UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2012
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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)
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North Carolina |
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01-0573945 |
(State or other jurisdiction of incorporation) |
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(I.R.S. employer identification no.) |
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5605 Carnegie Boulevard, Suite 500,
Charlotte, North Carolina |
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28209 |
(Address of principal executive offices) |
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(Zip code) |
(704) 731-1500
(Registrants telephone number, including area code)
Securities
registered pursuant to Section 12(b) of the Act:
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Title of each class |
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Name of each exchange on which registered |
Common stock, $0.01 par value |
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New York Stock Exchange |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities
Act. Yes x No ¨
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No x
Indicate by
check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation
S-K is not contained herein, and will not be contained, to the best of the registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form
10-K. ¨
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of
the Exchange Act. (Check one):
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Large accelerated filer |
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Accelerated filer |
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Non-accelerated filer |
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¨ (Do not check if a smaller reporting company) |
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Smaller reporting company |
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act). Yes ¨ No x
The aggregate market value of voting and nonvoting common stock of the registrant held by non-affiliates of the registrant as of June 29, 2012 was $763,987,011. As of February 18, 2013, there
were 20,715,047 shares of common stock of the registrant outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrants definitive proxy statement for the 2013 annual meeting of shareholders are incorporated by reference into Part III.
TABLE OF CONTENTS
ENPRO INDUSTRIES, INC.
PART I
As used in
this report, the terms we, us, our, EnPro and Company mean EnPro Industries, Inc. and its subsidiaries (unless the context indicates another meaning). The term common stock
means the common stock of EnPro Industries, Inc., par value $0.01 per share. The terms convertible debentures and debentures mean the 3.9375% Convertible Senior Debentures due 2015 issued by the Company in October 2005.
Background
We are a leader in designing, developing, manufacturing, and marketing proprietary engineered industrial products. We serve a wide variety of customers in varied industries around the world. As of
December 31, 2012, we had 61 primary manufacturing facilities located in 12 countries, including the United States. We were incorporated under the laws of the State of North Carolina on January 11, 2002, as a wholly owned subsidiary of
Goodrich Corporation (Goodrich). The incorporation was in anticipation of Goodrichs announced distribution of its Engineered Industrial Products segment to existing Goodrich shareholders. The distribution took place on May 31,
2002 (the Distribution).
Our sales by geographic region in 2012, 2011 and 2010 were as follows:
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2012 |
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2011 |
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2010 |
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(in millions) |
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United States |
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$ |
654.2 |
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$ |
561.3 |
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$ |
453.7 |
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Europe |
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305.0 |
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321.4 |
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251.0 |
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Other |
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225.0 |
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222.8 |
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160.3 |
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Total |
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$ |
1,184.2 |
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$ |
1,105.5 |
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$ |
865.0 |
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On June 5, 2010 (the Petition Date), three of our subsidiaries filed voluntary petitions
for reorganization under Chapter 11 of the United States Bankruptcy Code in the U.S. Bankruptcy Court for the Western District of North Carolina as a result of tens of thousands of pending and expected future asbestos personal injury claims. For a
discussion of the effects of these proceedings on our financial statements, see Item 7, Managements Discussion and Analysis of Financial Condition and Results of Operations Garlock Sealing Technologies LLC and Garrison
Litigation Management Group, Ltd. and Contingencies, Subsidiary Bankruptcy and Contingencies, Asbestos, and Notes 18 and 19 to our Consolidated Financial Statements, included in this report. Because of the
filing, the results of these subsidiaries have been deconsolidated from our results since the Petition Date. The deconsolidated entities had sales for the years ended December 31, 2012, 2011 and 2010 as follows:
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2012 |
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2011 |
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2010 |
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(in millions) |
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United States |
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$ |
123.6 |
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$ |
122.5 |
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$ |
108.1 |
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Europe |
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17.3 |
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19.4 |
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17.0 |
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Other |
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99.2 |
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94.2 |
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73.2 |
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Total |
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$ |
240.1 |
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$ |
236.1 |
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$ |
198.3 |
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1
We maintain an Internet website at www.enproindustries.com. We will make this annual report,
in addition to our other annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to these reports, available free of charge on our website as soon as reasonably practicable after we electronically file
such material with, or furnish it to, the Securities and Exchange Commission. Our Corporate Governance Guidelines and the charters for each of our Board Committees (Audit and Risk Management, Compensation and Human Resources, Executive, and
Nominating and Corporate Governance committees) are also available on our website, and copies of this information are available in print to any shareholder who requests it. Information included on or linked to our website is not incorporated by
reference into this annual report.
Acquisitions and Dispositions
In April 2012, the Company acquired Motorwheel Commercial Vehicle Systems, Inc. (Motorwheel). Motorwheel is a leading U.S.
manufacturer of lightweight brake drums for heavy-duty trucks and other commercial vehicles. Motorwheel also sells wheel-end component assemblies for the heavy-duty market, sells fasteners for wheel-end applications and provides related services to
its customers, including product development, testing and certification. The business operates manufacturing facilities in Chattanooga, Tennessee and Berea, Kentucky. Motorwheel is managed as part of the Stemco operations in the Sealing Products
segment.
We paid for the Motorwheel acquisition with approximately $85 million of cash, which was funded by additional
borrowings from our revolving credit facility. We preliminarily allocated the purchase price of the business to the assets acquired and liabilities assumed based on their estimated fair values. The excess of the purchase price over the identifiable
assets acquired less the liabilities assumed was reflected as goodwill.
In August 2011, we acquired certain assets and
assumed certain liabilities of PI Bearing Technologies, a privately held manufacturer of bearing blocks and other bearing products used in fluid power applications, and a distributor of high performance plain bearing products used in industrial
applications. The business is located in Waukegan, Illinois and is part of our Engineered Products segment.
In July 2011, we
acquired Tara Technologies Corporation (Tara), a privately-held company that offers highly engineered products and solutions to the semiconductor, aerospace, energy and medical markets. The business, part of our Sealing Products segment,
has facilities in Daytona Beach, Florida, San Carlos, California and Singapore.
In February 2011, we acquired the Mid Western
group of companies, a privately-owned business primarily serving the oil and gas drilling, production and processing industries of western Canada. Mid Western services and rebuilds reciprocating compressors, designs and installs lubrication systems,
and services and repairs a variety of other equipment used in the oil and gas industry. The business has locations in Calgary, Edmonton and Grand Prairie, Alberta and is part of our Engineered Products segment.
In February 2011, we acquired the business of Pipeline Seal and Insulator, Inc. and its affiliates
(PSI), a privately-owned group of companies that manufacture products for the safe flow of fluids through pipeline transmission and distribution systems worldwide. The PSI business primarily serves the global oil and gas industry and
water and wastewater infrastructure markets. The businesss products include flange sealing and flange isolation products; pipeline casing spacers/isolators; casing end seals; the original Link-Seal® modular sealing system for sealing pipeline penetrations into walls, floors, ceilings and bulkheads; hole forming
products; manhole infiltration sealing systems; and safety-related
2
signage for pipelines. The business has manufacturing locations in the United States, Germany and the United Kingdom, and is part of our Sealing Products Segment.
In January 2011, we acquired certain assets and assumed certain liabilities of Rome Tool & Die, Inc., a leading supplier of
steel brake shoes to the North American heavy-duty truck market. The business is part of our Sealing Products segment and is located in Rome, Georgia.
We paid for the acquisitions completed during 2011 with $228.2 million in cash, which included $99.2 million for the purchase of PSI. Additionally, there were approximately $2.2 million of
acquisition-related costs recorded during 2011. We allocated the purchase prices of the acquired businesses to the assets acquired and liabilities assumed based on their estimated fair values. The excess of the purchase prices over the identifiable
assets acquired less the liabilities assumed was reflected as goodwill.
In August 2010, we acquired CC Technology,
Progressive Equipment, Inc. and Premier Lubrication Systems, Inc. These businesses design and manufacture lubrication systems used in reciprocating compressors and are part of our Engineered Products segment.
In September 2010, we acquired Hydrodyne, which designs and manufactures machined metallic seals and other specialized components used
primarily by the space, aerospace and nuclear industries. This business is part of our Sealing Products segment.
Operations
We manage our business as three segments: a Sealing Products segment, which includes our sealing products, heavy-duty
truck wheel end components, polytetrafluoroethylene (PTFE) products, and rubber products; an Engineered Products segment, which includes our bearings, aluminum blocks for hydraulic applications, and reciprocating compressor components;
and, an Engine Products and Services segment, which manufactures, sells and services heavy-duty, medium-speed diesel, natural gas and dual fuel reciprocating engines. For financial information with respect to our business segments, see Item 7,
Managements Discussion and Analysis of Financial Condition and Results of Operations Results of Operations, and Note 17 to our Consolidated Financial Statements. Item 7 and Note 17 contain information about sales and
profits for each segment, and Note 17 contains information about each segments assets.
Sealing Products Segment
Overview. Our Sealing Products segment designs, manufactures and sells sealing products, including: metallic,
non-metallic and composite material gaskets; dynamic seals; compression packing; resilient metal seals; elastomeric seals; hydraulic components; expansion joints; heavy-duty truck wheel-end component systems, including brake products; flange sealing
and isolation products; pipeline casing spacers/isolators; casing end seals; modular sealing systems for sealing pipeline penetrations; hole forming products; manhole infiltration sealing systems; safety-related signage for pipelines; bellows and
bellows assemblies; pedestals for semiconductor manufacturing; PTFE products; conveyor belting; and sheeted rubber products. These products are used in a variety of industries, including chemical and petrochemical processing, petroleum extraction
and refining, pulp and paper processing, heavy-duty trucking, power generation, food and pharmaceutical processing, primary metal manufacturing, mining, water and waste treatment, aerospace, medical, filtration and semiconductor fabrication. In many
of these industries, performance and durability are vital for safety and environmental protection. Many of our products are used in highly demanding applications, e.g., where extreme temperatures, extreme pressures, corrosive environments, strict
tolerances, and/or worn equipment make product performance difficult.
3
Garlock Sealing Technologies LLC (GST LLC) is one of three of our subsidiaries
that filed voluntary petitions for reorganization under Chapter 11 of the United States Bankruptcy Code on the Petition Date. GST LLC is one of the businesses within our broader Garlock group. GST LLC and its subsidiaries operate five primary
facilities, including facilities in Palmyra, New York and Houston, Texas. Because GST LLC and its subsidiaries remain wholly-owned indirect subsidiaries of ours, we have continued to include their products, customers, competition, and raw materials
in this segment discussion.
Products. Our Sealing Products segment includes the product lines described below, which
are designed, manufactured and sold by our Garlock, Stemco, and Technetics Group operations.
Gasket
products are used for sealing flange joints in chemical, petrochemical and pulp and paper processing facilities where high pressures, high temperatures and corrosive chemicals create the need for specialized and highly engineered sealing products.
We sell these gasket products under the Garlock®, Gylon®, Blue-Gard®, Stress-Saver®, Edge®, Graphonic® and Flexseal® brand names. These products have a long-standing reputation for performance and reliability within the industries we
serve.
Dynamic elastomeric seals are used in rotating applications to contain the lubricants that
protect the bearings from excessive friction and heat generation. Because these sealing products are utilized in dynamic applications, they are subject to wear. Durability, performance, and reliability are, therefore, critical requirements of our
customers. These rotary seals are used in demanding applications in the steel industry, mining and pulp and paper processing under well-known brand names including Klozure® and Model 64®.
Dynamic bearing isolator seals are used in power transmission systems to contain lubricants within bearing housings
while also preventing contamination ingress. Bearing isolators provide users long-life sealing due to the non-contact seal design, and therefore are used in many OEM electric motors and gear boxes. GST LLC continues to innovate and build a patent
portfolio of bearing isolator products. Its well-known brands include GUARDIANTM, ISO-GARDTM,
EnDuroTM and SGiTM.
Gar-Seal® brand PTFE lined butterfly valves are used to control the flow of corrosive, abrasive or toxic media in the Chemical Processing Industry.
Compression packing is used to provide sealing in pressurized, static and dynamic applications such as pumps and
valves. Major markets for compression packing products are the pulp and paper, mining, petrochemical and hydrocarbon processing industries. Branded products for these markets include EVSP, Synthepak® and Graph-lock®.
Critical service
flange gaskets, seals and electrical flange isolation kits are used in high-pressure wellhead equipment, flow lines, water injection lines, sour hydrocarbon process applications and crude oil and natural gas pipeline/transmission line applications.
These products are sold under the brand names Pikotek®, VCS/LineSeal®, VCFS, Flowlok, PGE, LineBacker®, LineBacker®61 NSF,
GasketSeal® and ElectroStop®.
Our rubber products
business manufactures rubber bearing pads, conveyor belts and other rubber products for industrial applications under the
DuraKing®, FlexKing®, Viblon, Techflex and HeatKing brand names.
The Technetics Group manufactures engineered seals, components, assemblies, and sub-systems custom-designed for high performance and extreme applications in the semiconductor, aerospace, power generation,
nuclear, oil and gas, medical and other industries. Customer applications range from nuclear reactor pressure vessels to jet engines to down-hole oil and gas drilling. Products include a wide variety
4
of metallic seals, elastomeric seals, polymer shapes, acoustic media, accumulators, bellows, burst discs, electrostatic chuck pedestals, high performance coatings, advanced assemblies, PTFE tapes
and machined components. Service solutions include coating, texturing, testing, and refurbishment. Branded products for Technetics Group include Helicoflex®, Ultraflex®, Feltmetal®, Plastolon®, Texolon®, Belfab®, and CefilAir®.
Stemco manufactures
a variety of high performance wheel-end, steering, suspension and braking components used by the heavy-duty trucking industry to improve the performance and longevity of commercial tractors and trailers. Products for this market include hub oil
seals, axle fasteners, hub caps, wheel bearings, mileage counters, king pin kits, suspension kits, brake friction, lightweight brake drums, foundation brake parts and automatic brake adjusters. We sell these sealing products under the Stemco®, Stemco Kaiser®, Grit Guard®, Guardian®, Guardian HP®, Voyager®, Discover®, Endeavor, Pro-Torq®, Sentinel®, DataTrac®, Qwikkit, Pluskit, Econokit, Stemco Duroline, Stemco Crewson, VANFASTIC®, AERIS, and Centrifuse® brand names. Stemco also sells products under its sensor-based BAT RF® product line.
Customers. Our
Sealing Products segment sells products to industrial agents and distributors, original equipment manufacturers (OEMs), engineering and construction firms and end users worldwide. Sealing products are offered to global customers, with
approximately 40% of sales delivered to customers outside the United States in 2012. Representative customers include Saudi Aramco, Motion Industries, Applied Industrial Technologies, Electricite de France, AREVA, Bayer, BASF Corporation, Chevron,
General Electric Company, Georgia-Pacific Corporation, Eastman Chemical Company, Exxon Mobil Corporation, Minara Resources, Queensland Alumina, AK Steel Corporation, Volvo Corporation, Utility Trailer, Great Dane, Mack Trucks, International Truck,
PACCAR, ConMet, Applied Materials, Carlisle Interconnect Technologies, Schlumberger, China Nuclear Power Engineering Company Ltd., and Flextronics. In 2012, no single customer accounted for more than 6% of segment revenues.
Competition. Competition in the sealing markets we serve is based on proven product performance and
reliability, as well as price, customer service, application expertise, delivery terms, breadth of product offering, reputation for quality, and the availability of product. Our leading brand names, including Garlock® and Stemco®, have been built upon long-standing reputations for reliability and durability. In addition, the breadth, performance and quality of our product offerings allow us to
achieve premium pricing and have made us a preferred supplier among our agents and distributors. We believe that our record of product performance in the major markets in which this segment operates is a significant competitive advantage for us.
Major competitors include A.W. Chesterton Company, Klinger Group, Teadit, Lamons, SIEM/Flexitallic, SKF USA Inc., Freudenberg-NOK, Federal-Mogul Corporation, Saint-Gobain, Eaton Corporation, Parker Hannifin Corporation, and Miropro Co. Ltd.
Raw Materials and Components. Our Sealing Products segment uses PTFE resins, aramid fibers, specialty
elastomers, elastomeric compounds, graphite and carbon, common and exotic metals, cold-rolled steel, leather, aluminum die castings, nitrile rubber, powdered metal components, and various fibers and resins. We believe all of these raw materials and
components are readily available from various suppliers.
Engineered Products Segment
Overview. Our Engineered Products segment includes operations that design, manufacture and sell self-lubricating, non-rolling
bearing products, aluminum blocks for hydraulic applications, and compressor components.
Products. Our Engineered
Products segment includes the product lines described below, which are designed, manufactured and sold by our GGB and Compressor Products International businesses.
5
GGB produces self-lubricating, non-rolling, metal polymer, solid
polymer, and filament wound bearing products and aluminum bushing blocks for hydraulic applications. The metal-backed or epoxy-backed bearing surfaces are made of PTFE or a mixture that includes PTFE to provide maintenance-free performance and
reduced friction. These products typically perform as sleeve bearings or thrust washers under conditions of no lubrication, minimal lubrication or pre-lubrication. These products are used in a wide variety of markets such as the automotive, pump and
compressor, construction, power generation and general industrial markets. GGB has over 20,000 bearing part numbers of different designs and physical dimensions. GGB is a leading and well recognized brand name and sells products under the DU®, DP®, DX®, DS, HX,
EP, SY and GAR-MAX names.
Compressor Products International designs, manufactures and services components
for reciprocating compressors and engines. These components, which include, for example, packing and wiper assemblies and rings, piston and rider rings, compressor valve assemblies, divider block valves, compressor monitoring systems, lubrication
systems and related components, are utilized primarily in the refining, petrochemical, natural gas gathering, storage and transmission, and general industrial markets. Brand names for our products include Hi-Flo, Valvealert,
Mentor, Triple Circle, CPI Special Polymer Alloys, Twin Ring, Liard, Pro Flo, Neomag, CVP, XDC, POPR and Protecting Compressor World Wide.
Customers. Our Engineered Products segment sells its products to a diverse customer base using a combination of direct sales and
independent distribution networks worldwide, with approximately 71% of sales delivered to customers outside the United States in 2012. GGB has customers worldwide in all major industrial sectors, and supplies products directly to customers through
GGBs own local distribution system and indirectly to the market through independent agents and distributors with their own local networks. Compressor Products International sells its products and services globally through a network of company
salespersons, independent sales representatives, distributors and service centers. In 2012, no single customer accounted for more than 3% of segment revenues.
Competition. GGB has a number of competitors, including Kolbenschmidt Pierburg AG, Saint-Gobains Norglide division, and Federal-Mogul Corporation. In the markets in which GGB competes,
competition is based primarily on performance of the product for specific applications, product reliability, delivery and price. Compressor Products International competes against other component manufacturers, such as Cook Compression, Hoerbiger
Corporation, Graco and numerous smaller component manufacturers worldwide. Price, availability, product quality, engineering support and reliability are the primary competitive drivers in the markets served by Compressor Products International.
Raw Materials and Components. GGBs major raw material purchases include steel coil, bronze powder and PTFE. GGB
sources components from a number of external suppliers. Compressor Products Internationals major raw material purchases include PTFE, PEEK, compound additives, cast iron, bronze, steel, and stainless steel bar stock. We believe all of these
raw materials and components are readily available from various suppliers.
Engine Products and Services Segment
Overview. Our Engine Products and Services segment designs, manufactures, sells and services heavy-duty, medium-speed diesel,
natural gas and dual fuel reciprocating engines. We market these products and services under the Fairbanks Morse Engine brand name.
Products. Our Engine Products and Services segment manufactures licensed heavy-duty, medium-speed diesel, natural gas and dual fuel reciprocating engines, in addition to its own designs. The
reciprocating engines range in size from 700 to 31,970 horsepower and from five to 20 cylinders. The
6
government and the general industrial market for marine propulsion, power generation, and pump and compressor applications use these products. We have been building engines for over 115 years
under the Fairbanks Morse Engine brand name and we have a large installed base of engines for which we supply aftermarket parts and service. We have been the U.S. Navys supplier of choice for medium-speed diesel engines and have supplied
engines to the U.S. Navy for over 70 years.
Customers. Our Engine Products and Services segment sells its products and
services to customers worldwide, including major shipyards, municipal utilities, institutional and industrial organizations, sewage treatment plants, nuclear power plants and offshore oil and gas platforms, with approximately 6% of sales delivered
to customers outside the United States in 2012. We market our products through a direct sales force of engineers in North America and through independent agents worldwide. Our representative customers include Northrop Grumman, General Dynamics,
Lockheed Martin, the U.S. Navy, the U.S. Coast Guard, Toshiba America Nuclear Energy Corp., and Exelon. In 2012, the largest customer accounted for approximately 25% of segment revenues.
Competition. Major competitors for our Engine Products and Services segment include MTU, Caterpillar Inc., and Wartsila
Corporation. Price, delivery time, engineering and service support, and engine efficiency relating to fuel consumption and emissions drive competition.
Raw Materials and Components. Our Engine Products and Services segment purchases multiple ferrous and non-ferrous castings, forgings, plate stock and bar stock for fabrication and machining into
engines. In addition, we buy a considerable amount of precision-machined engine components. We believe all of these raw materials and components are readily available from various suppliers, but may be subject to long and variable lead times.
