated and communicated to our management ~~including our chief executive officer and chief financial officer, as appropriate,~~ to allow timely decisions regarding ~~required~~ disclosure.

Based on the controls evaluation, our chief executive officer and chief financial officer have concluded that ~~due~~our disclosure controls and procedures are effective to areasonably 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 ~~weakness~~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 ~~which existed at December 31, 2019 and which~~ has ~~not yet remediated, our disclosure controls and procedures continued to not be effective as of September 30, 2020.~~

A material weakness (as defined in Rule 12b-2 under the Exchange Act) is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement in our annual or interim financial statements will not be prevented or detected on a timely basis.

As reported in Item 9A of our annual report on Form 10-K for the year ended December 31, 2019, 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 December 31, 2019. Based on our assessment, we concluded as of December 31, 2019, there was a material weakness in the Company’s internal control over financial reporting with respect to the design and maintenance of controls over the accounting for income taxes. Specifically, we did not design and maintain effective controls to (1) sufficiently review and validate information received from foreign subsidiaries in their quarterly tax packages, including adjustments made to the packages in consolidation, which are used in the determination of the completeness and accuracy of our consolidated provision for income taxes and (2) sufficiently review the completeness and accuracy of input data used in calculation of a new annual federal tax which became effective in 2018 under the Tax Act and certain recurring tax credits. These deficiencies resulted in a revision to our December 31, 2018 annual financial statements related to items affecting the provision for income tax expense and related accounts reported for the year ended December 31, 2018, which had the effect of understating income tax expense for the year by approximately $5.0 million. Additionally, these deficiencies could result in a misstatement of the aforementioned account balances or disclosures that would result in a material misstatement to the annual or interim consolidated statements that would not be prevented or detected. We therefore concluded that we did not maintain effective internal control over financial reporting as of December 31, 2019 based on the criteria in Internal Control-Integrated Framework (2013 version) issued by Committee of Sponsoring Organizations of the Treadway Commission.

~~Remediation Plan~~

Since the material weakness was identified, we have undertaken, under the oversight of the Audit Committee of our Board of Directors, a plan to strengthen our internal control over financial reporting and undertaken steps to remediate these deficiencies, including:

•~~Enhancement of the Company’s quarterly tax package to require additional tax package preparer explanations, responses, representations, and formal documentation of local review and approval;~~

•~~Implementation of additional tax package data validation steps;~~

•Expansion of the Company’s key control regarding the review of quarterly tax packages to provide additional specific actions to be performed by corporate tax personnel in the review process, definition of specific content to be documented as part of the tax package review process and local formal concurrence to all significant corporate adjustments;

•~~Formal confirmation that special taxes and credits are based upon input factors that are reviewed and approved;~~

•Enhancement of the quarterly review of the Effective Tax Rate (“ETR”) for each significant country and the reasons for any significant deviations from statutory or prior year ETRs by appropriate personnel; and

•Addition of two new manager level tax positions that are focused on the determination of the Company’s quarterly and annual tax provisions and disclosures, including the design and execution of effective internal controls. The new members of the tax team have extensive ASC740 experience for multinational public companies.

Although we have made substantial progress toward the remediation of the identified deficiencies and have assessed that our internal controls surrounding the quarterly tax provision are effective for the second and third quarters of 2020; to fully remediate the material weakness identified we must successfully finalize the design of our annual tax internal controls and successfully execute these controls for the year ending December 31, 2020.

We will continue to implement our remediation plan and to monitor the design and effectiveness of these and other processes, procedures and controls and make any further changes management determines appropriate.

~~Changes in Internal Control Over Financial Reporting~~

Except for the remediation efforts described above under the caption “Remediation Plan,” there were no changes to our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the quarter ended September 30, ~~2020~~2021, that ~~have~~has materially affected, or ~~are~~is reasonably likely to materially affect, ~~the Company’s~~our internal control over financial reporting.

5542

PART II

OTHER INFORMATION

Item 1. Legal Proceedings.

A description of environmental and other legal matters is included in Note 1715 to the Consolidated Financial Statements in this report, which is incorporated herein by reference. ~~Those matters are also discussed in Management’s Discussion and Analysis of Financial Condition and Results of Operations.~~ In addition to the matters noted and discussed in those sections of this report, we are from time to time subject to, and are presently involved in, other litigation and legal proceedings arising in the ordinary course of business. We believe that the outcome of such other litigation and legal proceedings will not have a material adverse effect on our financial condition, results of operations and cash flows.