Research and Development
The goal of our research and development effort is to strengthen our product portfolios for traditional markets while simultaneously creating distinctive and breakthrough products. We utilize a process to
move product innovations from concept to commercialization, and to identify, analyze, develop and implement new product concepts and opportunities aimed at business growth.
We employ scientists, engineers and technicians throughout our operations to develop, design and test new and improved products. We work closely with our customers to identify issues and develop technical
solutions. The majority of our research and development spending typically is directed toward the development of new sealing products for the most demanding environments, the development of truck and trailer fleet information systems, the
development of bearing products and materials with increased load carrying capability and superior friction and wear characteristics, and the development of engine products to meet current and future emissions requirements while improving fuel
efficiencies.
Backlog
At December 31, 2012, we had a backlog of orders valued at $288.9 million compared with $351.2 million at December 31, 2011. Approximately 16% of the backlog, almost exclusively at Fairbanks
Morse Engine, is expected to be filled beyond 2013. Backlog represents orders on hand we believe to be firm. However, there is no certainty the backlog orders will result in actual sales at the times or in the amounts ordered. In addition, for most
of our business, backlog is not particularly predictive of future performance because of our short lead times and some seasonality.
7
Quality Assurance
We believe product quality is among the most important factors in developing and maintaining strong, long-term relationships with our customers. In order to meet the exacting requirements of our
customers, we maintain stringent standards of quality control. We routinely employ in-process inspection by using testing equipment as a process aid during all stages of development, design and production to ensure product quality and reliability.
These include state-of-the-art CAD/CAM equipment, statistical process control systems, laser tracking devices, failure mode and effect analysis, and coordinate measuring machines. We are able to extract numerical quality control data as a
statistical measurement of the quality of the parts being manufactured from our CNC machinery. In addition, we perform quality control tests on parts that we outsource. As a result, we are able to significantly reduce the number of defective parts
and therefore improve efficiency, quality and reliability.
As of December 31, 2012, 46 of our manufacturing facilities
were ISO 9000, QS 9000 and/or TS 16949 certified. Twenty-one of our facilities are ISO 14001 certified. OEMs are increasingly requiring these standards in lieu of individual certification procedures, and as a condition of awarding business.
Patents, Trademarks and Other Intellectual Property
We maintain a number of patents and trademarks issued by the U.S. and other countries relating to the name and design of our products and have granted licenses to some of these patents and trademarks. We
routinely evaluate the need to protect new and existing products through the patent and trademark systems in the U.S. and other countries. We also have unpatented proprietary information, consisting of know-how and trade secrets relating to the
design, manufacture and operation of our products and their use. We do not consider our business as a whole to be materially dependent on any particular patent, patent right, trademark, trade secret or license granted or group of related patents,
patent rights, trademarks, trade secrets or licenses granted.
In general, we are the owner of the rights to the products that
we manufacture and sell. However, we also license patented and other proprietary technology and processes from various companies and individuals in order to broaden our product offerings. We are dependent on the ability of these third parties to
diligently protect their intellectual property rights. In several cases, the intellectual property licenses are integral to the manufacture of our products. For example, Fairbanks Morse Engine licenses technology from MAN Diesel and its subsidiaries
for certain of the four-stroke reciprocating engines it produces. The term of the licenses varies by engine type, with one set of licenses currently in the process of being renewed through 2018, while licenses for the remaining engine types have
terms, subject to potential renewal, expiring in 2018 or 2019. A loss of these licenses or a failure on the part of the licensor to protect its own intellectual property could reduce our revenues. These licenses are subject to renewal and it is
possible we may not successfully renegotiate these licenses or they could be terminated for a material breach. If this were to occur, our business, financial condition, results of operations and cash flows could be adversely affected.
Employees and Labor Relations
We currently have approximately 4,500 employees worldwide in our continuing operations. Approximately 2,300 employees are located within the U.S., and approximately 2,200 employees are located outside the
U.S., primarily in Europe, Canada and China. Approximately 14% of our U.S. employees are members of trade unions covered by three collective bargaining agreements with contract termination dates from August 2014 to January 2018. Union agreements
relate, among other things, to wages, hours, and conditions of employment. The wages and benefits furnished are generally comparable to industry and area practices. Our deconsolidated subsidiaries, primarily GST LLC, have about 1,000 additional
employees worldwide.
8
In
addition to the risks stated elsewhere in this annual report, set forth below are certain risk factors that we believe are material. If any of these risks occur, our business, financial condition, results of operations, cash flows and reputation
could be harmed. You should also consider these risk factors when you read forward-looking statements elsewhere in this report. You can identify forward-looking statements by terms such as may, hope,
will, could, should, expect, plan, anticipate, intend, believe, estimate, predict, potential or continue,
the negative of those terms or other comparable terms. Those forward-looking statements are only predictions and can be adversely affected if any of these risks occur.
Risks Related to Our Business
Certain of our subsidiaries filed petitions to resolve
asbestos litigation.
The historical business operations of certain subsidiaries of our subsidiary, Coltec Industries
Inc (Coltec), principally GST LLC and The Anchor Packing Company (Anchor), have resulted in a substantial volume of asbestos litigation in which plaintiffs have alleged personal injury or death as a result of exposure to
asbestos fibers. Those subsidiaries manufactured and/or sold industrial sealing products, predominately gaskets and packing products, which contained encapsulated asbestos fibers. Anchor is an inactive and insolvent indirect subsidiary of Coltec.
There is no remaining insurance coverage available to Anchor and it has no assets. Our subsidiaries exposure to asbestos litigation and their relationships with insurance carriers has been actively managed through another Coltec subsidiary,
Garrison Litigation Management Group, Ltd. (Garrison, collectively with GST LLC and Anchor, GST). On the Petition Date, GST LLC, Anchor and Garrison filed voluntary petitions for reorganization under Chapter 11 of the United
States Bankruptcy Code in the U.S. Bankruptcy Court for the Western District of North Carolina in Charlotte (the Bankruptcy Court) to address these claims. These subsidiaries have been deconsolidated from our financial statements since
the Petition Date. The amount that will be necessary to fully and finally resolve the asbestos liabilities of these companies is uncertain. Several risks and uncertainties result from these filings that could have a material adverse effect on our
business, financial condition, results of operations and cash flows. Those risks and uncertainties include the following:
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possible changes in the value of the deconsolidated subsidiaries reflected in our financial statements. Our investment in GST is subject to
periodic reviews for impairment. To estimate the fair value, the Company considers many factors and uses both discounted cash flow and market valuation approaches. The Company does not adjust the assumption about asbestos claims values from the
amount reflected in the liability it recorded prior to the deconsolidation. The asbestos claims value will be determined in the Chapter 11 process, either through negotiations with claimant representatives or, absent a negotiated resolution, by the
Bankruptcy Court after contested proceedings, and accordingly adverse developments with respect to the terms of the resolution of such claims may materially adversely affect the value of our investment in GST; |
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the uncertainty of the number and per claim value of pending and potential future asbestos claims. On the Petition Date, according to Garrison,
there were more than 90,000 total claims pending against GST LLC, and approximately 5,800 claims alleging the disease mesothelioma. As a result of the initiation of the Chapter 11 proceedings, the resolution of asbestos claims is subject to the
jurisdiction of the Bankruptcy Court and the filing of the Chapter 11 cases automatically stayed the prosecution of pending asbestos bodily injury and wrongful death lawsuits, and initiation of new such lawsuits, against GST. An estimation trial for
the purpose of estimating the number and value of allowed mesothelioma claims for plan |
9
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feasibility purposes has been scheduled for July 2013. GST, on the one hand, and the claimants representatives, on the other hand, proposed different approaches to estimating allowed
asbestos personal injury claims against GST, and the Bankruptcy Court ruled that each could present its proposed approach. GST will offer a merits-based approach that focuses on its legal defenses to liability and takes account of claimants
recoveries from other sources, including trusts established in Chapter 11 cases filed by GSTs co-defendants, in estimating potential future recoveries by claimants from GST. We anticipate that the claimants representatives will offer a
settlement-based theory of estimation. Our recorded asbestos liability as of the Petition Date was $472.1 million. Neither we nor GST has endeavored to update the estimate since the Petition Date except as necessary to reflect payments of accrued
fees and the disposition of cases on appeal. As a result of those necessary updates, the liability estimate as of December 31, 2012 was $466.8 million. In each asbestos-driven Chapter 11 case that has been resolved previously, the amount of the
debtors liability has been determined as part of a consensual plan of reorganization agreed to by the debtor and its creditors, including asbestos claimants and a representative of potential future claimants. GST does not believe that there is
a reliable process by which an estimate of such a resolution can be made and therefore believes that there is no basis upon which it can revise the estimate last updated prior to the Petition Date; |
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the financial viability of our subsidiaries insurance carriers and their reinsurance carriers, and our subsidiaries ability to collect
on claims from them. Agreements with certain of these insurance carriers and the terms of applicable policies define specific annual amounts to be paid or limit the amount that can be recovered in any one year, and accordingly substantial
insurance payments for submitted claims have been deferred and are payable in installments through 2018, and an additional $36.9 million of other insurance payments may be payable only upon the conclusion of the bankruptcy process;
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the potential for asbestos exposure to extend beyond the filed entities arising from corporate veil piercing efforts or other claims by asbestos
plaintiffs. During the course of the proceedings before the bankruptcy court, the claimant representatives have asserted that affiliates of GST, including the Company and Coltec, should be held responsible for the asbestos liabilities of GST
under various theories of derivative corporate responsibility including veil-piercing and alter ego. Claimant representatives filed a motion with the bankruptcy court asking for permission to sue us based on those theories. In a decision dated
June 7, 2012, the bankruptcy court denied the claimant representatives motion without prejudice, thereby potentially allowing the representatives to re-file the motion after the estimation trial scheduled for 2013; and
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the costs of the bankruptcy proceeding and the length of time necessary to resolve the case, either through settlement or various court
proceedings. Through December 31, 2012, GST has recorded Chapter 11 case-related fees and expenses totaling $57.4 million. |
For a further discussion of the filings and the asbestos exposure of our subsidiaries, see Item 7, Managements Discussion and Analysis of Financial Condition and Results of Operations
Overview and Outlook, Contingencies Asbestos and Contingencies Subsidiary Bankruptcy, and Notes 18 and 19 to our Consolidated Financial Statements, included in this report.
Our business and some of the markets we serve are cyclical and distressed market conditions could have a material adverse effect on our business.
The markets in which we sell our products, particularly chemical companies, petroleum refineries, heavy-duty trucking,
semiconductor manufacturing, capital equipment and the automotive
10
industry, are, to varying degrees, cyclical and have historically experienced periodic downturns. Prior downturns have been characterized by diminished product demand, excess manufacturing
capacity and subsequent erosion of average selling prices in these markets resulting in negative effects on our net sales, gross margins and net income. The recent recession affected our results of operations. A prolonged and severe downward cycle
in our markets could have a material adverse effect on our business, financial condition, results of operations and cash flows.
We face
intense competition that could have a material adverse effect on our business.
We encounter intense competition in
almost all areas of our businesses. Customers for many of our products are attempting to reduce the number of vendors from which they purchase in order to reduce inventories. To remain competitive, we need to invest continuously in manufacturing,
marketing, customer service and support and our distribution networks. We also need to develop new products to continue to meet the needs and desires of our customers. We may not have sufficient resources to continue to make such investments or
maintain our competitive position. Additionally, some of our competitors are larger than we are and have substantially greater financial resources than we do. As a result, they may be better able to withstand the effects of periodic economic
downturns. Certain of our products may also experience transformation from unique branded products to undifferentiated price sensitive products. This product commoditization may be accelerated by low cost foreign competition. Changes in the
replacement cycle of certain of our products, including because of improved product quality or improved maintenance, may affect aftermarket demand for such products. Initiatives designed to distinguish our products through superior service,
continuous improvement, innovation, customer relationships, technology, new product acquisitions, bundling with key services, long-term contracts or market focus may not be effective. Pricing and other competitive pressures could adversely affect
our business, financial condition, results of operations and cash flows.
If we fail to retain the independent agents and distributors
upon whom we rely to market our products, we may be unable to effectively market our products and our revenue and profitability may decline.
Our marketing success in the U.S. and abroad depends largely upon our independent agents and distributors sales and service expertise and relationships with customers in our markets. Many of
these agents have developed strong ties to existing and potential customers because of their detailed knowledge of our products. A loss of a significant number of these agents or distributors, or of a particular agent or distributor in a key market
or with key customer relationships, could significantly inhibit our ability to effectively market our products, which could have a material adverse effect on our business, financial condition, results of operations and cash flows.
Increased costs for raw materials, the termination of existing supply agreements or disruptions of our supply chain could have a material adverse
effect on our business.
The prices for some of the raw materials we purchase increased in 2012. While we have been
successful in passing along some or all of these higher costs, there can be no assurance we will be able to continue doing so without losing customers. Similarly, the loss of a key supplier or the unavailability of a key raw material could adversely
affect our business, financial condition, results of operations and cash flows.
Reductions in the U.S. Navys requirements for
engines offered by Fairbanks Morse Engine could materially adversely affect the results of our Engine Products and Services segment.
Sales of new engines to the U.S. Navy by our Engine Products and Services segment, which have been a significant component of that segments revenues, are based on the U.S. Navys long-term
ship-building programs. We currently anticipate that the U.S. Navys requirements for new engines of this
11
type are likely to decline, which decline may be exacerbated by any curtailment in military budgets affecting the U.S. Navys ship-building programs. Unless we are able to develop
alternative markets for new engines, any such decline in demand from the U.S. Navy could materially adversely affect the results of our Engine Products and Services segment.
We have exposure to some contingent liabilities relating to discontinued operations, which could have a material adverse effect on our financial condition, results of operations or cash flows in any
fiscal period.
We have contingent liabilities related to discontinued operations of our predecessors, including
environmental liabilities and liabilities for certain products and other matters. In some instances we have indemnified others against those liabilities, and in other instances we have received indemnities from third parties against those
liabilities.
Claims could arise relating to products or other matters related to our discontinued operations. Some of these
claims could seek substantial monetary damages. For example, we could potentially be subject to the liabilities related to the firearms manufactured prior to March 1990 by Colt Firearms, a former operation of Coltec, for electrical transformers
manufactured prior to May 1994 by Central Moloney, another former Coltec operation, and for environmental liabilities associated with the pre-1985 operations of Crucible Steel Corporation a/k/a Crucible, Inc., a majority owned subsidiary of Coltec
until 1985. Coltec has ongoing obligations with regard to workers compensation, retiree medical and other retiree benefit matters associated with discontinued operations in connection with Coltecs periods of ownership of those operations.
We have insurance, reserves, and funds held in trust to address these liabilities. However, if our insurance coverage is
depleted, our reserves are not adequate, or the funds held in trust are insufficient, environmental and other liabilities relating to discontinued operations could have a material adverse effect on our financial condition, results of operations and
cash flows.
We conduct a significant amount of our sales activities outside of the U.S., which subjects us to additional business risks
that may cause our profitability to decline.
Because we sell our products in a number of foreign countries, we are
subject to risks associated with doing business internationally. In 2012, we derived approximately 45% of our revenues from sales of our products outside of the U.S. Our international operations are, and will continue to be, subject to a number of
risks, including:
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unfavorable fluctuations in foreign currency exchange rates; |
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adverse changes in foreign tax, legal and regulatory requirements; |
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difficulty in protecting intellectual property; |
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trade protection measures and import or export licensing requirements; |
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cultural norms and expectations that may sometimes be inconsistent with our Code of Conduct and our requirements about the manner in which our
employees, agents and distributors conduct business; |
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differing labor regulations; |
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political and economic instability, including instabilities associated with European sovereign debt uncertainties and the future continuity of
membership of the European Union; and |
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acts of hostility, terror or war. |
Any of these factors, individually or together, could have a material adverse effect on our business, financial condition, results of operations and cash flows.
Our operations outside the United States require us to comply with a number of United States and international regulations. For example,
our operations in countries outside the United States are subject to the Foreign Corrupt Practices Act (the FCPA), which prohibits United States companies or their agents and employees from providing anything of value to a foreign
official for the purposes of influencing any act or decision of these individuals in their official capacity to help obtain or retain business, direct business to any person or corporate entity, or obtain any unfair advantage. Our activities in
countries outside the United States create the risk of unauthorized payments or offers of payments by one of our employees or agents that could be in violation of the FCPA, even though these parties are not always subject to our control. We have
internal control policies and procedures and have implemented training and compliance programs with respect to the FCPA. However, we cannot assure that our policies, procedures and programs always will protect us from reckless or criminal acts
committed by our employees or agents. In the event that we believe or have reason to believe that our employees or agents have or may have violated applicable anti-corruption laws, including the FCPA, we may be required to investigate or have
outside counsel investigate the relevant facts and circumstances. Violations of the FCPA may result in severe criminal or civil sanctions, and we may be subject to other liabilities, which could negatively affect our business, operating results and
financial condition.
We intend to continue to pursue international growth opportunities, which could increase our exposure to
risks associated with international sales and operations. As we expand our international operations, we may also encounter new risks that could adversely affect our revenues and profitability. For example, as we focus on building our international
sales and distribution networks in new geographic regions, we must continue to develop relationships with qualified local agents, distributors and trading companies. If we are not successful in developing these relationships, we may not be able to
increase sales in these regions.
Failure to properly manage these risks could adversely affect our business, financial
condition, results of operations and cash flows.
If we are unable to protect our intellectual property rights and knowledge relating to
our products, our business and prospects may be negatively impacted.
We believe that proprietary products and
technology are important to our success. If we are unable to adequately protect our intellectual property and know-how, our business and prospects could be negatively impacted. Our efforts to protect our intellectual property through patents,
trademarks, service marks, domain names, trade secrets, copyrights, confidentiality, non-compete and nondisclosure agreements and other measures may not be adequate to protect our proprietary rights. Patents issued to third parties, whether before
or after the issue date of our patents, could render our intellectual property less valuable. Questions as to whether our competitors products infringe our intellectual property rights or whether our products infringe our competitors
intellectual property rights may be disputed. In addition, intellectual property rights may be unavailable, limited or difficult to enforce in some jurisdictions, which could make it easier for competitors to capture market share in those
jurisdictions.
Our competitors may capture market share from us by selling products that claim to mirror the capabilities of
our products or technology. Without sufficient protection nationally and internationally for
13
our intellectual property, our competitiveness worldwide could be impaired, which would negatively impact our growth and future revenue. As a result, we may be required to spend significant
resources to monitor and police our intellectual property rights.
We have made and expect to continue to make acquisitions, which could
involve certain risks and uncertainties.
We expect to continue to make acquisitions in the future. Acquisitions
involve numerous inherent challenges, such as properly evaluating acquisition opportunities, properly evaluating risks and other diligence matters, ensuring adequate capital availability and balancing other resource constraints. There are risks and
uncertainties related to acquisitions, including: difficulties integrating acquired technology, operations, personnel and financial and other systems; unrealized sales expectations from the acquired business; unrealized synergies and cost savings;
unknown or underestimated liabilities; diversion of management attention from running our existing businesses and potential loss of key management employees of the acquired business. In addition, internal controls over financial reporting of
acquired companies may not be up to required standards. Our integration activities may place substantial demands on our management, operational resources and financial and internal control systems. Customer dissatisfaction or performance problems
with an acquired business, technology, service or product could also have a material adverse effect on our reputation and business.
Our
business could be materially adversely affected by numerous other risks, including rising healthcare costs, changes in environmental laws and unforeseen business interruptions.
Our business may be negatively impacted by numerous other risks. For example, medical and healthcare costs may continue to increase.
Initiatives to address these costs, such as consumer driven health plan packages, may not successfully reduce these expenses as needed. Failure to offer competitive employee benefits may result in our inability to recruit or maintain key employees.
Other risks to our business include potential changes in environmental rules or regulations, which could negatively impact our manufacturing processes. Use of certain chemicals and other substances could become restricted or such changes may
otherwise require us to incur additional costs which could reduce our profitability and impair our ability to offer competitively priced products. Additional risks to our business include global or local events which could significantly disrupt our
operations. Terrorist attacks, natural disasters, political insurgencies, pandemics, information system failures, cybersecurity breaches, and electrical grid disruptions and outages are some of the unforeseen risks that could negatively affect our
business, financial condition, results of operations and cash flows.
Risks Related to Ownership of Our Common Stock
The market price and trading volume of our common stock may be volatile.
A relatively small number of shares traded in any one day could have a significant effect on the market price of our common stock. The
market price of our common stock could fluctuate significantly for many reasons, including in response to the risks described in this section and elsewhere in this report or for reasons unrelated to our operations, such as reports by industry
analysts, investor perceptions or negative announcements by our customers, competitors or suppliers regarding their own performance, as well as industry conditions and general financial, economic and political instability.
Because our quarterly revenues and operating results may vary significantly in future periods, our stock price may fluctuate.
Our revenue and operating results may vary significantly from quarter to quarter. A high proportion of our costs are fixed, due in part to
significant selling and manufacturing costs. Small
14
declines in revenues could disproportionately affect operating results in a quarter and the price of our common stock may fall. We may also incur charges to income to cover increases in the
estimate of our subsidiaries future asbestos liability. Other factors that could affect quarterly operating results include, but are not limited to:
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demand for our products; |
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the timing and execution of customer contracts; |
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the timing of sales of our products; |
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increases in manufacturing costs due to equipment or labor issues; |
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changes in foreign currency exchange rates; |
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changes in applicable tax rates; |
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an impairment in the value of our investment in GST; |
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an impairment of goodwill at our CPI reporting unit or other business; |
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unanticipated delays or problems in introducing new products; |
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announcements by competitors of new products, services or technological innovations; |
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changes in our pricing policies or the pricing policies of our competitors; |
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increased expenses, whether related to sales and marketing, raw materials or supplies, product development or administration;
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major changes in the level of economic activity in major regions of the world in which we do business; |
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costs related to possible future acquisitions or divestitures of technologies or businesses; |
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an increase in the number or magnitude of product liability claims; |
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our ability to expand our operations and the amount and timing of expenditures related to expansion of our operations, particularly outside the U.S.;
and |
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economic assumptions and market factors used to determine post-retirement benefits and pension liabilities. |
Various provisions and laws could delay or prevent a change of control.
The anti-takeover provisions of our articles of incorporation and bylaws, our shareholder rights plan and provisions of North Carolina law
could delay or prevent a change of control or may impede the ability of the holders of our common stock to change our management. In particular, our articles of incorporation and bylaws, among other things:
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require a supermajority shareholder vote to approve any business combination transaction with an owner of 5% or more of our shares unless the
transaction is recommended by disinterested directors; |
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limit the right of shareholders to remove directors and fill vacancies; |
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regulate how shareholders may present proposals or nominate directors for election at shareholders meetings; and |
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authorize our board of directors to issue preferred stock in one or more series, without shareholder approval. |
Future sales of our common stock in the public market could lower the market price for our common stock and adversely impact the trading price of
our convertible debentures.
In the future, we may sell additional shares of our common stock to raise capital. In
addition, a reasonable number of shares of our common stock are reserved for issuance under our equity compensation plans, including shares to be issued upon the exercise of stock options, vesting of restricted stock or unit grants, and upon
conversion of our convertible debentures. We cannot predict the size of future issuances or the effect, if any, that they may have on the market price for our common stock. The issuance and sales of substantial amounts of common stock, or the
perception that such issuances and sales may occur, could adversely affect the trading price of the debentures and the market price of our common stock.
Absence of dividends could reduce our attractiveness to investors.
We have never declared or paid cash dividends on our common stock. Moreover, our current senior secured credit facility restricts our
ability to pay cash dividends on common stock if availability under the facility falls below $20 million. As a result, our common stock may be less attractive to certain investors than the stock of companies with a history of paying regular
dividends.
Risks Related to Our Capital Structure
Our debt agreement imposes limitations on our operations, which could impede our ability to respond to market conditions, address unanticipated capital investments and/or pursue business
opportunities.
We have a senior secured revolving credit facility that imposes limitations on our operations, such as
limitations on distributions, limitations on incurrence and repayment of indebtedness, and maintenance of a fixed charge coverage financial ratio if average monthly availability is less than certain thresholds. These limitations could impede our
ability to respond to market conditions, address unanticipated capital investment needs and/or pursue business opportunities.
We may
not have sufficient cash to fund amounts payable upon a conversion of our convertible debentures or to repurchase the debentures at the option of the holder upon a change of control.
Our convertible debentures mature on October 15, 2015. The debentures are subject to conversion when one or more of the conversion
conditions specified in the indenture governing the debentures are satisfied. Upon a conversion, we will be required to make a cash payment of up to $1,000 for each $1,000 in principal amount of debentures converted. One of these conversion
conditions is based on the trading price of our common stock. The debentures become subject to conversion in the succeeding quarter, upon notice by the holders, when the closing price per share of our common stock exceeds $43.93, or 130% of the
conversion price of $33.79, for at least twenty (20) trading days during
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the last thirty (30) consecutive trading days of any calendar quarter (such amounts are subject to adjustment for specified events as set forth in the indenture). None of the conversion
conditions were satisfied at December 31, 2012, but this particular condition was met during the quarter ended June 30, 2011. No debentures were converted during the subsequent quarter ended September 30, 2011.
In addition, upon a change of control, subject to certain conditions, we will be required to make an offer to repurchase for cash all
outstanding convertible debentures at 100% of their principal amount plus accrued and unpaid interest, including liquidated damages, if any, up to but not including the date of repurchase. However, we may not have enough available cash or be able to
obtain financing at the time we are required to settle converted debentures or make repurchases of tendered debentures. Any credit facility in place at the time of a repurchase or conversion of the debentures may also limit our ability to use
borrowings to pay any cash payable on a repurchase or conversion of the debentures and may prohibit us from making any cash payments on the repurchase or conversion of the debentures if a default or event of default has occurred under that facility
without the consent of the lenders under that credit facility. Our current $175 million senior secured credit facility prohibits distributions from our subsidiaries to us to make payments of principal or interest on the debentures or payments upon
conversion of the debentures and prohibits prepayments of the debentures, in each case if a default or event of default exists or if our subsidiaries identified as borrowers under the facility fail to have either (a) pro forma average borrowing
availability under the facility greater than the greater of (i) the lesser of 25% of (A) the available borrowing base or (B) the aggregate commitments of the lenders under the credit facility or (ii) $20 million or
(b) (i) pro forma average borrowing availability under the facility greater than the greater of (A) the lesser of 20% of (I) the available borrowing base or (II) the aggregate commitments of the lenders under the credit facility
or (B) $17.5 million, and (ii) a pro forma fixed charge coverage ratio that is greater than 1.0 to 1.0. Our failure to repurchase tendered debentures at a time when the repurchase is required by the indenture or to pay any cash payable on
a conversion of the debentures would constitute a default under the indenture. A default under the indenture or the change of control itself could lead to a default under the other existing and future agreements governing our indebtedness. If the
repayment of the related indebtedness were to be accelerated after any applicable notice or grace periods, we may not have sufficient funds to repay the indebtedness and repurchase the debentures or make cash payments upon conversion thereof.
Derivative transactions may expose us to unexpected risk and potential losses.
We are party to certain derivative transactions, such as foreign exchange forward contracts and call options (hedge and warrant
transactions) with respect to our convertible debentures, with financial institutions to hedge against certain financial risks. In light of current economic uncertainty and potential for financial institution failures, we may be exposed to the risk
that our counterparty in a derivative transaction may be unable to perform its obligations as a result of being placed in receivership or otherwise. In the event a counterparty to a material derivative transaction is unable to perform its
obligations thereunder, we may experience losses material to our results of operations and financial condition.
ITEM 1B. |
UNRESOLVED STAFF COMMENTS |
Not applicable.
We are
headquartered in Charlotte, North Carolina and have 61 primary manufacturing facilities in 12 countries, including the U.S. The following table outlines the location, business segment and size of our largest facilities, along with whether we own or
lease each facility:
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Location |
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Segment |
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Owned/ Leased |
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Size (Square Feet) |
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U.S. |
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Palmyra, New York* |
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Sealing Products |
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Owned |
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568,000 |
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Berea, Kentucky |
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Sealing Products |
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Owned |
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240,000 |
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Longview, Texas |
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Sealing Products |
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Owned |
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219,000 |
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Rome, Georgia |
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Sealing Products |
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Leased |
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175,000 |
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Paragould, Arkansas |
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Sealing Products |
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Owned |
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142,000 |
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Thorofare, New Jersey |
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Engineered Products |
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Owned |
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120,000 |
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Beloit, Wisconsin |
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Engine Products and Services |
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Owned |
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433,000 |
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Foreign |
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Mexico City, Mexico* |
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Sealing Products |
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Owned |
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131,000 |
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Neuss, Germany |
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Sealing Products |
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Leased |
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146,000 |
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Saint Etienne, France |
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Sealing Products |
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Owned |
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108,000 |
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Annecy, France |
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Engineered Products |
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Owned |
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196,000 |
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Heilbronn, Germany |
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Engineered Products |
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Owned |
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127,000 |
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Sucany, Slovakia |
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Engineered Products |
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Owned |
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109,000 |
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* |
These facilities are owned by GST LLC or one of its subsidiaries, which were deconsolidated from our Consolidated Financial Statements on the Petition Date.
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Our manufacturing capabilities are flexible and allow us to customize the manufacturing process to increase
performance and value for our customers and meet particular specifications. We also maintain numerous sales offices and warehouse facilities in strategic locations in the U.S., Canada and other countries. We believe our facilities and equipment are
generally in good condition and are well maintained and able to continue to operate at present levels.
ITEM 3. |
LEGAL PROCEEDINGS |
Descriptions of environmental, asbestos and legal matters are included in Item 7 of this annual report under the heading
Managements Discussion and Analysis of Financial Condition and Results of Operations Contingencies and in Note 19 to our Consolidated Financial Statements, which descriptions are incorporated by reference herein.
On June 5, 2010, GST LLC, Anchor and Garrison filed voluntary petitions for reorganization under Chapter 11 of the United States
Bankruptcy Code in the U.S. Bankruptcy Court for the Western District of North Carolina in Charlotte (the Bankruptcy Court) as a result of tens of thousands of pending and expected future asbestos personal injury claims. The status of
these proceedings is set forth in Managements Discussion and Analysis of Financial Condition and Results of Operations Contingencies Subsidiary Bankruptcy Update, which is incorporated by reference. Other
matters relevant to such proceedings are set forth in Managements Discussion and Analysis of Financial Condition and Results of Operations Contingencies Asbestos, which is incorporated by reference herein. The Company
is also subject to certain environmental and other legal matters which are included in Note 19 to the Consolidated Financial Statements in this report, which is incorporated herein by reference.
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
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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
We were not subject to any penalties associated with any failure to disclose reportable transactions under
Section 6707A of the Internal Revenue Code.
ITEM 4. |
MINE SAFETY DISCLOSURES |
Not Applicable
EXECUTIVE OFFICERS OF THE REGISTRANT
Information concerning our executive officers is set forth below:
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Name |
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Age |
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Position |
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Stephen E. Macadam |
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52 |
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President, Chief Executive Officer and Director |
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Alexander W. Pease |
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41 |
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Senior Vice President and Chief Financial Officer |
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Richard L. Magee |
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55 |
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Senior Vice President |
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Rick A. Bonen-Clark |
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41 |
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Principal Accounting Officer and Assistant Controller |
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David S. Burnett |
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46 |
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Vice President, Treasury and Tax |
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J. Milton Childress II |
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55 |
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Vice President, Strategic Planning and Business Development |
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Jon A. Cox |
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47 |
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President, Stemco |
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Anthony R. Gioffredi |
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54 |
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|
President, Compressor Products International |
|
|
|
Dale A. Herold |
|
|
46 |
|
|
President, Garlock |
|
|
|
Gilles Hudon |
|
|
53 |
|
|
President, Technetics Group |
|
|
|
Cynthia A. Marushak |
|
|
49 |
|
|
Vice President, Talent and Organization Development |
|
|
|
Robert P. McKinney |
|
|
49 |
|
|
Vice President, Human Resources |
|
|
|
Robert S. McLean |
|
|
48 |
|
|
Vice President, General Counsel and Secretary |
|
|
|
Marvin A. Riley |
|
|
38 |
|
|
President, Fairbanks Morse Engine |
|
|
|
Eric A. Vaillancourt |
|
|
50 |
|
|
President, Garlock Sealing Products |
|
|
|
Kenneth D. Walker |
|
|
44 |
|
|
President, GGB |
19
Stephen E. Macadam has served as our Chief Executive Officer and President and as a director
since April 2008. Prior to accepting these positions with EnPro, Mr. Macadam served as Chief Executive Officer of BlueLinx Holdings Inc. since October 2005. Before joining BlueLinx Holdings Inc., Mr. Macadam was the President and Chief
Executive Officer of Consolidated Container Company LLC since August 2001. He served previously with Georgia-Pacific Corp. where he held the position of Executive Vice President, Pulp & Paperboard from July 2000 until August 2001, and the
position of Senior Vice President, Containerboard & Packaging from March 1998 until July 2000. Mr. Macadam held positions of increasing responsibility with McKinsey and Company, Inc. from 1988 until 1998, culminating in the role of
principal in charge of McKinseys Charlotte, North Carolina operation. Mr. Macadam is a director of Georgia Gulf Corporation. During the past five years, Mr. Macadam served as a director of BlueLinx Holdings Inc. and Solo Cup Company.
Alexander W. Pease is currently Senior Vice President and Chief Financial Officer and has held these positions since May
2011. Mr. Pease joined EnPro in February 2011 and served as Senior Vice President until his appointment as Chief Financial Officer. In addition to his finance responsibilities, Mr. Pease also has responsibility for strategy, supply chain,
and IT. Prior to agreeing to join the Company in February 2011, Mr. Pease was a principal with McKinsey and Company, Inc., where he was a leader in the Global Energy and Materials and Operations practices. Prior to joining McKinsey,
Mr. Pease spent six years in the United States Navy as a SEAL Team leader with a wide range of international operating experience.
Richard L. Magee is currently Senior Vice President of EnPro. From 2002 to May 2012 he served as Senior Vice President, General Counsel and Secretary of EnPro. He served as a consultant to Goodrich
Corporation from October 2001 through December 2001, and was employed by Coltec Industries Inc from January 2002 through April 2002. Prior to that, Mr. Magee was Senior Vice President, General Counsel and Secretary of United Dominion
Industries, Inc. from April 2000 until July 2001, having previously served as Vice President, Secretary and General Counsel. Mr. Magee was a partner in the Charlotte, North Carolina law firm Robinson, Bradshaw & Hinson, P.A. prior to
joining United Dominion in 1989.
Rick A. Bonen-Clark was appointed to serve as the principal accounting officer of EnPro in
February 2013. Since March 2012, Mr. Bonen-Clark has served as the Assistant Corporate Controller of the Company. Prior to joining EnPro, Mr. Bonen-Clark held a number of positions with Duke Energy Corporation, from May 2001 to March 2012,
including Director, Tax Accounting, Director and Controller for Duke Energy Generation Services, Finance Director and Assistant to the CFO, Sarbanes-Oxley implementation team Manager, and Internal Audit Manager. Prior to joining Duke Energy,
Mr. Bonen-Clark served as an assurance and transaction services manager for Deloitte & Touche, LLP in Charlotte, NC from April 2000 to April 2001 and for KPMG, LLP in Zurich, Switzerland and Raleigh, NC from September 1993 to March
2000 in various assurance and transaction advisory roles. Mr. Bonen-Clark is a Certified Public Accountant.
David S.
Burnett is currently Vice President, Treasury and Tax, and Treasurer, and has held these positions since February 2012, after having previously served as Director, Tax from July 2010 to February 2012. Prior to joining EnPro, Mr. Burnett was a
Director at PricewaterhouseCoopers LLP in Charlotte, North Carolina from November 2004 to July 2010, and from September 2001 to November 2004 in the Washington National Tax Services office in Washington, DC. Prior to PricewaterhouseCoopers LLP, he
was a Senior Manager in Grant Thornton LLPs Office of Federal Tax Services in Washington, D.C. Mr. Burnett is both a Certified Public Accountant and a Certified Treasury Professional.
J. Milton Childress II is currently Vice President, Strategic Planning and Business Development and has held this position since February
2006, after having joined the EnPro corporate staff in December
20
2005. He was a co-founder of and served from October 2001 through December 2005 as Managing Director of Charlotte-based McGuireWoods Capital Group. Prior to that, Mr. Childress was Senior
Vice President, Planning and Development of United Dominion Industries, Inc. from December 1999 until May 2001, having previously served as Vice President. Mr. Childress held a number of positions with Ernst & Young LLPs
corporate finance consulting group prior to joining United Dominion in 1992.
Jon Cox is currently President, Stemco division,
and has held this position since May 2007. Mr. Cox joined the Stemco division in 1995 as its Vice President of Engineering, was promoted to global Vice President of Engineering of the Garlock division in 1999 and prior to that served as Vice
President and General Manager of Garlock Klozure. Mr. Coxs career began with Federal-Mogul Corporation where he spent 11 years in increasing roles of responsibility in the engineering group.
Anthony R. Gioffredi is currently President, Compressor Products International division, and has held this position since August
2006. In addition to his responsibilities at CPI, since 2006 Mr. Gioffredi has overseen EnPros engine products and services segment. Mr. Gioffredi previously served as Vice President of Operations for the Fairbanks Morse
division from 2001 to 2003, as Vice President and General Manager of CPI from 2003-2006 and as President, Fairbanks Morse Engine from 2006 to 2009. Prior to joining EnPro, Mr. Gioffredi was Vice President and General Manager for the
reciprocating compressor division of Dresser-Rand from 1998 to 2001. His previous experience also includes 15 years at Westinghouse Electric Corporation in its power generation business unit.
Dale A. Herold is currently President, Garlock division, and has held this position since September 2009. In addition,
Mr. Herold has responsibility for Human and Organizational Development at EnPro. Mr. Herold served as Vice President, Continuous Improvement, of EnPro from August 2008 to September 2009. Prior to joining EnPro, Mr. Herold was a
regional Vice President for BlueLinx Holdings Inc. from October 2007 to August 2008 and Vice President, Marketing and Sales Excellence from January 2006 to October 2007. Prior to joining BlueLinx, Mr. Herold worked in a variety of marketing and
manufacturing roles at Consolidated Container Company from March 2004 to January 2006, and at General Electric from July 1989 to March 2004. Mr. Herold served as President and Manager of GST LLC when, on June 5, 2010, GST LLC and certain
affiliated companies filed a voluntary petition for reorganization under Chapter 11 of the United States Bankruptcy Code as the initial step in a process to resolve all current and future asbestos claims.
Gilles Hudon is currently President, Technetics Group division, and has held this position since August, 2011 after having previously
served as Vice-President and General Manager of Garlocks High Performance Seals Group from August 2009 to 2011, as Vice-President and General Manager of Garlock Helicoflex from 2007 to 2009, and as Vice-President and General Manager of Garlock
Canada from 2005 to 2007. Prior to joining EnPro, Mr. Hudon was President of Uniflex Technologies, a Canadian manufacturing company.
Cynthia A. Marushak is currently Vice President, Talent and Organization Development, of EnPro, and has held this position since January, 2012. Ms. Marushak previously served as Vice President,
Human Resources for the Garlock division from September 2009 to January, 2012, Director, Learning and Development, for EnPro, from August 2008 to August 2009 and as Director, Learning and Development, for the Garlock division, from January 2008 to
August 2008. Prior to joining EnPro, Ms. Marushak worked as Senior Professional Services Consultant at SuccessFactors in California.
Robert P. McKinney is currently Vice President, Human Resources and Deputy General Counsel and has held these positions since May 2012. Mr. McKinney served as Vice President, Human Resources, from
April 2008 to May 2012 and as Deputy General Counsel from May 2002 to April 2008. Prior to joining EnPro, Mr. McKinney was General Counsel at Tredegar Corporation and Assistant General Counsel with The Pittston Company, both in Richmond,
Virginia. From 1990 to 1999, Mr.
21
McKinney was employed by United Dominion Industries, Inc. in Charlotte, North Carolina, as Corporate Counsel and subsequently Assistant General Counsel. Prior to joining United Dominion, he was
an associate with the Charlotte office of Smith, Helms, Mulliss & Moore (now a part of McGuireWoods, LLP).
Robert S.
McLean is currently Vice President, General Counsel and Secretary of EnPro and has held this position since May 2012. Mr. McLean served as Vice President, Legal and Assistant Secretary from April 2010 to May 2012. Prior to joining EnPro,
Mr. McLean was a partner at the Charlotte, North Carolina law firm of Robinson Bradshaw & Hinson P.A., which he joined in 1995. Prior to joining Robinson Bradshaw & Hinson, Mr. McLean worked with the Atlanta office of the
King & Spalding law firm and the Charlotte office of the Smith, Helms, Mullis & Moore law firm (now part of McGuireWoods, LLP), after which he was the Assistant General Counsel and Secretary of the former Carolina Freight
Corporation (now part of Arkansas Best Corporation).
Marvin A. Riley is currently President, Fairbanks Morse Engine division,
and has held this position since May 2012. Prior to that he served as Vice President, Manufacturing, of EnPro since December 2011. Mr. Riley served as Vice President Global Operations, GGB division, from November 2009 until November 2011 and as
Vice President Operations Americas, GGB division, from July 2007 until November 2011. Prior to joining EnPro, he was an executive with General Motors Vehicle Manufacturing where he held multiple positions of increasing responsibility from 1997 to
2007 within General Motors.
Eric A. Vaillancourt is currently President, Garlock Sealing Products, Garlock division, and has
held this position since June 2012. Mr. Vaillancourt served as Vice President, Sales and Marketing of the Garlock division from 2009 to 2012. Prior to joining EnPro, Mr. Vaillancourt held positions of increasing responsibility with
Bluelinx Corporation from 1988 to 2009, culminating in his position as Regional Vice President North-Sales and Distribution.