~~Item 1A. Risk Factors~~

~~COVID-19 has, and is expected to continue to, adversely affect our business and results of operations~~.

The outbreak of the coronavirus, or COVID-19, which has been declared by the World Health Organization to be a “pandemic,” has spread across the globe and is impacting worldwide economic activity. The impact of COVID-19 has adversely affected our business and financial results for the three and nine months ended September 30, 2020, and we expect that it will negatively impact our business and financial results into 2021 and possibly in subsequent years depending on the length of the pandemic and its economic repercussions. As COVID-19 has spread, it has significantly impacted the health and economic environment around the world. Our customers are principally global manufacturers and the impact of the COVID-19 pandemic on general economic conditions, and more deleterious effects on certain markets, such as oil and gas and automotive, are having and will continue to have negative implications on demand for their goods and consequently on their demand for our products and services. Certain of our businesses are experiencing reduced levels compared to prior-year level, expectations of further reductions in sales levels could result in asset impairment charges. Because of uncertainties with respect to the severity and duration of the COVID-19 outbreak, the duration and terms of related governmental orders restricting activities, and the timing and pace of any economic recovery as COVID-19 impacts ultimately abate, we cannot predict with precision the extent and duration of any future decreased demand for our products and services and the consequent impact on our business and financial results.

In addition, our facilities and the facilities of our customers and suppliers may be prevented from conducting business activities for an indefinite period of time, and our customers may be prevented from purchasing our products, and we may be unable to purchase necessary materials from vendors, due to shutdowns, shelter-in-place orders, import restrictions or other preventative measures that may be requested or mandated by governmental authorities. Certain of our facilities have been required to temporarily close in light of governmental orders restricting business activities, and we temporarily closed certain facilities to facilitate disinfection procedures and the implementation of social distancing protocols, as well as in response to employee absences driven by COVID-19 concerns. Although most of our operations have been treated as “essential” operations under applicable government orders restricting business activities that have been issued to date, and accordingly have been permitted to continue to operate, it is possible that they may not continue to be so treated under future government orders, or, even if so treated, site-specific health and safety concerns might otherwise require certain of our operations to be halted for some period of time. The operations of all of our facilities have been affected in terms of employee protection measures, including social distancing and personal protection equipment measures. These measures will continue to affect the efficiency of our operations for the foreseeable future.

In 2019, approximately 48% of our revenues were generated outside the United States. We operate businesses with manufacturing facilities around the world. Accordingly, to the extent that general economic conditions in the United States may improve over time, our results of operations may continue to be adversely affected in other areas of the world that may continue to experience COVID-19 outbreaks and that remain subject to governmental restrictions affecting business activities that impact the demand for our products and services or prevent us from resuming full operations in those jurisdictions.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

The following table sets forth all purchases made by or on behalf of the Company or any “affiliated purchaser,” as defined in Rule 10b-18(a)(3) under the Exchange Act, of shares of our common stock during each month in the third quarter of ~~2020.~~2021.

Period (a) Total Number
of Shares
(or Units)
Purchased (b) Average
Price Paid per
Share (or Unit) (c) Total Number of
Shares (or Units)
Purchased as Part of
Publicly Announced
Plans or Programs (d) Maximum Number (or
Approximate Dollar Value) of
Shares (or Units) That May
Yet Be Purchased Under the
Plans or Programs
July 1 - July 31, 2020 — — — $29,674,397 (1)
August 1 - August 31, 2020 — — — $29,674,397 (1)
September 1 - September 30, 2020 907 (2) $ 56.54 (2) — $29,674,397 (1)
Total 907 (2) $ 56.54 (2) — $29,674,397 (1)


Period	(a) Total Number of Shares (or Units) Purchased		(b) Average Price Paid per Share (or Unit)			(c) Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs	(d) Maximum Number (or Approximate Dollar Value) of Shares (or Units) That May Yet Be Purchased Under the Plans or Programs
July 1 - July 31, 2021	—		—			—	$50,000,000	(1)
August 1 - August 31, 2021	—		—			—	$50,000,000	(1)
September 1 - September 30, 2021	332	(2)	$	86.19	(2)	—	$50,000,000	(1)
Total	332	(2)	$	86.19	(2)	—	$50,000,000	(1)

(1)On October ~~31, 2018,~~28, 2020, our board of directors authorized the repurchase of up to $50.0 million of our outstanding common shares, and we announced the share repurchase authorization in a press release issued on ~~October 31, 2018.~~November 3, 2020. Pursuant to this authorization, ~~$29,674,397~~$50.0 million remained available at the end of the period.