Kenneth D. Walker is currently President, GGB division, and has held this position since 2010. Before that, Mr. Walker was Corporate
Vice President, Continuous Improvement for EnPro, after having served as Vice President and General Manager of GGB Americas from 2006 through 2009, as Vice President and General Manager of Plastomer Technologies from 2003 through 2006, and as Vice
President, Sales and Marketing at Plastomer Technologies from 2001 to 2002. Prior to joining Plastomer Technologies, Mr. Walker worked in a variety of business development and general management roles at G5 Technologies and W. L.
Gore & Associates.
PART II
ITEM 5. |
MARKET FOR REGISTRANTS COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES |
Our common stock is publicly traded on the New York Stock Exchange (NYSE) under the symbol NPO.
As of February 18, 2013, there were 4,419 holders of record of our common stock. The price range of our common stock from
January 1, 2011 through December 31, 2012 is listed below by quarter:
22
|
|
|
|
|
|
|
|
|
|
|
Low Sale Price |
|
|
High Sale Price |
|
Fiscal 2012: |
|
|
|
|
|
|
|
|
Fourth Quarter |
|
$ |
35.43 |
|
|
$ |
40.99 |
|
Third Quarter |
|
|
32.34 |
|
|
|
39.34 |
|
Second Quarter |
|
|
35.79 |
|
|
|
44.50 |
|
First Quarter |
|
|
33.04 |
|
|
|
41.49 |
|
|
|
|
Fiscal 2011: |
|
|
|
|
|
|
|
|
Fourth Quarter |
|
$ |
27.22 |
|
|
$ |
37.61 |
|
Third Quarter |
|
|
28.93 |
|
|
|
49.94 |
|
Second Quarter |
|
|
36.33 |
|
|
|
48.46 |
|
First Quarter |
|
|
35.77 |
|
|
|
44.25 |
|
We did not declare any cash dividends to our shareholders during 2011 or 2012. For a discussion of the
restrictions on payment of dividends on our common stock, see Managements Discussion and Analysis of Financial Condition and Results of Operations Liquidity and Capital Resources Dividends.
The following table sets forth all purchases made by us or on our behalf or any affiliated purchaser, as defined in Rule
10b-18(a)(3) under the Exchange Act, of shares of our common stock during each month in the fourth quarter of 2012.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Period |
|
(a) Total Number of Shares (or Units) Purchased |
|
|
(b) Average Price Paid per Share (or Unit) |
|
|
(c) Total Number of Shares (or
Units) Purchased as Part of Publicly Announced Plans or Programs (1) |
|
|
(d) Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May
Yet Be Purchased Under the Plans or Programs (1) |
|
October 1 October 31, 2012 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
November 1 November 30, 2012 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 1 December 31, 2012 |
|
|
487 |
(1) |
|
$ |
40.90 |
(1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
487 |
(1) |
|
$ |
40.90 |
(1) |
|
|
|
|
|
|
|
|
(1) |
A total of 487 shares were transferred to a rabbi trust that we established in connection with our Deferred Compensation Plan for Non-Employee Directors, pursuant to
which non-employee directors may elect to defer directors fees into common stock units. Coltec, which is a wholly owned subsidiary of EnPro, furnished these shares in exchange for management and other services provided by EnPro. These shares
were valued at a price of $40.90 per share, the closing price of our common stock on December 31, 2012. We do not consider the transfer of shares from Coltec in this context to be pursuant to a publicly announced plan or program.
|
23
CUMULATIVE TOTAL RETURN PERFORMANCE GRAPH
Set forth below is a line graph showing the yearly change in the cumulative total shareholder return for our common
stock as compared to similar returns for the Russell 2000® Stock Index and a group of our peers (the Peer
Group) consisting of Actuant Corporation, Barnes Group, Inc., Clarcor, Inc., Circor International, Inc., Kaydon Corporation and Robbins & Myers, Inc.
Each of the returns is calculated assuming the investment of $100 in each of the securities on December 31, 2007, and reinvestment of dividends into additional shares of the respective equity
securities when paid. The graph plots the respective values beginning on December 31, 2007, and continuing through December 31, 2012. Past performance is not necessarily indicative of future performance.
COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*
Among Enpro Industries, Inc., the Russell 2000 Index, and a Peer Group
*$100 invested on 12/31/07 in stock or index, including reinvestment of dividends.
Fiscal year ending December 31.
ITEM 6. |
SELECTED FINANCIAL DATA |
The following historical consolidated financial information as of and for each of the years ended December 31, 2012, 2011, 2010,
2009 and 2008 has been derived from, and should be read together with, our audited Consolidated Financial Statements and the related notes, for each of those years. The audited Consolidated Financial Statements and related notes as of
December 31, 2012 and 2011, and for the years ended December 31, 2012, 2011 and 2010, are included elsewhere in this annual report. The information presented below with respect to the last three completed fiscal years should also be read
together with Item 7, Managements Discussion and Analysis of Financial Condition and Results of Operations.
24
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, |
|
|
|
2012* |
|
|
2011* |
|
|
2010* |
|
|
2009 |
|
|
2008 |
|
|
|
(as adjusted, in millions, except per share data) |
|
|
|
|
|
|
|
Statement of Operations Data: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales |
|
$ |
1,184.2 |
|
|
$ |
1,105.5 |
|
|
$ |
865.0 |
|
|
$ |
803.0 |
|
|
$ |
993.8 |
|
Income (loss) from continuing operations |
|
$ |
41.0 |
|
|
$ |
44.2 |
|
|
$ |
61.3 |
|
|
$ |
(143.6 |
) |
|
$ |
32.8 |
|
|
|
|
|
|
|
Balance Sheet Data: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets |
|
$ |
1,370.9 |
|
|
$ |
1,252.1 |
|
|
$ |
1,148.3 |
|
|
$ |
1,221.2 |
|
|
$ |
1,333.8 |
|
Long-term debt (including current portion) |
|
$ |
185.3 |
|
|
$ |
150.2 |
|
|
$ |
135.8 |
|
|
$ |
130.4 |
|
|
$ |
134.5 |
|
Notes payable to GST |
|
$ |
248.1 |
|
|
$ |
237.4 |
|
|
$ |
227.2 |
|
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
|
Per Common Share Data Diluted: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from continuing operations |
|
$ |
1.90 |
|
|
$ |
2.06 |
|
|
$ |
2.96 |
|
|
$ |
(7.19 |
) |
|
$ |
1.56 |
|
* |
Results of the deconsolidated entities since the Petition Date are not included. See Note 18 to our Consolidated Financial Statements. |
ITEM 7. |
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
The following is managements discussion and analysis of certain significant factors that have affected our consolidated
financial condition and operating results during the periods included in the accompanying audited Consolidated Financial Statements and the related notes. You should read the following discussion in conjunction with our audited Consolidated
Financial Statements and the related notes, included elsewhere in this annual report.
Forward-Looking Statements
This report contains certain statements that are forward-looking statements as that term is defined under the Private
Securities Litigation Reform Act of 1995 (the Act) and releases issued by the Securities and Exchange Commission (the SEC). The words may, hope, will, should,
could, expect, plan, anticipate, intend, believe, estimate, predict, potential, continue, and other expressions which are
predictions of or indicate future events and trends and which do not relate to historical matters identify forward-looking statements. We believe that it is important to communicate our future expectations to our shareholders, and we therefore make
forward-looking statements in reliance upon the safe harbor provisions of the Act. However, there may be events in the future that we are not able to accurately predict or control, and our actual results may differ materially from the expectations
we describe in our forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause our actual results, performance or achievements to differ materially from anticipated future
results, performance or achievements expressed or implied by such forward-looking statements. We advise you to read further about certain of these and other risk factors set forth in Item 1A of this annual report, entitled Risk
Factors. We undertake no obligation to publicly update or revise any forward-looking statement, either as a result of new information, future events or otherwise. Whenever you read or hear any subsequent written or oral forward-looking
statements attributed to us or any person acting on our behalf, you should keep in mind the cautionary statements contained or referred to in this section.
25
Overview and Outlook
Overview. We design, develop, manufacture, service and market proprietary engineered industrial products. We have 61 primary manufacturing facilities located in 12 countries, including the United
States.
We manage our business as three segments: a Sealing Products segment, an Engineered Products segment, and an Engine
Products and Services segment.
Our Sealing Products segment designs, manufactures and sells sealing products, including:
metallic, non-metallic and composite material gaskets; dynamic seals; compression packing; resilient metal seals; elastomeric seals; hydraulic components; expansion joints; heavy-duty truck wheel-end component systems, including brake products;
flange sealing and isolation products; pipeline casing spacers/isolators; casing end seals; modular sealing systems for sealing pipeline penetrations; hole forming products; manhole infiltration sealing systems; safety-related signage for pipelines;
bellows and bellows assemblies; pedestals for semiconductor manufacturing; PTFE products; conveyor belting; and sheeted rubber products. These products are used in a variety of industries, including chemical and petrochemical processing, petroleum
extraction and refining, pulp and paper processing, heavy-duty trucking, power generation, food and pharmaceutical processing, primary metal manufacturing, mining, water and waste treatment, aerospace, medical, filtration and semiconductor
fabrication. In many of these industries, performance and durability are vital for safety and environmental protection. Many of our products are used in applications that are highly demanding, e.g., where extreme temperatures, extreme pressures,
corrosive environments, strict tolerances, and/or worn equipment make product performance difficult.
Our Engineered Products
segment includes operations that design, manufacture and sell self-lubricating, non-rolling, metal-polymer, solid polymer and filament wound bearing products, aluminum blocks for hydraulic applications and precision engineered components and
lubrication systems for reciprocating compressors. These products are used in a wide range of applications, including the automotive, pharmaceutical, pulp and paper, natural gas, health, power generation, machine tools, air treatment, refining,
petrochemical and general industrial markets.
Our Engine Products and Services segment designs, manufactures, sells and
services heavy-duty, medium-speed diesel, natural gas and dual fuel reciprocating engines. The United States government and the general markets for marine propulsion, power generation, and pump and compressor applications use these products and
services.
The historical business operations of certain subsidiaries of our subsidiary, Coltec Industries Inc
(Coltec), principally Garlock Sealing Technologies LLC (GST LLC) and The Anchor Packing Company (Anchor), have resulted in a substantial volume of asbestos litigation in which plaintiffs have alleged personal
injury or death as a result of exposure to asbestos fibers. Information about GST LLCs asbestos litigation is contained in this Managements Discussion and Analysis of Financial Condition and Results of Operations in the
Asbestos subsection of the Contingencies section.
On June 5, 2010 (the Petition
Date), GST LLC, Anchor and Garrison Litigation Management Group, Ltd. (Garrison) filed voluntary petitions for reorganization under Chapter 11 of the United States Bankruptcy Code in the U.S. Bankruptcy Court for the Western
District of North Carolina in Charlotte (the Bankruptcy Court). GST LLC, Anchor and Garrison are sometimes referred to collectively as GST in this report. The filings were the initial step in a claims resolution process. GST
LLC is one of the businesses in our broader Garlock group. GST LLC and its subsidiaries operate five significant manufacturing facilities, including operations in Palmyra, New York and Houston, Texas. The filings did not include EnPro Industries,
Inc., or any other EnPro Industries, Inc. operating subsidiary.
26
GST LLC now operates in the ordinary course under court protection from asbestos claims. All
pending litigation against GST is stayed during the process. We address our actions to permanently resolve GST LLCs asbestos litigation in this Managements Discussion and Analysis of Financial Condition and Results of Operations in the
Garlock Sealing Technologies LLC and Garrison Litigation Management Group, Ltd. section.
The financial results of
GST and subsidiaries are included in our consolidated results through June 4, 2010, the day prior to the Petition Date. However, U.S. generally accepted accounting principles require an entity that files for protection under the U.S. Bankruptcy
Code, whether solvent or insolvent, whose financial statements were previously consolidated with those of its parent, as GSTs and its subsidiaries were with ours, generally must be prospectively deconsolidated from the parent and the
investment accounted for using the cost method. At deconsolidation, our investment was recorded at its estimated fair value as of June 4, 2010, resulting in a gain for reporting purposes. The cost method requires us to present our ownership
interests in the net assets of GST at the Petition Date as an investment and not recognize any income or loss from GST and subsidiaries in our results of operations during the reorganization period. Our investment of $236.9 million as of
December 31, 2012 and 2011, was subject to periodic reviews for impairment. When GST emerges from the jurisdiction of the Bankruptcy Court, the subsequent accounting will be determined based upon the applicable facts and circumstances at such
time, including the terms of any plan of reorganization. See Note 18 to the Consolidated Financial Statements in this Form 10-K for condensed financial information of GST and subsidiaries.
During 2012, 2011, and 2010, we completed a number of acquisitions and a disposition of a business. Please refer to Acquisitions
and Dispositions in Item 1 Business for additional discussion regarding these transactions.
We completed
our required annual impairment test of goodwill as of October 1, 2012. The estimated fair value of our CPI reporting unit, included in our Engineered Products segment, exceeded its book value by 10% and 37% in 2012 and 2011,
respectively. There is $55.4 million of goodwill allocated to CPI. The fair value of the CPI reporting unit was calculated using both discounted cash flow and market valuation approaches. The key assumptions used for the discounted cash flow
approach include business projections, growth rates, and a discount rate of 10.3%. The discount rate we use is based on our weighted average cost of capital. For the market approach, we chose a group of 14 companies we believe are representative of
our diversified industrial peers. We used a 70% weighting for the discounted cash flow valuation approach and a 30% weighting for the market valuation approach, reflecting our belief that the discounted cash flow valuation approach provides a better
indicator of value since it reflects the specific cash flows anticipated to be generated in the future by the business. For sensitivity purposes, a 100-basis-point increase in the discount rate would result in this reporting unit exceeding its 2012
book value by 2%. Conversely, a 100-basis-point decrease in the discount rate would result in this reporting unit exceeding its 2012 book value by 21%.
The future cash flows modeled for CPI are dependent on certain cost savings restructuring initiatives and a customer-focused organizational realignment, both launched in 2012. Non-recurring restructuring
expenses in 2012 were $2.3 million. In addition, approximately $5.5 million of 2012 labor and facilities cost was removed from our future cost structure. The customer-focused organizational realignment during 2012 was critical to price and volume
opportunities identified while developing the 2013 forecast. While there is uncertainty associated with the customer price and volume opportunities, only a portion of these opportunities were forecasted in the future cash flow model utilized for
goodwill impairment testing.
27
Finally, we are dependent on the strength of our customers and their respective industries
to achieve sales forecasted for 2013. Except for 2013, which is based on a detailed forecast, the remaining years in the cash flow model are based on the 2013 forecast, adjusted for assumed macro-economic forecasts for Industrial Production
changes at each of our major geographic markets per the DuPont Economic outlook as of September 2012. Since our products serve a variety of industries, Industrial Production is a good indicator for demand changes for our products and services. The
nominal growth rates for 2014 and beyond, are approximately 6%, 3%, and 15% for North America, Europe, and Asia, respectively.
Management believes that all assumptions used were reasonable based on historical operating results and expected future trends. However,
if future operating results are unfavorable as compared with forecasts, the results of future goodwill impairment evaluations could be negatively affected.
We determined all other reporting units had fair values substantially in excess of carrying values and there were no subsequent indicators of impairment through December 31, 2012.
Outlook
Although there are indications our markets may improve in the second half of 2013, we expect conditions encountered in the second half of
2012 to persist into the first half of 2013. In the first quarter of 2013, we expect sales and segment profit to be less than they were in the first quarter of 2012, when activity in our markets and demand for our products were significantly above
current levels. Sales will benefit from the inclusion of Motorwheel in the first quarter; however, we anticipate that benefit will be more than offset by soft demand from the markets served by the Sealing Products and Engineered Products segments
and lower sales in the Engine Products and Services segment. Since we do not currently anticipate shipping any engines under the completed contract revenue recognition method in the first quarter of 2013, we expect Engine Products and Services sales
to be 25% to 30% below the first quarter of 2012, when four engines were shipped under the completed contract revenue recognition method. We expect segment profit margins in the first quarter of 2013 will reflect lower volumes and a less profitable
product mix in the Sealing Products segment.
We believe conditions may improve in our industrial markets by the second half
of 2013. However, we anticipate any growth in sales to those markets will be offset by a decline in full year sales in the Engine Products and Services segment. Although we currently expect the segment to ship a higher number of engines in 2013 than
was shipped in 2012, revenues for these engines will be recognized only under percentage of completion accounting. We expect the segments full year 2013 sales to decline by about 15% in comparison to 2012.
Our effective tax rate is directly affected by the relative proportions of revenue and income before taxes in the jurisdictions in which
we operate. Based on the expected mix of domestic and foreign earnings, we anticipate our effective tax rate to remain lower than the U.S. statutory rate primarily due to the earnings in lower rate foreign jurisdictions. In the U.S., we benefit from
certain tax incentives such as the deduction for domestic production activities, and credits for research and development. Discrete tax events may cause our effective rate to fluctuate on a quarterly basis. Certain events, including, for example,
acquisitions and other business changes, which are difficult to predict, may also cause our effective tax rate to fluctuate. We are subject to changing tax laws, regulations, and interpretations in multiple jurisdictions. Corporate tax reform
continues to be a priority in the U.S. and other jurisdictions. Changes to the tax system in the U.S. could have significant effects, positive and negative, on our effective tax rate, and on our deferred tax assets and liabilities.
In January 2013, the United States Congress passed the American Taxpayer Relief Act of 2012 which retroactively extended various tax
provisions applicable to the Company. As a result, we expect
28
that our income tax provision for the first quarter of 2013 will include a tax benefit which will significantly reduce our effective tax rate for the quarter and to a lesser extent the annual
effective tax rate for 2013.
The IRS completed the field examination for our 2008, 2009, and 2010 U.S. federal income tax
returns during the third quarter of 2012, which resulted in incremental taxes payable of $1.5 million and tax expense of $1.4 million. As a result of the IRSs conclusion of its field examination, we reduced our liability for uncertain tax
positions by $2.4 million to reflect amounts determined to be effectively settled, which lowered income tax expense by $1.9 million. Finally, we recorded $1.2 million of additional income tax expense related to the 2011 tax return filed in the third
quarter of 2012. Although the IRS fieldwork was completed with respect to the 2008, 2009, and 2010 tax returns, we disagreed with and protested certain adjustments included in the audit results. While these audit years remain open, the only items
under appeal that are not considered to be effectively settled relate to our deconsolidated GST operations. No further recognition of income tax expense or benefit to the Companys results is expected, however, should there ultimately be an
assessment against the combined tax group the Company would be responsible for payment and then seek a reimbursement from GST, which may be classified as a noncurrent receivable. The Company believes the position will be sustained, and the entire
as-filed tax return amount has been recognized. Should the position be lost, additional taxes of approximately $39.5 million, plus potential interest and penalties, would become payable.
Our U.S. defined benefit plans continue to be underfunded. Based on currently available data, which is subject to
change, we estimate we will be required to make contributions to the U.S. defined benefit plans in 2013 totaling approximately $19.1 million. We expect 2013 contributions to non-U.S. defined benefit plans to be insignificant. Additional significant
cash contributions to the U.S. defined benefit plans are likely to be required in 2014 and beyond. Future contribution requirements depend on pension asset returns, pension valuation assumptions, plan design, and legislative actions. In July 2012,
the President signed the Moving Ahead for Progress in the 21st Century Act (MAP-21). Although MAP-21 reduced short-term minimum pension contribution requirements in 2012 and 2013, we expect additional significant cash contributions to be required in 2014 and beyond.
We estimate that annual GAAP pension expense in 2013 will be $11.1 million, which is $1.3 million less than in 2012. The decrease in pension expense is primarily due to the strong performance of the pension assets, partially offset by a decrease in
the discount rate used in the actuarial computations.
In connection with our growth strategy, we will continue to evaluate
acquisitions in 2013; however, the effect of such acquisitions cannot be predicted and therefore is not reflected in this outlook.
We address our outlook on our actions to permanently resolve GST LLCs asbestos litigation in this Managements Discussion and Analysis of Financial Condition and Results of Operations
Garlock Sealing Technologies LLC and Garrison Litigation Management Group, Ltd. section.
Results of Operations
The following table does not include results for GST and subsidiaries after the day preceding the Petition Date. See Note
18 to our Consolidated Financial Statements in this Form 10-K for condensed financial information for GST and subsidiaries.
29
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31, |
|
|
|
2012 |
|
|
2011 |
|
|
2010 |
|
|
|
(in millions) |
|
Sales |
|
|
|
|
|
|
|
|
|
|
|
|
Sealing Products |
|
$ |
609.1 |
|
|
$ |
534.9 |
|
|
$ |
397.6 |
|
Engineered Products |
|
|
363.0 |
|
|
|
386.7 |
|
|
|
302.5 |
|
Engine Products and Services |
|
|
214.6 |
|
|
|
185.8 |
|
|
|
166.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,186.7 |
|
|
|
1,107.4 |
|
|
|
866.1 |
|
Intersegment sales |
|
|
(2.5 |
) |
|
|
(1.9 |
) |
|
|
(1.1 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total sales |
|
$ |
1,184.2 |
|
|
$ |
1,105.5 |
|
|
$ |
865.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment Profit |
|
|
|
|
|
|
|
|
|
|
|
|
Sealing Products |
|
$ |
88.8 |
|
|
$ |
81.2 |
|
|
$ |
70.3 |
|
Engineered Products |
|
|
20.5 |
|
|
|
29.2 |
|
|
|
16.3 |
|
Engine Products and Services |
|
|
39.2 |
|
|
|
30.6 |
|
|
|
35.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total segment profit |
|
|
148.5 |
|
|
|
141.0 |
|
|
|
122.1 |
|
|
|
|
|
Corporate expenses |
|
|
(32.3 |
) |
|
|
(32.6 |
) |
|
|
(36.7 |
) |
Interest expense, net |
|
|
(42.8 |
) |
|
|
(39.6 |
) |
|
|
(25.9 |
) |
Asbestos-related expenses |
|
|
|
|
|
|
|
|
|
|
(23.3 |
) |
Other income (expense), net |
|
|
(9.9 |
) |
|
|
(3.8 |
) |
|
|
46.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations before income taxes |
|
$ |
63.5 |
|
|
$ |
65.0 |
|
|
$ |
82.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment profit is total segment revenue reduced by operating, restructuring and other expenses
identifiable with the segment. Corporate expenses include general corporate administrative costs. Expenses not directly attributable to the segments, corporate expenses, net interest expense, asbestos-related expenses, gains/losses or impairments
related to the sale of assets, and income taxes are not included in the computation of segment profit. The accounting policies of the reportable segments are the same as those for EnPro.
2012 Compared to 2011
Sales of $1,184.2 million in 2012 increased 7% from $1,105.5 million in 2011. The following table illustrates the effects of key factors resulting in the change in sales by segment:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales |
|
Percent Change 2012 vs. 2011 |
|
increase/(decrease) |
|
Acquisitions (1) |
|
|
Foreign Currency (2) |
|
|
Engine Revenue |
|
|
Other |
|
|
Total |
|
EnPro Industries, Inc. |
|
|
9 |
% |
|
|
(3 |
%) |
|
|
1 |
% |
|
|
0 |
% |
|
|
7 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sealing Products |
|
|
15 |
% |
|
|
(2 |
%) |
|
|
n/a |
|
|
|
1 |
% |
|
|
14 |
% |
Engineered Products |
|
|
2 |
% |
|
|
(4 |
%) |
|
|
n/a |
|
|
|
(4 |
%) |
|
|
(6 |
%) |
Engine Products & Services |
|
|
0 |
% |
|
|
0 |
% |
|
|
8 |
% |
|
|
7 |
% |
|
|
15 |
% |
Following are key points regarding changes in sales for 2012 compared to 2011:
|
(1) |
A discussion of the following acquisitions is included in the Acquisitions and Dispositions subsection of Item 1 Business
of this report: Motorwheel Commercial Vehicle Systems, Inc. (Motorwheel) acquired in April 2012 and included in the Sealing Products segment; Tara Technologies Corporation (Tara) acquired in July 2011 and
included in the Sealing Products segment; Pipeline Seal and Insulator, Inc. (PSI) acquired in February 2011 and included in the Sealing Products segment; PI Bearing Technologies (PI Bearings)
|
30
|
acquired in August 2011 and included in the Engineered Products segment and the Mid Western group of companies (Mid Western) acquired in February 2011 and included in
Engineered Products segment. |
|
(2) |
The reported U.S. dollar value of sales was 3% lower than last year due to the unfavorable effect of foreign currency exchange rate fluctuations. This was primarily the
result of a weakening euro, as compared to the US dollar. Garlock and Technetics in the Sealing Products segment and GGB and CPI in the Engineered Products segment have significant operations in Europe. |
Segment profit, managements primary measure of how our operations perform, increased 5% to $148.5 million in 2012 from $141.0
million in 2011. Earnings from acquisitions contributed $9.0 million while selected price increases generated $13.4 million. These favorable changes were partially offset by unfavorable foreign exchange fluctuations of $3.2 million, an increase in
restructuring costs of $3.6 million, volume reductions of $4.4 million and higher SG&A costs.
Corporate expenses for 2012
declined by $0.3 million compared to 2011. The decline was driven by a decrease in employee incentive compensation of $3.1 million, offset by higher consulting and management expenses of $1.9 million and higher directors share-based
compensation of $0.9 million.
Net interest expense in 2012 was $42.8 million compared to $39.6 million in 2011. The increase
in net interest expense was caused primarily by higher borrowings on the senior secured revolving credit facility.
Other
expense, net in 2012 was $9.9 million compared to $3.8 million in 2011. The increase was caused primarily by a $2.9 million gain recorded on the guaranteed investment contract (GIC) in 2011 and a current year increase in
environmental-related expenses of $1.2 million and in our expenses associated with GSTs bankruptcy proceedings of $0.5 million as compared to 2011. Refer to Note 19, Commitments and Contingencies Crucible Steel Corporation a/k/a
Crucible, Inc. in our Consolidated Financial Statements in this Form 10-K for additional information about the GIC and the Crucible Back-Up Trust.
Income tax expense in 2012 was $22.5 million compared to $20.8 million reported in 2011. The increase in tax expense reflects an increase in the effective tax rate to 35.3% in 2012 from 32.1% in 2011,
when applied to comparable pre-tax income in both periods. In the U.S., we historically have benefited from federal income tax incentives such as the deduction for domestic production activities and credits for research and development. However, as
of December 31, 2012, certain tax incentives expired and were not renewed before the end of 2012. These include the research and experimentation credit, certain employment credits, and an exclusion for passive income earned by controlled
foreign corporations. In January 2013, the United States Congress passed the American Taxpayer Relief Act (ATRA) of 2012 which retroactively extended these tax provisions. The effective tax rate above reflects the tax law that was in place as of
December 31, 2012. Had the ATRA been enacted prior to January 1, 2013, our overall tax expense would have been approximately $20.9 million, resulting in an overall effective tax rate of 32.7%. This $1.6 million difference will be reflected
in tax expense during the first quarter of 2013.
Income from continuing operations was $41.0 million, or $1.90 per share, in
2012 compared to $44.2 million, or $2.06 per share, in 2011. Earnings per share are expressed on a diluted basis.
Following
is a discussion of operating results for each segment during the year:
Sealing Products. Sales of $609.1 million in
2012 were 14% higher than the $534.9 million reported in 2011. The increase in sales includes 15 percentage points due to the acquisitions of Tara ($41.7 million), Motorwheel ($33.0 million), and PSI ($6.8 million) and one percentage point due to
price
31
increases. These increases were partially offset by a two percentage point decline in sales due to unfavorable foreign currency exchange rates.
Segment profit increased to $88.8 million in 2012 from $81.2 million in 2011. Acquisitions contributed $9.0 million toward the increase
in segment profit, primarily due to Tara ($4.4 million) and Motorwheel ($4.2 million) and selected net price increases contributed $8.4 million. These increases were partially offset by unfavorable foreign currency fluctuations of $1.7 million and
an unfavorable change in volume and mix of $5.2 million. Selling, general, and administrative costs increased by $2.7 million, driven mainly by increased payroll costs and travel. Operating margins for the segment declined to 14.6% in 2012 from
15.2% in 2011.
Engineered Products. Sales of $363.0 million in 2012 were 6% lower than the $386.7 million reported in
2011. Sales volumes were down a net six percentage points due primarily to declines in European automotive and industrial manufacturing segments at GGB and continued weak demand at CPI in European industrial and refining markets and in certain North
American markets, including the natural gas region of Western Canada; these unfavorable changes in sales were partially offset by improvements in China and Australia. Unfavorable foreign exchange rates hurt segment sales by four percent, or $16.1
million. The acquisitions of PI Bearings ($6.3 million) and Mid Western ($3.5 million) in 2011 favorably affected 2012 sales by 2 percentage points. Selected price increases also contributed two percent to segment sales.
Segment profit in 2012 was $20.5 million, down by $8.7 million from $29.2 million in 2011. Segment profit was negatively impacted by
$10.2 million, primarily as a result of a decline in sales volumes. In addition, increased restructuring costs of $3.4 million and unfavorable foreign exchange rate fluctuations of $1.6 million, as compared to 2011, were also unfavorable to segment
profit. Selected price increases, net of higher costs, contributed $3.7 million to segment profit and decreases in selling, general, and administrative costs contributed an additional $2.8 million to segment profits. Operating margins for the
segment were 5.6% in 2012, which declined from the 7.6% reported last year.
Engine Products and Services. Sales
increased 15% to $214.6 million in 2012 from $185.8 million in 2011, due primarily to an increase in engine revenue of eight percent. Although 14 engines were shipped in each year, revenue for eight of the engines shipped in 2012 was recognized over
the past 18 months under percentage of completion accounting, which began in the third quarter of 2011 for new engine programs. Revenues for six engines shipped in 2012 and all engines shipped in 2011 were accounted for under the completed contract
method. Sales of aftermarket parts in the government and nuclear generation industries contributed six percentage points to the increased sales. New environmental upgrade products, developed in late 2011, generated two percent in additional sales,
partially offset by lower service revenue.
The segment reported a profit of $39.2 million in 2012 compared to $30.6 million
in 2011. Segment profit improved by $6.6 million due to higher engine revenue. In addition, the segment recorded a $1.4 million estimated warranty expense in 2011 to repair a specific engine component in a series of U.S. Navy ships. The segment also
recorded a $3.0 million estimated loss on an engine contract in 2011. These large costs during 2011 were partly offset by benefits booked in the same period of 2011 related to reimbursements on the canceled South Texas Project (nuclear business) of
$1.8 million and the favorable resolution of a legal matter amounting to $0.5 million. Operating margins increased to 18.3% in 2012 from 16.5% in 2011.
2011 Compared to 2010
Sales of $1,105.5 million in 2011 increased
28% from $865.0 million in 2010. The following table illustrates the effects of key factors resulting in the change in sales by segment:
32
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales |
|
Percent Change 2011 vs. 2010 |
|
increase/(decrease) |
|
Acquisitions |
|
|
Foreign Currency |
|
|
Engine Revenue |
|
|
Other |
|
|
Total |
|
EnPro Industries, Inc. |
|
|
20 |
% |
|
|
2 |
% |
|
|
4 |
% |
|
|
2 |
% |
|
|
28 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sealing Products |
|
|
33 |
% |
|
|
2 |
% |
|
|
n/a |
|
|
|
0 |
% |
|
|
35 |
% |
Engineered Products |
|
|
13 |
% |
|
|
4 |
% |
|
|
n/a |
|
|
|
11 |
% |
|
|
28 |
% |
Engine Products & Services |
|
|
0 |
% |
|
|
0 |
% |
|
|
23 |
% |
|
|
(11 |
)% |
|
|
12 |
% |
Sales from acquisitions completed in 2010 and 2011 contributed about 20 percentage points to the
increase. In addition, sales increased as a result of higher volumes in the Sealing Products and Engineered Products segments as we captured improvements in 2011 in nearly all of our customer markets. Selected price increases we instituted in 2011
also contributed to the increase in sales compared to 2010. Sales in the Engine Products and Services segment grew 12% primarily due to shipping more engines, with higher average revenue per engine, and incremental revenue related to using the
percentage-of-completion accounting method beginning in the third quarter of 2011. Changes in foreign exchange rates added two percentage points to the sales increase. Sales in 2010 included GST LLC through the Petition Date while sales in 2011
excluded GST LLCs sales for the full year as a result of the deconsolidation of GST LLC effective on the Petition Date. Sales from GST LLC to third parties in 2010 through the Petition Date were $77.7 million.
Segment profit, managements primary measure of how our operations perform, increased 15% to $141.0 million in 2011 from $122.1
million in 2010. Earnings from acquisitions completed in 2010 and 2011 contributed about six percentage points to the improvement. Segment profit also increased due to the higher volumes in the Sealing Products and Engineered Products segments,
especially in Engineered Products, while price increases in these segments essentially offset net cost increases in 2011 compared to 2010. These year-over-year improvements were reduced by the deconsolidation of GST LLC effective on the Petition
Date. Segment profit in 2010 included GST LLC through the Petition Date while segment profit in 2011 excluded GST LLCs operating income for the full year as a result of the deconsolidation of GST LLC effective on the Petition Date. Segment
profit for GST LLC in 2010 through the Petition Date was $14.0 million.
The improvements in the Sealing Products and
Engineered products segments were partially offset by the decline in earnings in the Engine Products and Services segment caused by lower margins on the higher engine shipments, a decrease in higher margin parts and services revenue, and provisions
for a warranty matter and an anticipated contract loss. Segment operating margins were lower also due to the inclusion of acquired businesses with lower than average margins as compared to the other businesses in the segment. Changes in foreign
exchange rates added two percentage points to the segment profit increase. As a result of these changes, segment margins, defined as segment profit divided by sales, declined from 14.1% in 2010 to 12.8% in 2011. Excluding the Engine Parts and
Services segment, segment margins declined only slightly from 12.4% in 2010 to 12.0% in 2011.
Corporate expenses for 2011
declined by $4.1 million compared to 2010 primarily due to lower medical expenses, directors share-based compensation, and consulting expenses partially offset by higher salary and managements incentive compensation expenses.
Net interest expense in 2011 was $39.6 million compared to $25.9 million in 2010. The increase in net interest expense was caused
primarily by the deconsolidation of GST and the inclusion of interest expense on notes payable to GST LLC in our results, which previously was eliminated in our consolidated results. We also incurred interest expense in 2011 on new borrowings on the
senior secured revolving credit facility.
33
Due to the deconsolidation of GST, asbestos-related expenses during 2011 were zero, which
represented a decrease of $23.3 million compared to 2010.
Other income (expense), net in 2011 includes the $2.9 million gain
recorded upon the contribution of the GIC from the Crucible Back-Up Trust to our defined benefit plan assets. In connection with the deconsolidation of GST, we recorded a pre-tax gain of $54.1 million in 2010. The gain is discussed in the
Garlock Sealing Technologies LLC and Garrison Litigation Management Group, Ltd. section of this Managements Discussion and Analysis of Financial Condition and Results of Operations.
We recorded an income tax expense of $20.8 million on pre-tax income from continuing operations of $65.0 million in 2011,
resulting in an effective tax rate of 32.1%. Our effective tax rate in 2011 was lower than the U.S. statutory rates, primarily due to the earnings in lower rate foreign jurisdictions. In the U.S., we also benefited from certain tax incentives such
as the deduction for domestic production activities and credits for research and development. During 2010, our effective tax rate was 25.8% as we recorded an income tax expense of $21.3 million on pre-tax income from continuing operations of
$82.6 million. The income tax expense in 2010 was favorably affected by the restructuring of part of our GGB operation in Europe, as well as the overall jurisdictional mix of earnings.
Income from continuing operations was $61.3 million, or $2.96 per share, in 2010 compared to $44.2 million, or $2.06 per share, in 2011.
Earnings per share are expressed on a diluted basis.
Net income for 2011 was the same as income from continuing operations.
Including discontinued operations, which only affected our 2010 results, net income was $155.4 million in 2010, or $7.51 per share. Earnings per share are expressed on a diluted basis.
Following is a discussion of operating results for each segment during the year:
Sealing Products. Sales of $534.9 million in 2011 were 35% higher than the $397.6 million reported in 2010. The increase in sales
included 33 percentage points due to the acquisitions of PSI ($60.7 million), Tara ($28.6 million), and Rome Tool & Die ($42.4 million). Increases in volume, reflecting improved markets and increased market share, plus selected net price
increases since 2010 were essentially offset by the sales decrease caused by the deconsolidation of GST. Sales from GST LLC to third parties in 2010 through the Petition Date were $77.7 million. The consolidated Garlock operations experienced
improved demand in several markets including oil and gas, and rubber products, and in Europe and Asia. Technetics Group demand was higher in 2011 in most markets and in several product lines. Stemco reported large increases in OEM (about 50%), brake
products (about 95%), and aftermarket demand (about 10%) and prices increased about 4%. Favorable foreign exchange rates contributed about two percentage points to the sales increase.
Segment profit of $81.2 million in 2011 increased 16% compared to the $70.3 million reported in 2010. Despite higher volumes, some
contribution from the acquisitions, and price increases, which nearly offset all cost increases, Garlock earnings declined because of the deconsolidation of GST LLC effective on the Petition Date. Segment profit for GST LLC in 2010 through the
Petition Date was $14.0 million. Earnings at Technetics increased in 2011 compared to 2010, but the increase was less than the improvement in sales because of lower incremental earnings at the acquired businesses. Stemco reported an increase in
profit in connection with its higher volumes, including its acquired business, which was reduced by cost increases in excess of selected price increases in 2011. Operating margins for the Stemco brake products acquisition in 2011 were lower than the
historical business. Operating margins for the segment decreased to 15.2% in 2011 from 17.7% in 2010.
34
Engineered Products. Sales of $386.7 million in 2011 were 28% higher than the $302.5
million reported in 2010. The increase in sales included 13 percentage points due to the acquisitions of CC Technology, Progressive Equipment, and Premier Lubrication Systems ($16.4 million), Mid Western ($17.8 million) and PI Bearing Technologies
($4.2 million). In addition, sales for GGB and CPI in 2011 increased $26.0 million as both operations continued to capture higher volume from improvements in several markets and $7.9 million due to selected price increases. Favorable foreign
exchange rates contributed $12.6 million or four percentage points to the segments sales growth.
The segment profit in
2011 was $29.2 million, which was 79% higher than the $16.3 million reported in 2010. Increased profits at GGB and CPI came primarily from higher volumes of $9.8 million and selected price increases of $7.9 million, partially offset by cost
increases of $6.2 million in materials and SG&A. Acquisitions completed in 2010 and 2011 added $0.7 million to the increase and changes in foreign exchange rates added $1.7 million. Operating margins for the segment were 7.6% in 2011, which
improved from the 5.4% reported in 2010.
Engine Products and Services. Sales increased 12% from $166.0 million in 2010
to $185.8 million in 2011. Sales increased $29.0 million due to shipping 14 engines in 2011 versus 12 engines in 2010, with a higher average price per engine in 2011 due to the types of engines shipped. Additionally, the Engine Products and Services
segment also recognized incremental revenue of $9.6 million related to using the percentage-of-completion accounting method for new or nearly new engine programs beginning in the third quarter of 2011. These increases were partially offset by a
decline in parts and services revenue in 2011.
The segment reported a profit of $30.6 million in 2011 compared to $35.5
million in 2010. A lower margin mix of engine shipments in 2011, the decrease in higher margin aftermarket parts and services activity, and net cost increases contributed to the decrease in segment profit. In addition, the segment recorded a $1.4
million estimated warranty expense to repair a specific engine component in a series of U.S. Navy ships. The segment also recorded a $3 million estimated loss on an engine contract. The expected contract loss was a result of detrimental changes in
the market for nuclear power plant emergency power engines after the tsunami in Japan, which caused costs per nuclear-related engine to be higher than expected, and the original engine costs for the program were underestimated. These large costs
were partially offset by cost reimbursements related to the canceled South Texas Project of approximately $1.8 million, which reduced expenses in the third quarter of 2011; the favorable resolution of a legal matter, amounting to $0.5 million; and
approximately $1.5 million of incremental profit related to the use of percentage-of-completion accounting beginning in the third quarter of 2011. Operating margins dropped from 21.4% in 2010 to 16.5% in 2011.
Restructuring and Other Costs
Restructuring expense was $5.0 million, $1.4 million and $0.9 million for 2012, 2011 and 2010, respectively. During 2012, we initiated a number of restructuring activities throughout our operations, the
most significant of which were at our Garlock, GGB and CPI businesses. At both Garlock and CPI, we consolidated several of our North American manufacturing operations and service centers into other existing sites. At GGB, we reduced the size of our
workforce, primarily in Europe, as activity slowed in their markets. In addition, GGB also shut down their fluid film bearing product line, which began as a new product development effort a few years ago. Ultimately, the product did not prove to be
commercially viable, and we made the decision to shut down production. Workforce reductions announced as a result of our 2012 restructuring activities totaled 189 salaried administrative and hourly manufacturing positions, most of which had been
terminated by December 31, 2012.
35
Liquidity and Capital Resources
Cash requirements for, but not limited to, working capital, capital expenditures, acquisitions, pension contributions, and debt repayments
have been funded from cash balances on hand, revolver borrowings and cash generated from operations. We are proactively pursuing acquisition opportunities. It is possible our cash requirements for one or more of these acquisition opportunities could
exceed our cash balance at the time of closing. Should we need additional capital, we have other resources available, which are discussed in this section under the heading of Capital Resources.
As of December 31, 2012, we held no cash and cash equivalents in the United States and approximately $54 million in cash and cash
equivalents outside of the United States. If the funds held outside the United States were needed for our operations in the U.S., we have several methods to repatriate without significant tax effects, including repayment of intercompany loans or
distributions of previously taxed income. Other distributions may require us to incur U.S. or foreign taxes to repatriate these funds. However, as discussed in Note 5 to our Consolidated Financial Statements, our intent is to permanently reinvest
these funds outside the U.S. and our current plans do not demonstrate a need to repatriate cash to fund our U.S. operations.