(2)In September ~~2020,~~2021, a total of ~~907~~332 shares were transferred to a rabbi trust that we established in connection with our Deferred Compensation Plan for Non-Employee Directors, pursuant to which non-employee directors may elect to defer directors’ fees into common stock units. EnPro Holdings furnished these shares in exchange for management and other services provided by EnPro. Of these shares, ~~109~~74 were valued at a price of ~~$57.46,~~$82.96, the closing trading price of our common stock on September ~~16, 2020,~~15, 2021, and ~~798~~258 of these shares were valued at a price of ~~$56.41~~$87.12 per share, the closing trading price of our common stock on September 30, ~~2020.~~2021. Accordingly, the total ~~907~~332 shares were valued at a weighted average price of ~~$56.54.~~$86.19. We do not consider the transfer of shares from EnPro Holdings in this context to be pursuant to a publicly announced plan or program.

Item 6. Exhibits.

The exhibits to this report on Form 10-Q are listed in the accompanying Exhibit Index.

5743

EXHIBIT INDEX


2.1			Securities Purchase Agreement dated as of July 19, 2019 between EnPro Industries, Inc., the Sellers listed therein, Shareholder Representative Services LLC, and the Optionholder listed therein relating to the purchase and sale of 100% of the interests of LeanTeq Co., LTD and LeanTeq LLC (incorporated by reference to Exhibit 2.1 to the Form 8-K filed on July 22, 2019 by EnPro Industries, Inc. (File No. 001-31225)

~~2.2~~			Merger Agreement dated as of September 25, 2020 among EnPro Industries, Inc., Vision Investment, LLC, Vision Investment Merger Sub, Inc., Alluxa, Inc., Michael Scobey, as representative of the equityholders of Alluxa, Inc. and certain specified shareholders of Alluxa, Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8‑K filed by EnPro Industries, Inc. on September 28, 2020 (File No. 001-31225))

10.1			S eparation letter agreement dated as of August 2, 2021 between Marvin A. Riley and EnPro Industries, Inc. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8‑K filed by EnPro Industries, Inc. on August 3, 2021 (File No. 001-31225))

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

101.SCH†			InlineXBRL Taxonomy Extension Schema Document

101.CAL†			InlineXBRL Taxonomy Extension Calculation Linkbase Document

101.DEF†			InlineXBRL Taxonomy Extension Definitions Linkbase Document

101.LAB†			InlineXBRL Taxonomy Extension Label Linkbase Document

101.PRE†			InlineXBRL Taxonomy Extension Presentation Linkbase Document
104			Cover Page Interactive Data File (formatted as Inline XBRL and contained in the Interactive Data Files submitted as Exhibits 101.*)

† Filed herewith

5844

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 ~~3rd~~5th day of November, ~~2020.~~2021.


ENPRO INDUSTRIES, INC.

By:			/s/ Robert S. McLean
			Robert S. McLean
			Executive Vice President, General Counsel and Secretary


By:			/s/ Steven R. Bower
			Steven R. Bower
			Senior Vice President, Chief Accounting Officer and Controller

5945


	Sealing Products		Engineered Products		Total
	(in millions)


Goodwill as of December 31, 2019	$	468.6	$	16.7	$	485.3
Acquisition of business	7.1		0		7.1

Divestiture of businesses	(7.0)		0		(7.0)
Foreign currency translation	1.6		(0.1)		1.5



Goodwill as of September 30, 2020	$	470.3	$	16.6	$	486.9


	Parent and Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations		Consolidated
Net sales	$	479.2	$	406.1	$	(87.3)	$	798.0
Gross profit	128.5		143.8		—		272.3
Income (loss) from continuing operations attributable to EnPro Industries, Inc.	(37.3)		22.5		—		(14.8)
Income (loss) from discontinued operations, net of taxes	208.0		(0.7)		—		207.3
Equity in earnings of subsidiaries, net of tax	21.8		—		(21.8)		—
Net income	$	192.5	$	21.8	$	(21.8)	$	192.5
Comprehensive income attributable to EnPro Industries, Inc.	$	198.8	$	28.5	$	(28.5)	$	198.8