Cash Flows
Operating activities provided $118.2 million, $81.4 million and $35.7 million in 2012, 2011 and 2010, respectively. The increase in operating cash flows in 2012 versus 2011 was primarily attributable to a
significant increase in working capital in 2011 of $25.3 million as compared to a $1.1 million decrease in 2012. Working capital needs in 2012 remained relatively constant with the levels at the end of 2011. Lower cash taxes paid of approximately
$15 million also contributed to higher cash provided by operating activities in 2012 as compared to 2011. The lower cash taxes paid included $3.4 million of tax refunds in 2012 from overpayments in 2010 and $6.8 million in tax overpayments in 2011
applied to 2012. The increase in operating cash flows in 2011 versus 2010 was primarily attributable to our increased earnings and the tax payment resulting from the gain on the sale of Quincy Compressor made in 2010, which did not recur in 2011,
partially offset by higher contributions to the U.S. defined benefit plans in 2011. In 2012 and 2011, GST reported $30.4 million and $44.2 million of operating cash flows, respectively, which were not included in our results.
We used $125.6 million, net, and $260.7 million, net, in 2012 and 2011, respectively, and received $109.7 million, net, in 2010, for
investing activities. In 2012, we used $85.3 million net of cash acquired to purchase Motorwheel. Please refer to Acquisitions and Dispositions in Part I, Item 1 Business for additional discussion regarding this
transaction. We also invested $40.9 million in capital expenditures across all of our businesses. In 2011, we used $228.2 million net of cash acquired to purchase six businesses. Please refer to Acquisitions and Dispositions in Part I,
Item 1 Business for additional discussion regarding these transactions. We also spent $34.3 million for capital expenditures across all of our businesses. The net cash inflow provided by investing activities in 2010 resulted
from the proceeds of the divestiture of Quincy Compressor. This cash receipt was partially offset by capital expenditures and the cash retained by GST LLC and its subsidiaries in connection with their deconsolidation. The deconsolidation of GST LLC
is discussed further in this Managements Discussion and Analysis of Financial Condition and Results of Operations in the Garlock Sealing Technologies LLC and Garrison Litigation Management Group, Ltd. section.
Financing activities of continuing operations provided $29.5 million, net, in 2012 and included net borrowings on the senior secured
revolving credit facility of $28.3 million. Financing activities of continuing operations consumed $9.4 million, net, in 2011 and included our first borrowings on the senior secured revolving credit facility of $3.8 million, net, and the payment of
related party notes to GST LLC of $13.1 million. Financing activities of continuing operations in 2010 included repayment of $6.1
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million of related-party debt, which previously was eliminated in consolidation prior to the deconsolidation of GST LLC.
Capital Resources
Senior Secured Revolving Credit Facility.
Our primary U.S. operating subsidiaries, other than GST LLC, are parties to a senior secured revolving credit facility with a maximum availability of $175 million, $30 million of which may be used for letters of credit. Actual borrowing
availability under the credit facility is determined by reference to a borrowing base of specified percentages of eligible accounts receivable, inventory, equipment and certain real property, and is reduced by usage of the facility, including
outstanding letters of credit, and any reserves. Under certain conditions, we may request an increase to the facility maximum availability by up to $50 million to $225 million in total. Any increase is dependent on obtaining future lender
commitments for those amounts, and no current lender has any obligation to provide such commitment. The credit facility matures on July 17, 2015, unless, prior to that date, our convertible debentures are paid in full, refinanced on certain
terms, or defeased, in which case the facility will mature on March 30, 2016.
Borrowings under the credit facility are
secured by specified assets of ours and our U.S. operating subsidiaries, other than GST LLC, and primarily include accounts receivable, inventory, equipment, certain real property, deposit accounts, intercompany loans, intellectual property and
related contract rights, general intangibles related to any of the foregoing and proceeds related to the foregoing. Subsidiary capital stock is not included as collateral.
Outstanding borrowings under the credit facility bear interest at a rate equal to, at our option, either: (1) a base/prime rate plus an applicable margin, or (2) the adjusted one, two, three or
six-month LIBOR rate plus an applicable margin. Pricing under the credit facility at any particular time is determined by reference to a pricing grid based on average daily availability under the facility for the immediately prior fiscal quarter.
Under the pricing grid, the applicable margins range from 0.75% to 1.25% for base/prime rate loans and from 1.75% to 2.25% for LIBOR loans. At December 31, 2012, the applicable margin for base/prime rate loans was 1.00% and the applicable
margin for LIBOR loans was 2.00%. The undrawn portion of the credit facility is subject to an unused line fee calculated at an annual rate of 0.375%. Outstanding letters of credit are subject to an annual fee equal to the applicable margin for LIBOR
loans under the credit facility as in effect from time to time, plus a fronting fee on the aggregate undrawn amount of the letters of credit at an annual rate of 0.125%.
The credit agreement contains customary covenants and restrictions for an asset-based credit facility, including a fixed charge test if availability falls below certain thresholds, and negative covenants
limiting certain: fundamental changes (such as merger transactions); loans; incurrence of debt other than specifically permitted debt; transactions with affiliates that are not on arms-length terms; incurrence of liens other than specifically
permitted liens; repayment of subordinated debt (except for scheduled payments in accordance with applicable subordination documents); prepayments of other debt; dividends; asset dispositions other than as specifically permitted; and acquisitions
and other investments other than as specifically permitted.
As long as the amount available for borrowing under the facility
exceeds $20 million, the limitation on fixed asset dispositions is not applicable. The limitations on acquisitions, investments in foreign subsidiaries, dividends (including those required to make payments on our convertible debentures), incurrence
of certain cash collateral liens and prepayment of debt other than subordinated debt are generally not applicable if certain financial conditions are satisfied related to the facility.
The credit facility contains events of default including, but not limited to, nonpayment of principal or interest, violation of
covenants, breaches of representations and warranties, cross-default to
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other debt, bankruptcy and other insolvency events, material judgments, certain ERISA events, actual or asserted invalidity of loan documentation and certain changes of control of the Company.
The actual borrowing availability at December 31, 2012, under our senior secured revolving credit facility was $90.7
million after giving consideration to $3.8 million of letters of credit outstanding and $34.3 million of revolver borrowings. The maximum amount borrowed under this facility during 2012 was $112.0 million.
Convertible Debentures. We issued $172.5 million of convertible debentures in 2005. The debentures bear interest at an annual rate
of 3.9375%, and we pay accrued interest on April 15 and October 15 of each year. The debentures will mature on October 15, 2015, unless they are converted prior to that date. The debentures are direct, unsecured and unsubordinated
obligations and rank equal in priority with our unsecured and unsubordinated indebtedness and will be senior in right of payment to all subordinated indebtedness. They effectively rank junior to our secured indebtedness to the extent of the value of
the assets securing such indebtedness. The debentures do not contain any financial covenants. Holders may convert the debentures into cash and shares of our common stock at an initial conversion rate of 29.5972 shares of common stock per $1,000
principal amount of debentures, which is equal to an initial conversion price of $33.79 per share, subject to adjustment, before the close of business on October 15, 2015. Upon conversion, we would deliver (i) cash equal to the lesser of
the aggregate principal amount of the debentures to be converted or our total conversion obligation, and (ii) shares of our common stock in respect of the remainder, if any, of our conversion obligation. Conversion is permitted only under
certain conditions, none of which were satisfied as of December 31, 2012.
For a discussion of the potential liquidity
issues and risks we could face in the event some or all of the Debentures are converted, see Part I, Item 1A, Risk Factors We may not have sufficient cash to repurchase our convertible debentures at the option of the holder or upon
a change of control or to pay the cash payable upon a conversion in this report.
We used a portion of the net proceeds
from the sale of the debentures to enter into call options, i.e., hedge and warrant transactions, which entitle us to purchase shares of our stock from a financial institution at $33.79 per share and entitle the financial institution to purchase
shares of our stock from us at $46.78 per share. This will reduce potential dilution to our common stockholders from conversion of the Debentures and have the effect to us of increasing the conversion price of the debentures to $46.78 per share.
Related Party Notes. Effective as of January 1, 2010, Coltec entered into a $73.4 million Amended and Restated
Promissory Note due January 1, 2017 (the Coltec Note) in favor of GST LLC, and our subsidiary Stemco LP entered into a $153.8 million Amended and Restated Promissory Note due January 1, 2017, in favor of GST LLC (the
Stemco Note, and together with the Coltec Note, the Intercompany Notes). The Intercompany Notes amended and replaced promissory notes in the same principal amounts which were initially issued in March 2005, and which expired
on January 1, 2010.
The Intercompany Notes bear interest at 11% per annum, of which 6.5% is payable in cash and
4.5% is added to the principal amount of the Intercompany Notes as payment-in-kind (PIK) interest. If GST LLC is unable to pay ordinary course operating expenses, under certain conditions, GST LLC can require Coltec and Stemco to pay in
cash the accrued PIK interest necessary to meet such ordinary course operating expenses, subject to a cap of 1% of the principal balance of each Intercompany Note in any calendar month and 4.5% of the principal balance of each Intercompany Note in
any year. The interest due under the Intercompany Notes may be satisfied through offsets of amounts due under intercompany services agreements pursuant to which the Company provides certain corporate services, makes available access to group
insurance coverage to GST, makes advances to third party providers related to payroll and certain benefit plans sponsored by GST, and permits employees of GST to participate in certain of the
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Companys benefit plans. In 2012 and 2011, PIK interest of $10.7 million and $10.2 million, respectively, was added to the principal balance of the Intercompany Notes, resulting in a total
Notes Payable to GST balance of $248.1 million.
The Coltec Note is secured by Coltecs pledge of certain of its equity
ownership in specified U.S. subsidiaries. The Stemco Note is guaranteed by Coltec and secured by Coltecs pledge of its interest in Stemco. The Notes are subordinated to any obligations under the Companys senior secured revolving credit
facility.
Garlock Sealing Technologies LLC and Garrison Litigation Management Group, Ltd.
The historical business operations of GST LLC and Anchor have resulted in a substantial volume of asbestos litigation in which plaintiffs
have alleged personal injury or death as a result of exposure to asbestos fibers. Those subsidiaries manufactured and/or sold industrial sealing products, predominately gaskets and packing, containing encapsulated asbestos fibers. Anchor is an
inactive and insolvent indirect subsidiary of Coltec. The Companys subsidiaries exposure to asbestos litigation and their relationships with insurance carriers have been managed through another Coltec subsidiary, Garrison.
On the Petition Date, GST LLC, Anchor and Garrison filed voluntary petitions for reorganization under Chapter 11 of the United States
Bankruptcy Code in Bankruptcy Court. The filings were the initial step in a claims resolution process, which is ongoing. The goal of the process is an efficient and permanent resolution of all current and future asbestos claims through court
approval of a plan of reorganization, which is expected to establish a trust to which all asbestos claims will be channeled for resolution. GST intends to seek an agreement with asbestos claimants and other creditors on the terms of a plan for the
establishment of such a trust and repayment of other creditors in full, or in the absence of such an agreement an order of the Bankruptcy Court confirming such a plan.
Prior to its deconsolidation effective on the Petition Date, GST LLC and its subsidiaries operated as part of the Garlock group of companies within EnPros Sealing Products segment. GST LLC designs,
manufactures and sells sealing products, including metallic, non-metallic and composite material gaskets, rotary seals, compression packing, resilient metal seals, elastomeric seals, hydraulic components, and expansion joints. GST LLC and its
subsidiaries operate five primary manufacturing facilities, including GST LLCs operations in Palmyra, New York and Houston, Texas.
Garrisons principal business historically has been to manage the defense of all asbestos-related litigation affecting the Companys subsidiaries, principally GST LLC and Anchor, arising from
their sale or use of products or materials containing asbestos, and to manage, bill and collect available insurance proceeds. When it commenced business in 1996, Garrison acquired certain assets of GST LLC and assumed certain liabilities stemming
from asbestos-related claims against GST LLC. Garrison is not itself a defendant in asbestos-related litigation and has no direct liability for asbestos-related claims. Rather, it has assumed GST LLCs liability for such claims and agreed to
indemnify GST LLC from liability with respect to such claims. Anchor was a distributor of products containing asbestos and was acquired by GST LLC in 1987. Anchor has been inactive and insolvent since 1993.
The financial results of GST and subsidiaries have been excluded from our consolidated results since the Petition Date. The investment in
GST is presented using the cost method during the reorganization period and is subject to periodic reviews for impairment. The cost method requires us to present our ownership interests in the net assets of GST at the Petition Date as an investment
and to not recognize any income or loss from GST and subsidiaries in our results of operations during the reorganization period. When GST emerges from the jurisdiction of the Bankruptcy Court, the subsequent accounting will be determined based upon
the applicable circumstances and facts at such time, including
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the terms of any plan of reorganization. See Note 18 to our Consolidated Financial Statements for condensed financial information for GST and subsidiaries.
GSTs third party sales and operating income from the date of deconsolidation through December 31, 2010, were $104.9 million
and $16.5 million, respectively.
GST is included in our consolidated U.S. federal income tax return and certain state
combined income tax returns. As the parent of these consolidated tax groups, we are liable for, and pay, income taxes owed by the entire group. We have agreed with GST to allocate group taxes to GST based on the U.S. consolidated tax return
regulations and current accounting guidance. This method generally allocates current and deferred taxes to GST as if it were a separate taxpayer. As a result, we carry an income tax receivable from GST related to this allocation. At
December 31, 2012, this amount was approximately $33 million. This receivable is expected to be collected in the future, subject to GSTs reorganization and the terms thereof.
As a result of the deconsolidation of GST, we conducted an analysis to compare the fair market value of GST to its book value. Based on
this analysis, we recognized a $54.1 million non-cash pre-tax gain on the deconsolidation of GST in the second quarter of 2010. The fair value of GST, net of taxes on the gain on deconsolidation, was recorded at $236.9 million. Our $236.9 million
investment value is subject to periodic reviews for impairment. GST will be presented using the cost method during the reorganization period.
We have assessed GST LLCs and Garrisons liquidity position as a result of the bankruptcy filing and believe they can continue to fund their operating activities, and those of their
subsidiaries, and meet their capital requirements for the foreseeable future. However, the ability of GST LLC and Garrison to continue as going concerns is dependent upon their ability to resolve their ultimate asbestos liability in the bankruptcy
from their net assets, future cash flows, and available insurance proceeds, whether through the confirmation of a plan of reorganization or otherwise. As a result of the bankruptcy filing and related events, there can be no assurance the carrying
values of the assets, including the carrying value of the business and the tax receivable, will be realized or that liabilities will be liquidated or settled for the amounts recorded. In addition, a plan of reorganization, or rejection thereof,
could change the amounts reported in the GST LLC and Garrison financial statements and cause a material change in the carrying amount of our investment. For additional information about GSTs bankruptcy proceeding, see Note 18 to our
Consolidated Financial Statements and the sections entitled Contingencies Subsidiary Bankruptcy, and -Asbestos in this Managements Discussion and Analysis of Financial Condition and Results of Operation.
Dividends
To date, we have not paid dividends and we do not intend to pay a dividend in the foreseeable future. If availability under our senior secured revolving credit facility falls below $20 million, we would
be limited in our ability to pay dividends. As of December 31 and throughout 2012, we exceeded this minimum threshold. The indenture that governs the convertible debentures does not restrict us from paying dividends.
Critical Accounting Policies and Estimates
The preparation of our Consolidated Financial Statements, in accordance with accounting principles generally accepted in the United States, requires us to make estimates and judgments that affect the
reported amounts of assets, liabilities, revenues and expenses, and related disclosures pertaining to contingent assets and liabilities. Note 1, Overview, Significant Accounting Policies and Recently Issued Pronouncements, to the
Consolidated Financial Statements describes the significant accounting policies
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used to prepare the Consolidated Financial Statements. On an ongoing basis we evaluate our estimates, including, but not limited to, those related to bad debts, inventories, intangible assets,
income taxes, warranty obligations, restructuring, pensions and other postretirement benefits, and contingencies and litigation. We base our estimates on historical experience and on various other assumptions we believe to be reasonable under the
circumstances. Actual results may differ from our estimates.
We believe the following accounting policies and estimates are
the most critical. Some of them involve significant judgments and uncertainties and could potentially result in materially different results under different assumptions and conditions.
Revenue Recognition
Revenue is recognized at the time title and risk of product ownership is transferred or when services are rendered with the exception of engine revenue recognition in the Engine Products and Services
segment as described in the next three paragraphs. Shipping costs billed to customers are recognized as revenue and expensed in cost of goods sold.
During the third quarter of 2011, the Engine Products and Services segment began using percentage-of-completion (POC) accounting for new and nearly new engine contracts rather than the
completed-contract method. We made this change because, as a result of enhancements to the financial management and reporting systems, the segment is able to reasonably estimate the revenue, costs, and progress towards completion of engine builds.
If we are not able to meet those conditions for a particular engine contract, the segment will recognize revenues using the completed-contract method. Progress towards completion is measured by reference to costs incurred to date as a percentage of
estimated total project costs.
Recognized revenues and profits are subject to revisions during the engine build period in the
event the assumptions regarding the overall contract outcome are revised. The cumulative effect of a revision in estimates is recorded in the period such a revision becomes likely and estimable. Losses on contracts in progress are accounted for in
the period a loss becomes likely and estimable. We recognized revenues and operating income of $67.3 million and $13.1 million, respectively, for the year ended December 31, 2012, and revenues and operating income of $9.6 million and $1.5
million, respectively, for the year ended December 31, 2011 on contracts accounted for under the POC method.
The Engine
Products and Services segment will continue to use the completed-contract method for engines in production at June 30, 2011. There has been no change in the revenue recognition policy for Engine Products and Services parts and services
revenue or for the Sealing Products or Engineered Products segment.
Asbestos
Through the Petition Date, GST accrued a liability for known and estimated future expenditures to resolve asbestos claims for subsequent
ten year periods and recorded legal fees and expenses only when incurred.
The significant assumptions underlying the material
components of the estimated liability included: the number and trend of claims asserted; the mix of alleged diseases or impairment; the trend in the number of claims for malignant cases, primarily mesothelioma; the probability some existing and
potential future claims would eventually be dismissed without payment; the estimated amount to be paid per claim; and the timing and impact of large amounts available for the payment of claims from the 524(g) trusts of former defendants in
bankruptcy.
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With the assistance of Bates White, a recognized expert, we periodically reviewed the period
over which we could make a reasonable estimate, the assumptions underlying the estimate, the range of reasonably possible potential liabilities and managements estimate of the liability, and adjusted the estimate if necessary. Additional
discussion is included in this Managements Discussion and Analysis of Financial Condition and Results of Operations in Contingencies Asbestos.
Derivative Instruments and Hedging Activities
We have entered into
contracts to hedge forecasted transactions denominated in foreign currencies occurring at various dates through December 2014. We account for these contracts as derivatives. All derivatives are recognized on the balance sheet at their estimated fair
value. On the date a derivative contract is entered into, we designate the derivative as a hedge of a recognized asset or liability (fair value hedge) or a hedge of a forecasted transaction or of the variability of cash flows to be received or paid
related to a recognized asset or liability (cash flow hedge). We do not enter into derivatives for speculative purposes. Changes in the value of a fair value hedge are recorded in earnings along with the gain or loss on the hedged asset or
liability, while changes in the value of cash flow hedges are recorded in accumulated other comprehensive loss, until earnings are affected by the variability of cash flows.
Pensions and Postretirement Benefits
We and certain of our
subsidiaries sponsor domestic and foreign defined benefit pension and other postretirement plans. Major assumptions used in the accounting for these employee benefit plans include the discount rate, expected return on plan assets, rate of increase
in employee compensation levels and assumed health care cost trend rates. Assumptions are determined based on data available to us and appropriate market indicators, and are evaluated each year as of the plans measurement date. A change in any
of these assumptions could have a material effect on net periodic pension and postretirement benefit costs reported in the Consolidated Statements of Operations, as well as amounts recognized in the Consolidated Balance Sheets. See Note 14 to the
Consolidated Financial Statements for a discussion of pension and postretirement benefits.
Income Taxes
We use the asset and liability method of accounting for income taxes. Temporary differences arising between the tax
basis of an asset or liability and its carrying amount on the Consolidated Balance Sheet are used to calculate future income tax assets or liabilities. This method also requires the recognition of deferred tax benefits, such as net operating loss
carryforwards. A valuation allowance is recorded to reduce deferred tax assets when it is more likely than not that a tax benefit will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to the
taxable income (losses) in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the
enactment date. A tax benefit from an uncertain tax position is recognized only if we believe it is more likely than not that the position will be sustained on its technical merits. If the recognition threshold for the tax position is met, only the
portion of the tax benefit that we believe is greater than 50 percent likely to be realized is recorded. See Note 5 to the Consolidated Financial Statements for a discussion of income taxes.
Goodwill and Other Intangible Assets
We do not amortize goodwill, but instead it is subject to annual impairment testing. The goodwill asset impairment test involves comparing the fair value of a reporting unit to its carrying amount. If the
carrying amount of a reporting unit exceeds its fair value, a second step of comparing the implied fair
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value of the reporting units goodwill to the carrying amount of that goodwill is required to measure the potential goodwill impairment loss. There are inherent assumptions and estimates
used in developing future cash flows which require management to apply judgment to the analysis of intangible asset impairment, including projecting revenues, interest rates, cost of capital, royalty rates and tax rates. Many of the factors used in
assessing fair value are outside the control of management, and it is reasonably likely that assumptions and estimates will change in future periods. These changes can result in future impairments. For additional information, see
Managements Discussion and Analysis of Financial Condition and Results of Operations Overview and Outlook as well as Notes 1 and 9 to the Consolidated Financial Statements.
Contingencies
General
A detailed description of certain environmental, asbestos 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. Expense 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 operations and in
proposing and implementing any remedial plans that may be necessary. We also regularly conduct comprehensive environmental, health and safety audits at our facilities to maintain compliance and improve operational efficiency.
Although we believe past operations were in substantial compliance with the then applicable regulations, we or one of our subsidiaries is
involved at 17 sites where the cost per site for us or our subsidiary is expected to exceed $100 thousand. Investigations have been completed for 13 sites and are in progress at the other four sites. Our costs at a majority of these sites relate to
remediation projects for soil and groundwater contamination at former operating facilities that were sold or closed.
As of
December 31, 2012 and 2011, EnPro had accrued liabilities of $11.3 million and $12.6 million, respectively, for estimated future expenditures relating to environmental contingencies. Given the uncertainties regarding the status of laws,
regulations, enforcement policies, the impact of other parties potentially being liable, technology and information related to individual sites, we do not believe it is possible to develop an estimate of the range of reasonably possible
environmental loss in excess of our recorded liabilities. In addition, based on our prior ownership of Crucible Steel Corporation a/k/a Crucible, Inc. (Crucible), we may have additional contingent liabilities in one or more significant
environmental matters, which are included in the 17 sites referred to above. Except with respect to specific Crucible environmental matters for which we have accrued a portion of the liability set forth above, we are unable to estimate a reasonably
possible range of loss related to these contingent liabilities. See Note 19 to the Consolidated Financial Statements for additional information regarding our environmental contingencies and see the section titled Crucible Steel Corporation
a/k/a Crucible, Inc. in this Managements Discussion and Analysis of Financial Condition and Results of Operation.
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Colt Firearms and Central Moloney
We may have contingent liabilities related to divested businesses for which certain of our subsidiaries retained liability or are
obligated under indemnity agreements. These contingent liabilities include, but are not limited to, potential product liability and associated claims related to firearms manufactured prior to March 1990 by Colt Firearms, a former operation of
Coltec, and for electrical transformers manufactured prior to May 1994 by Central Moloney, another former Coltec operation. We believe that these potential contingent liabilities are not material to the Companys financial condition, results of
operation and cash flows. Coltec also has ongoing obligations, which are included in other liabilities in our Consolidated Balance Sheets, with regard to workers compensation, retiree medical and other retiree benefit matters that relate to
Coltecs periods of ownership of these operations.
Crucible Steel Corporation a/k/a Crucible, Inc.
Crucible Steel Corporation a/k/a Crucible, Inc. (Crucible), which was engaged primarily in the manufacture
and distribution of high technology specialty metal products, was a wholly owned subsidiary of Coltec until 1983 when its assets and liabilities were distributed to a new Coltec subsidiary, Crucible Materials Corporation. Coltec sold a majority of
the outstanding shares of Crucible Materials Corporation in 1985 and divested its remaining minority interest in 2004. Crucible Materials Corporation filed for Chapter 11 bankruptcy protection in May 2009 and is no longer conducting operations. We
have certain ongoing obligations, which are included in other liabilities in our Consolidated Balance Sheets, including workers compensation, retiree medical and other retiree benefit matters, related to Coltecs period of ownership of
Crucible. Based on Coltecs prior ownership of Crucible, we may have certain other contingent liabilities, including liabilities in one or more significant environmental matters included in the matters discussed in Environmental,
above. We are investigating these matters. Except with respect to those matters for which we have an accrued liability as discussed in Environmental above, we are unable to estimate a reasonably possible range of loss related to these
contingent liabilities. See Note 19 to the Consolidated Financial Statements for information about certain liabilities relating to Coltecs ownership of Crucible.
Subsidiary Bankruptcy
Three of our subsidiaries filed voluntary
Chapter 11 bankruptcy petitions on the Petition Date as a result of tens of thousands of pending and estimated future asbestos personal injury claims. The filings were the initial step in a claims resolution process. The goal of the process is an
efficient and permanent resolution of all pending and future asbestos claims through court approval of a plan of reorganization that will establish a trust to which all asbestos claims will be channeled for resolution and payment.
In November 2011, GST filed a proposed plan of reorganization with the Bankruptcy Court. The proposed plan calls for a trust to be
formed, to which GST and affiliates would contribute $200 million and which would be the exclusive remedy for future asbestos personal injury claimants those whose claims arise after confirmation of the plan. The proposed plan provides that
each present personal injury claim (any pending claim or one that arises between the Petition Date and plan confirmation) will be assumed by reorganized GST and resolved either by settlement pursuant to a matrix contained in the proposed plan or as
otherwise agreed, or by payment in full of any judgment entered after trial in federal court. Based on a preliminary estimate provided by Bates White, the estimation expert retained by counsel to GST, prior to the time that GST filed its proposed
plan, GST estimates that the indemnity costs to resolve all present claims pursuant to the settlement matrix in the plan would cost reorganized GST approximately $70 million. Under the proposed plan, all non-asbestos claimants would be paid the full
value of their claims.
GSTs proposed plan is opposed by the Official Committee of Asbestos Personal Injury Claimants
(the Claimants Committee) and the Future Claimants Representative (the FCR and together with the Claimants Committee, claimant representatives) and is unlikely to be approved in its
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current form. The claimant representatives have announced their intention to file a competing proposed plan of reorganization.
Update. On April 13, 2012, the Bankruptcy Court granted a motion by GST for the Bankruptcy Court to estimate the allowed
amount of present and future asbestos claims against GST for mesothelioma, a rare cancer attributed to asbestos exposure, for purposes of determining the feasibility of a proposed plan of reorganization. The court has tentatively scheduled the
estimation trial to begin in July 2013.
GST and the Claimants Committee and FCR have proposed different approaches to
estimating allowed asbestos personal injury claims against GST, and the Bankruptcy Court ruled that each could present its proposed approach. GST will offer a merits-based approach that focuses on its legal defenses to liability and takes account of
claimants recoveries from other sources, including trusts established in Chapter 11 cases filed by GSTs co-defendants, in estimating potential future recoveries by claimants from GST. We anticipate that the Claimants Committee and
FCR will offer a settlement-based theory of estimation.
During the course of the Chapter 11 proceedings, the claimant
representatives have asserted that affiliates of the filed entities, including the Company and Coltec, should be held responsible for the asbestos liabilities of the filed entities under various theories of derivative corporate responsibility
including veil-piercing and alter ego. Claimant representatives filed a motion with the Bankruptcy Court asking for permission to sue us based on those theories. In a decision dated June 7, 2012, the Bankruptcy Court denied the claimant
representatives motion without prejudice, thereby potentially allowing the representatives to re-file the motion after the estimation trial scheduled for 2013. We believe there will be no reason for the claimant representatives to re-file the
motion because the derivative claims will likely be moot after the estimation trial, as we believe that the estimation trial will result in an estimate of aggregate liability for asbestos claims that GST is capable of fully funding.
From time to time during the case we have engaged in settlement discussions with asbestos claimant representatives and we anticipate that
we will continue to do so; however, there can be no assurance that a settlement will be reached and, if so, when that might occur.
From the Petition Date through December 31, 2012, GST has recorded Chapter 11 case-related fees and expenses totaling $57.4 million. The total includes $31.3 million for fees and expenses of
GSTs counsel and experts; $21.3 million for fees and expenses of counsel and experts for the asbestos claimants committee, and $4.8 million for the fees and expenses of the future claims representative and his counsel and experts. GST
recorded $31.4 million of those case-related fees and expenses in 2012 compared to $17.0 million in 2011, and $9.0 million in 2010. GST attributes the large year-over-year increase to increased activity in the case, including activity related to
discovery disputes, the identification and preparation of experts for estimation, and claimant representatives efforts to extend GSTs liability to affiliates.
See the additional information provided earlier under the heading Garlock Sealing Technologies LLC and Garrison Litigation Management Group, Ltd., the discussion under the heading
Asbestos, which follows, and Notes 18 and 19 to our Consolidated Financial Statements.
Asbestos
Background on Asbestos-Related Litigation. The historical business operations of GST LLC and Anchor resulted in
a substantial volume of asbestos litigation in which plaintiffs alleged that exposure to asbestos fibers in products produced or sold by GST LLC or Anchor, together with products produced and sold by numerous other companies, contributed to the
bodily injuries or deaths. GST LLC and
45
Anchor manufactured and/or sold industrial sealing products that contained encapsulated asbestos fibers. Other of our subsidiaries that manufactured or sold equipment that may have at various
times in the past contained asbestos-containing components have also been named in a number of asbestos lawsuits, but only GST LLC and Anchor have ever paid an asbestos claim.
Since the first asbestos-related lawsuits were filed against GST LLC in 1975, GST LLC and Anchor have processed more than 900,000 claims to conclusion, and, together with insurers, have paid over $1.4
billion in settlements and judgments and over $400 million in fees and expenses. Our subsidiaries exposure to asbestos litigation and their relationships with insurance carriers have been managed through Garrison.
Beginning in 2000, the top-tier asbestos defendantscompanies that paid most of the plaintiffs damages because they produced
and sold huge quantities of highly friable asbestos productssought bankruptcy protection and stopped paying asbestos claims in the tort system. The bankruptcies of many additional producers of friable asbestos products followed. The plaintiffs
could no longer pursue actions against these large defendants during the pendency of their bankruptcy proceedings, even though these defendants had historically been determined to be the largest contributors to asbestos-related injuries. Many
plaintiffs pursued GST LLC in civil court actions to recover compensation formerly paid by top-tier bankrupt companies under state law principles of joint and several liability and began identifying GST LLCs non-friable sealing products as a
primary cause of their asbestos diseases, while generally denying knowledge of exposure to the friable products of companies in bankruptcy. GST LLC believes this targeting strategy effectively shifted damages caused by top tier defendants that
produced friable asbestos products to GST LLC, thereby materially increasing GST LLCs cost of defending and resolving claims.
Almost all of the top-tier defendants that sought bankruptcy relief in the early 2000s have now emerged, or are positioning to emerge, from bankruptcy. Their asbestos liabilities have been assumed by
wealthy 524(g) trusts created in the bankruptcies with assets contributed by the emerging former defendants and their affiliates. With the emergence of these companies from bankruptcy, many plaintiffs seek compensation from the 524(g) trusts. These
trusts have aggregate assets exceeding $30 billion ($36.8 billion at September 23, 2011, according to a study released in September 2011 by the United States Government Accountability Office) specifically set aside to compensate individuals
with asbestos diseases caused by the friable products of those defendants. We believe that as billions of dollars of 524(g) trust assets continue to become available to claimants, defendants will obtain significant reductions in their costs to
defend and resolve claims. As of the Petition Date, however, the establishment of these 524(g) trusts had taken longer than anticipated and the trusts had a significant backlog of claims that accumulated while the trusts were being established.
Additionally, procedures adopted for the submissions of asbestos claims in bankruptcy cases and against 524(g) trusts make it difficult for GST LLC and other tort-system co-defendants to gain access to information about claims made against bankrupt
defendants or the accompanying evidence of exposure to the asbestos-containing products of such bankrupt defendants. We believe that these procedures enable claimants to double dip by collecting payments from remaining defendants in the
tort system under joint-and-several-liability principles for injuries caused by the former top-tier defendants while also collecting substantial additional amounts from 524(g) trusts established by those former defendants to pay asbestos claims.
Because of these factors, while several 524(g) trusts had begun making substantial payments to claimants prior to the Petition Date, GST LLC had not yet experienced a significant reduction in damages being sought from GST LLC.
Subsidiary Chapter 11 Filing and Its Effect. In light of GST LLCs experience that (a) its cost of defending and
resolving claims had not yet declined as anticipated although 524(g) trusts had begun making substantial payments to claimants, and (b) new mesothelioma claims filings against it in recent years had not declined at a rate similar to the rate of
decline in disease incidence, GST initiated voluntary
46
proceedings under Chapter 11 of the United States Bankruptcy Code as a means to determine and comprehensively resolve their asbestos liability. The filings were the initial step in an
ongoing claims resolution process.
During the pendency of the Chapter 11 proceedings, certain actions proposed to be taken by
GST not in the ordinary course of business will be subject to approval by the Bankruptcy Court. As a result, during the pendency of these proceedings, we will not have exclusive control over these companies. Accordingly, as required by GAAP, GST was
deconsolidated beginning on the Petition Date.
As a result of the initiation of the Chapter 11 proceedings, the resolution of
asbestos claims is subject to the jurisdiction of the Bankruptcy Court. The filing of the Chapter 11 cases automatically stayed the prosecution of pending asbestos bodily injury and wrongful death lawsuits, and initiation of new such lawsuits,
against GST. Further, the Bankruptcy Court issued an order enjoining plaintiffs from bringing or further prosecuting asbestos products liability actions against affiliates of GST, including EnPro, Coltec and all their subsidiaries, during the
pendency of the Chapter 11 proceedings, subject to further order. As a result, the numbers of new claims filed against our subsidiaries and, except as a result of the resolution of appeals from verdicts rendered prior to the Petition Date and
information about pending cases obtained in the Chapter 11 proceedings, the numbers of claims pending against them have not changed since the Petition Date, and those numbers continue to be as reported in our 2009 Form 10-K and our quarterly reports
for the first and second quarters of 2010. See the section entitled Subsidiary Bankruptcy in this Managements Discussion and Analysis of Financial Condition and Results of Operations for additional information and an update on the
GST asbestos claims resolution process.
Pending Claims. On the Petition Date, according to Garrison, there were more
than 90,000 total claims pending against GST LLC, and approximately 5,800 claims alleging the disease mesothelioma. Mesothelioma is a rare cancer of the protective lining of many of the bodys internal organs, principally the lungs. The primary
cause of mesothelioma is believed to be exposure to asbestos. As a result of asbestos tort reform during the 2000s, most active asbestos-related lawsuits, and a large majority of the amount of payments made by our subsidiaries, have been as a result
of claims alleging mesothelioma. In total, GST LLC has paid $563.2 million to resolve a total of 15,300 mesothelioma claims, and another 5,700 mesothelioma claims have been dismissed without payment.
In order to estimate the allowed amount for mesothelioma claims against GST, the Bankruptcy Court approved a process whereby all current
GST LLC mesothelioma claimants were required to respond to a questionnaire about their claims. Questionnaires were distributed to the mesothelioma claimants identified in Garrisons claims database. Many of the 5,800 claimants (over 600) did
not respond to the questionnaire at all, many others (more than 1,700) acknowledged that they do not have mesothelioma, that they cannot establish exposure to GST products, or that their claims were dismissed, settled or withdrawn. Still others
responded to the questionnaire but their responses are deficient in some material respect. As a result of this process, less than 3,500 claimants have presented questionnaires asserting mesothelioma claims against GST LLC as of the Petition Date and
many of them have not established exposure to GST products or have claims that are otherwise deficient.
Since the Petition
Date, many asbestos-related lawsuits have been filed by claimants against other companies in state and federal courts, and many of those claimants might also have included GST LLC as a defendant but for the bankruptcy injunction. Many of those
claimants likely will make claims against GST in the bankruptcy proceeding.
Product Defenses. We believe that the
asbestos-containing products manufactured or sold by GST could not have been a substantial contributing cause of any asbestos-related disease. The asbestos in the products was encapsulated, which means the asbestos fibers incorporated into the
products during the
47
manufacturing process were sealed in binders. The products were also nonfriable, which means they could not be crumbled by hand pressure. The U.S. Occupational Safety and Health Administration,
which began generally requiring warnings on asbestos-containing products in 1972, has never required that a warning be placed on products such as GST LLCs gaskets. Even though no warning label was required, GST LLC included one on all of its
asbestos-containing products beginning in 1978. Further, gaskets such as those previously manufactured and sold by GST LLC are one of the few asbestos-containing products still permitted to be manufactured under regulations of the U.S. Environmental
Protection Agency. Nevertheless, GST LLC discontinued all manufacture and distribution of asbestos-containing products in the U.S. during 2000 and worldwide in mid-2001.
Appeals. GST LLC has a record of success in trials of asbestos cases, especially before the bankruptcies of many of the historically significant asbestos defendants that manufactured raw asbestos,
asbestos insulation, refractory products or other dangerous friable asbestos products. However, it has on occasion lost jury verdicts at trial. GST has consistently appealed when it has received an adverse verdict and has had success in a majority
of those appeals. We believe that GST LLC will continue to be successful in the appellate process, although there can be no assurance of success in any particular appeal. At December 31, 2012, three GST LLC appeals are pending from adverse
decisions totaling $2.4 million.
GST LLC won reversals of adverse verdicts in one of two recent appellate decisions. In
September 2011, the United States Court of Appeals for the Sixth Circuit overturned a $500 thousand verdict against GST LLC that was handed down in 2009 by a Kentucky federal court jury. The federal appellate court found that GST LLCs motion
for judgment as a matter of law should have been granted because the evidence was not sufficient to support a determination of liability. The Sixth Circuits chief judge wrote that, On the basis of this record, saying that exposure to
Garlock gaskets was a substantial cause of [claimants] mesothelioma would be akin to saying that one who pours a bucket of water into the ocean has substantially contributed to the oceans volume. In May 2011, a three-judge panel of
the Kentucky Court of Appeals upheld GST LLCs $700 thousand share of a jury verdict, which included punitive damages, in a lung cancer case against GST LLC in Kentucky state court. This verdict, which was secured by a bond pending the appeal,
was paid in June 2012.
Insurance Coverage. At December 31, 2012, we had $141.9 million of insurance coverage we
believe is available to cover current and future asbestos claims payments and certain expense payments. GST has collected insurance payments totaling $53.2 million since the Petition Date. Of the $141.9 million of available insurance coverage
remaining, we consider $140.0 million (99%) to be of high quality because the insurance policies are written or guaranteed by U.S.-based carriers whose credit rating by S&P is investment grade (BBB-) or better, and whose AM Best rating is
excellent (A-) or better. We consider $1.9 million (1%) to be of moderate quality because the insurance policies are written with various London market carriers. Of the $141.9 million, $105.9 million is allocated to claims that were paid by GST
LLC prior to the initiation of the Chapter 11 proceedings and submitted to insurance companies for reimbursement, and the remainder is allocated to pending and estimated future claims. There are specific agreements in place with carriers covering
$106.2 million of the remaining available coverage. Based on those agreements and the terms of the policies in place and prior decisions concerning coverage, we believe that substantially all of the $141.9 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. The $141.9 million is in addition to the $16.1 million collected in 2012. Based on those agreements and policies, some
of which define specific annual amounts to be paid and others of which limit the amount that can be recovered in any one year, we anticipate that $36.7 million will become collectible at the conclusion of GSTs Chapter 11 proceeding and,
assuming the insurers pay according to the agreements and policies, that the following amounts should be collected in the years set out below regardless of when the case concludes:
48
2013 $21.2 million
2014 $22 million
2015 $20 million
2016 $18 million
2017 $13 million
2018 $11 million
In addition, GST LLC has received $7.2 million of
insurance recoveries from insolvent carriers since 2007 (including $4.4 million in 2012) and may receive additional payments from insolvent carriers in the future. No anticipated insolvent carrier collections are included in the $141.9 million of
anticipated collections. The insurance available to cover current and future asbestos claims is from comprehensive general liability policies that cover Coltec and certain of its other subsidiaries in addition to GST LLC for periods prior to 1985
and therefore could be subject to potential competing claims of other covered subsidiaries and their assignees.
Liability
Estimate. Our recorded asbestos liability as of the Petition Date was $472.1 million. We based that recorded liability on an estimate of probable and estimable expenditures to resolve asbestos personal injury claims under generally accepted
accounting principles, made with the assistance of Garrison and an estimation expert, Bates White, retained by GST LLCs counsel. The estimate developed was an estimate of the most likely point in a broad range of potential amounts that GST LLC
might pay to resolve asbestos claims (by settlement in the majority of the cases except those dismissed or tried) over the ten-year period following the Petition Date in the state court system, plus accrued but unpaid legal fees. The estimate, which
was not discounted to present value, did not reflect GST LLCs views of its actual legal liability; GST LLC has continuously maintained that its products could not have been a substantial contributing cause of any asbestos disease. Instead, the
liability estimate reflected GST LLCs recognition that most claims would be resolved more efficiently and at a significantly lower total cost through settlements without any actual liability determination.
Neither we nor GST has endeavored to update the accrual since the Petition Date except as necessary to reflect payments of accrued fees
and the disposition of cases on appeal. After those necessary updates, the liability accrual at December 31, 2012 was $466.8 million. In each asbestos-driven Chapter 11 case that has been resolved previously, the amount of the debtors
liability has been determined as part of a consensual plan of reorganization agreed to by the debtor and its creditors, including asbestos claimants and a representative of potential future claimants. GST does not believe that there is a reliable
process by which an estimate of such a resolution can be made and therefore believes that there is no basis upon which it can revise the estimate last updated prior to the Petition Date. In addition, we do not believe that we can make a reasonable
estimate of a specific range of more likely outcomes with respect to the asbestos liability of GST, and therefore, while we believe it to be an unlikely worst case scenario, GSTs ultimate costs to resolve all asbestos claims against it could
range up to the total value of GST.
In a proposed plan of reorganization filed by GST and opposed by claimant
representatives, GST has proposed to resolve all pending and future claims. GST has estimated that the amounts to be paid into the trust created by the plan for payments to future claimants, plus the indemnity costs incurred under the plan to pay
present claimants, would be approximately $270 million. See the section entitled Subsidiary Bankruptcy in this Managements Discussion and Analysis of Financial condition and Results of Operations. Claimant representatives, on the
other hand, have asserted that GSTs liability exceeds the value of GST.
The proposed plan of reorganization includes
provisions that would resolve any and all alleged derivative claims against us based on GST asbestos products. The provisions specify that we would fund $30 million of the amount proposed to be paid into the trust to pay future claimants and would
guarantee
49
the obligations of GST under the plan. Those provisions are incorporated into the terms of the proposed plan only in the context of the specifics of that plan, which would result in the equity
interests of GST being retained by GSTs equity holder, the reconsolidation of GST into the Company with substantial equity above the amount of equity currently included in our consolidated financial statements, and an injunction protecting us
from future GST claims.
We cannot predict when a plan of reorganization for GST might be approved and effective; however an
estimation trial for the purpose of determining the number and value of allowed mesothelioma claims for plan feasibility purposes has been tentatively scheduled for July 2013. We believe that GST will present compelling defenses at the estimation
trial that, among other things, GSTs products could not have been a substantial contributing cause of any asbestos-related disease. Therefore, GST believes the amounts that will be paid under its proposed plan would be far more than sufficient
to fully fund its actual legal liability. There are many potential hurdles to plan confirmation, including appeals, that could arise during and after the estimation trial.
Quantitative Claims and Insurance Information. Our recorded asbestos liability at the Petition Date was $472.1 million. As of the Petition Date, we had remaining insurance and trust coverage
of $192.4 million, which included $156.3 million in insured claims and expenses our subsidiaries have paid out in excess of amounts recovered from insurance. These amounts are recoverable under the terms of our insurance policies, subject
to potential competing claims of other covered subsidiaries, and have been billed to the insurance carriers.
Off Balance Sheet
Arrangements
Lease Agreements
We have a number of operating leases primarily for real estate, equipment and vehicles. Operating lease arrangements are generally utilized to secure the use of assets from time to time if the terms and
conditions of the lease or the nature of the asset makes the lease arrangement more favorable than a purchase. As of December 31, 2012, approximately $56.3 million of future minimum lease payments were outstanding under these agreements. See
Note 19, Commitments and Contingencies Other Commitments, to the Consolidated Financial Statements for additional disclosure.
Contractual Obligations
A summary of our contractual obligations and
commitments at December 31, 2012, is as follows:
|
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|
|
|
|
|
|
|
|
|
|
|
Payments Due by Period (in millions) |
|
Contractual Obligations |
|
Total |
|
|
Less than 1 Year |
|
|
1-3 Years |
|
|
3-5 Years |
|
|
More than 5 Years |
|
Long-term debt |
|
$ |
208.8 |
|
|
$ |
1.0 |
|
|
$ |
207.0 |
|
|
$ |
0.2 |
|
|
$ |
0.6 |
|
Notes payable to GST |
|
|
309.2 |
|
|
|
|
|
|
|
|
|
|
|
309.2 |
|
|
|
|
|
Interest on long-term debt |
|
|
20.3 |
|
|
|
7.4 |
|
|
|
12.8 |
|
|
|
0.1 |
|
|
|
|
|
Interest on notes payable to GST |
|
|
88.3 |
|
|
|
16.2 |
|
|
|
34.4 |
|
|
|
37.7 |
|
|
|
|
|
Operating leases |
|
|
56.3 |
|
|
|
13.4 |
|
|
|
20.6 |
|
|
|
14.7 |
|
|
|
7.6 |
|
Other long-term liabilities |
|
|
23.1 |
|
|
|
3.3 |
|
|
|
5.0 |
|
|
|
4.4 |
|
|
|
10.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
706.0 |
|
|
$ |
41.3 |
|
|
$ |
279.8 |
|
|
$ |
366.3 |
|
|
$ |
18.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payment for long-term debt may be accelerated under certain circumstances because the convertible
debentures due in 2015 may be converted earlier, requiring payment of the principal amount
50
thereof in cash. In the event of an early conversion, we believe we would refinance the convertible debentures with an unsecured public debt offering or with other funding available at the time.
The payments for long-term debt shown in the table above reflect the contractual principal amount for the convertible debentures. In our Consolidated Balance Sheet, this amount is shown net of a debt discount pursuant to the applicable accounting
rules. Additional discussion regarding the convertible debentures is included in this Managements Discussion and Analysis of Financial Condition and Results of Operations in Liquidity and Capital Resources Capital Resources,
and in Note 12 to the Consolidated Financial Statements. The interest on long-term debt represents the contractual interest coupon. It does not include the debt discount accretion, which also is a component of interest expense.
The notes payable to GST LLC bear interest at 11% per annum, of which 6.5% is payable in cash and 4.5% is added to the principal
amount as payment-in-kind (PIK) interest. If GST LLC is unable to pay ordinary course operating expenses, under certain conditions, GST LLC can require the Company to pay in cash the accrued PIK interest necessary to meet such ordinary
course operating expenses, subject to a cap of 1% of the principal balance of each note in any calendar month and 4.5% of the principal balance of each note in any year. The interest due under the notes payable to GST LLC may be satisfied through
offsets of amounts due under intercompany services agreements pursuant to which the Company provides certain corporate services and insurance coverages to GST LLC, makes advances to third party providers related to payroll and certain benefit plans
sponsored by GST LLC, and permits employees of GST LLC to participate in certain of the Companys benefit plans. The table above reflects $82.0 million of total PIK interest as principal payments at the due date of the notes.
Payments for other long-term liabilities are estimates of amounts to be paid for environmental and retained liabilities of previously
owned businesses included in the Consolidated Balance Sheets at December 31, 2012. These estimated payments are based on information currently known to us. However, it is possible that these estimates will vary from actual results and it is
possible that these estimates may be updated in the future if new information becomes available in the future or if there are changes in the facts and circumstances related to these liabilities. Additional discussion regarding these liabilities is
included earlier in this Managements Discussion and Analysis of Financial Condition and Results of Operations in Contingencies Environmental, Contingencies Colt Firearms and Central Moloney, Contingencies
Crucible Steel Corporation a/k/a Crucible, Inc., and in Note 19 to the Consolidated Financial Statements.
The table
does not include obligations under our pension and postretirement benefit plans, which are included in Note 14 to the Consolidated Financial Statements.
ITEM 7A. |
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
We are exposed to certain market risks as part of our ongoing business operations, including risks from changes in foreign currency exchange rates and interest rates that could affect our financial
condition, results of operations and cash flows. We manage our exposure to these and other market risks through normal operating and financing activities and through the use of derivative financial instruments. We intend to use derivative financial
instruments as risk management tools and not for speculative investment purposes.
Interest Rate Risk
We are exposed to interest rate risk as a result of our outstanding debt obligations. The table below provides information about our fixed
rate debt obligations as of December 31, 2012. The table represents principal cash flows (in millions) and related weighted average interest rates by expected (contractual) maturity dates.
51
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2013 |
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2014 |
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2015 |
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2016 |
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2017 |
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|
Thereafter |
|
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Total |
|
|
Fair Value |
|
|
|
|
|
|
|
|
|
|
Fixed rate debt |
|
$ |
1.0 |
|
|
$ |
0.1 |
|
|
$ |
172.6 |
|
|
$ |
0.1 |
|
|
$ |
248.2 |
|
|
$ |
0.7 |
|
|
$ |
422.7 |
|
|
$ |
495.6 |
|
|
|
|
|
|
|
|
|
|
Average interest rate |
|
|
0.5 |
% |
|
|
4.4 |
% |
|
|
3.9 |
% |
|
|
4.4 |
% |
|
|
11.0 |
% |
|
|
4.4 |
% |
|
|
8.1 |
% |
|
|
|
|
Additionally, we had $34.2 million outstanding on our revolving credit facility as of December 31,
2012, which has a variable interest rate. A change in interest rates on variable-rate debt affects the interest incurred and cash flows, but does not affect the net financial instrument position.
Foreign Currency Risk
We are exposed to foreign currency risks arising from normal business operations. These risks include the translation of local currency balances 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 following table provides information about our outstanding foreign currency forward and option contracts as of December 31, 2012.
|
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|
|
Transaction Type |
|
Notional Amount Outstanding in Millions of U.S. Dollars (USD) |
|
|
Maturity Dates |
|
Exchange Rate Ranges |
|
|
|
|
Forward Contracts |
|
|
|
|
|
|
|
|
Buy British pound/sell euro |
|
$ |
27.9 |
|
|
Jan 2013 Dec 2013 |
|
0.788 to 0.842 pound/euro |
Sell British pound/buy euro |
|
|
19.3 |
|
|
Jan 2013 Dec 2013 |
|
0.787 to 0.817 pound/euro |
Buy USD/sell euro |
|
|
11.3 |
|
|
Jan 2013 Dec 2013 |
|
1.223 to 1.324 USD/euro |
Sell USD/buy Australian dollar |
|
|
10.6 |
|
|
Jan 2013 Dec 2013 |
|
0.941 to 1.022 USD/Australian dollar |
Buy USD/sell Australian dollar |
|
|
10.6 |
|
|
Jan 2013 Dec 2013 |
|
0.941 to 1.022 USD/Australian dollar |
Sell British pound/buy Australian dollar |
|
|
10.4 |
|
|
Jan 2013 |
|
1.553 Australian dollar/pound |
Various others |
|
|
38.7 |
|
|
Jan 2013 Dec 2014 |
|
Various |
|
|
|
|
|
|
|
|
|
|
|
|
128.8 |
|
|
|
|
|
|
|
|
|
Option Contracts |
|
|
|
|
|
|
|
|
Buy Brazilian real/sell USD |
|
|
0.8 |
|
|
May 2013 |
|
1.935 real/USD |
Sell Brazilian real/buy USD |
|
|
0.8 |
|
|
May 2013 |
|
2.170 real/USD |
|
|
|
|
|
|
|
|
|
|
|
|
1.6 |
|
|
|
|
|
|
|
$ |
130.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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, which could have a negative impact on our results. We strive to pass along such 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.
52
ITEM 8. |
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA |
ENPRO INDUSTRIES, INC.
Index to Consolidated Financial Statements
|
|
|
|
|
|
|
Page |
|
Report of Independent Registered Public Accounting Firm |
|
|
62 |
|
Consolidated Statements of Operations for the years ended December 31, 2012, 2011 and
2010 |
|
|
64 |
|
Consolidated Statements of Comprehensive Income for the years ended December 31, 2012, 2011 and
2010 |
|
|
65 |
|
Consolidated Statements of Cash Flows for the years ended December 31, 2012, 2011 and
2010 |
|
|
66 |
|
Consolidated Balance Sheets as of December 31, 2012 and 2011 |
|
|
68 |
|
Consolidated Statements of Changes in Shareholders Equity for the years ended December
31, 2012, 2011 and 2010 |
|
|
69 |
|
Notes to Consolidated Financial Statements |
|
|
70 |
|
Schedule II Valuation and Qualifying Accounts for the years ended December
31, 2012, 2011 and 2010 |
|
|
108 |
|
ITEM 9. |
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE |
Not applicable.
ITEM 9A. |
CONTROLS AND PROCEDURES |
Disclosure Controls and Procedures
As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our chief executive officer and chief financial officer, of the
effectiveness of the design and operation of our disclosure controls and procedures. The purpose of our disclosure controls and procedures is to provide reasonable assurance that information required to be disclosed in our reports filed under the
Exchange Act, including this report, is recorded, processed, summarized and reported within the time periods specified, and that such information is accumulated and communicated to our management to allow timely decisions regarding disclosure.
Management does not expect our disclosure controls and procedures or internal controls to prevent all errors and all fraud. A
control system, no matter how well conceived or operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource
constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance all control issues and instances of fraud, if
any, within the company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the
individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no
assurance any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of
53
compliance with polices or procedures. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
Based on the controls evaluation, our chief executive officer and chief financial officer have concluded that our disclosure controls and
procedures are effective to reasonably ensure that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified, and that management will be timely
alerted to material information required to be included in our periodic reports filed with the Securities and Exchange Commission.
In addition, no change in our internal control over financial reporting has occurred during the quarter ended December 31, 2012, which has materially affected, or is reasonably likely to materially
affect, our internal control over financial reporting.
Managements Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as
such term is defined in Rule 13a-15(f) under the Exchange Act. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting principles. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation
of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with policies and procedures may deteriorate. Therefore, even those systems determined
to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.
We
carried out an evaluation, under the supervision and with the participation of our chief executive officer and our chief financial officer, of the effectiveness of our internal control over financial reporting as of the end of the period covered by
this report. However, the assessment did not include the following operations we acquired within the past year, none of which, individually or in the aggregate, would be considered significant under Rule 1-02(w) of Regulation S-X of the SEC:
Motorwheel Commercial Vehicle Systems, Inc. In making this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework. Based on our assessment,
we have concluded, as of December 31, 2012, our internal control over financial reporting was effective based on those criteria.
The effectiveness of our internal control over financial reporting as of December 31, 2012, has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated
in their report which appears in this Annual Report on Form 10-K.
ITEM 9B. |
OTHER INFORMATION |
Not
applicable.
54
PART III
ITEM 10. |
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE |
Information concerning our directors and officers appearing under the captions Election of Directors, Legal Proceedings, Corporate Governance Policies and Practices,
and information under the caption Security Ownership of Certain Beneficial Owners and Management Section 16(a) Beneficial Ownership Reporting Compliance in our definitive proxy statement for the 2013 annual meeting of
shareholders is incorporated herein by reference.
We have adopted a written code of business conduct that applies to all of
our directors, officers and employees, including our principal executive officer, principal financial officer and principal accounting officer. The Code is available on our Internet site at www.enproindustries.com. We intend to disclose on
our Internet site any substantive changes to the Code and any waivers granted under the Code to the specified officers.
ITEM 11. |
EXECUTIVE COMPENSATION |
A
description of the compensation of our executive officers is set forth under the caption Executive Compensation in our definitive proxy statement for the 2013 annual meeting of shareholders and is incorporated herein by reference.
ITEM 12. |
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS |
Security ownership data appearing under the caption Security Ownership of Certain Beneficial Owners and Management in our
definitive proxy statement for the 2013 annual meeting of shareholders is incorporated herein by reference.
The table below
contains information as of December 31, 2012, with respect to our Amended and Restated 2002 Equity Compensation Plan, the only compensation plan or arrangement (other than our tax-qualified plans) under which we have options, warrants or rights
to receive equity securities authorized for issuance.
|
|
|
|
|
|
|
|
|
|
|
|
|
Plan Category |
|
Number of Securities to be
Issued Upon Exercise of Outstanding Options, Warrants and Rights |
|
Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights |
|
Number of
Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column
(a)) |
|
|
|
(a) |
|
(b) |
|
(c) |
|
Equity compensation plans approved by security holders |
|
|
1,000,339 |
(1) |
|
$36.10(2) |
|
|
847,220 |
|
Equity compensation plans not approved by security holders |
|
|
|
|
|
|
|
|
|
|
Total |
|
|
1,000,339 |
(1) |
|
$36.10(2) |
|
|
847,220 |
|
(1) |
Includes shares issuable under restricted share unit awards and performance shares awarded under our Amended and Restated 2002 Equity Compensation Plan at the level
paid for the 2010 2012 performance cycle and at the maximum levels payable for the 2011 2013 and 2012 2014 performance cycles. |
55
(2) |
The weighted average exercise price does not take into account awards of performance shares, phantom shares or restricted share units. Information with respect to these
awards is incorporated by reference to the information appearing under the captions Corporate Governance Policies and Practices Director Compensation and Executive Compensation Grants of Plan Based Awards LTIP
Awards in our definitive proxy statement for the 2013 annual meeting of shareholders. |
Information
concerning the inducement restricted share awards granted in 2008 to our Chief Executive Officer outside of our Amended and Restated 2002 Equity Compensation Plan is incorporated by reference to the information appearing under the caption
Executive Compensation Employment Agreement in our definitive proxy statement for the 2013 annual meeting of shareholders.
ITEM 13. |
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE |
Information concerning the independence of our directors is set forth under the caption Corporate Governance Policies and Practices Director Independence in our definitive proxy
statement for the 2013 annual meeting of shareholders and is incorporated herein by reference.
ITEM 14. |
PRINCIPAL ACCOUNTANT FEES AND SERVICES |
Information appearing under the caption Independent Registered Public Accounting Firm in our definitive proxy statement for the 2013 annual meeting of shareholders is incorporated herein by
reference.
PART IV
ITEM 15. |
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES |
(a) |
The following documents are filed as part of this report: |
The
financial statements filed as part of this report are listed in Part II, Item 8 of this report on the Index to Consolidated Financial Statements.
|
2. |
Financial Statement Schedule |
Schedule II Valuation and Qualifying Accounts for the years ended December 31, 2012, 2011 and 2010 appears on page 108.
Other schedules are omitted because of the absence of conditions under which they are required or because the required
information is provided in the Consolidated Financial Statements or notes thereto.
The exhibits to this
report on Form 10-K are listed in the Exhibit Index appearing on pages 58 to 61.
56
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Charlotte, North Carolina on this 27th day of February, 2013.
|
|
|
ENPRO INDUSTRIES, INC. |
|
|
By: |
|
/s/ Robert S. McLean |
|
|
Robert S. McLean |
|
|
Vice President, General Counsel and Secretary |
|
|
By: |
|
/s/ Rick A. Bonen-Clark |
|
|
Rick A. Bonen-Clark |
|
|
Assistant Corporate Controller (Principal Accounting Officer) |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed
below by the following persons, or in their behalf by their duly appointed attorney-in-fact, on behalf of the registrant in the capacities and on the date indicated.
|
|
|
|
|
Signatures |
|
Title |
|
Date |
|
|
|
/s/ Stephen E. Macadam Stephen E. Macadam |
|
President and Chief Executive Officer (Principal Executive Officer) and Director |
|
February 27, 2013 |
|
|
|
/s/ Alexander W. Pease Alexander W. Pease |
|
Senior Vice President and Chief Financial Officer (Principal Financial Officer) |
|
February 27, 2013 |
|
|
|
/s/ Gordon D. Harnett Gordon D. Harnett* |
|
Chairman of the Board and Director |
|
February 27, 2013 |
|
|
|
/s/ Thomas M. Botts Thomas M. Botts* |
|
Director |
|
February 27, 2013 |
|
|
|
/s/ Peter C. Browning Peter C. Browning* |
|
Director |
|
February 27, 2013 |
|
|
|
/s/ B. Bernard Burns, Jr. B. Bernard Burns, Jr.* |
|
Director |
|
February 27, 2013 |
|
|
|
/s/ Diane C. Creel Diane C. Creel* |
|
Director |
|
February 27, 2013 |
|
|
|
/s/ Kees van der Graaf Kees van der Graaf* |
|
Director |
|
February 27, 2013 |
|
|
|
/s/ David L. Hauser David L. Hauser* |
|
Director |
|
February 27, 2013 |
|
|
|
/s/ Wilbur J. Prezzano, Jr. Wilbur J. Prezzano, Jr.* |
|
Director |
|
February 27, 2013 |
|
|
|
|
|
* By: |
|
/s/ Robert S. McLean |
|
|
Robert S. McLean, Attorney-in-Fact |
57
EXHIBIT INDEX
|
|
|
|
|
3.1 |
|
Restated Articles of Incorporation of EnPro Industries, Inc. (incorporated by reference to Exhibit 3.1 to the Form 10-Q for the period ended June 30, 2008 filed by EnPro
Industries, Inc. (File No. 001-31225)) |
|
|
3.2 |
|
Amended Bylaws of EnPro Industries, Inc. (incorporated by reference to Exhibit 3.1 to the Form 8-K dated November 2, 2012 filed by EnPro Industries, Inc. (File No.
001-31225)) |
|
|
4.1 |
|
Form of certificate representing shares of common stock, par value $0.01 per share, of EnPro Industries, Inc. (incorporated by reference to Amendment No. 4 of the Registration
Statement on Form 10 of EnPro Industries, Inc. (File No. 001-31225)) |
|
|
4.3 |
|
Indenture dated as of October 26, 2005 between EnPro Industries, Inc. and Wachovia Bank, National Association, as trustee (incorporated by reference to Exhibit 10.1 to the Form 8-K
dated October 26, 2005 filed by EnPro Industries, Inc. (File No. 001-31225)) |
|
|
10.1 |
|
Form of Indemnification Agreement for directors and officers (incorporated by reference to Exhibit 10.5 to Amendment No. 3 of the Registration Statement on Form 10 of EnPro
Industries, Inc. (File No. 001-31225)) |
|
|
10.2+ |
|
EnPro Industries, Inc. 2002 Equity Compensation Plan (2009 Amendment and Restatement) (incorporated by reference to Appendix A to the Proxy Statement on Schedule 14A filed on March
20, 2012 by EnPro Industries, Inc. (File No. 001-31225)) |
|
|
10.3+ |
|
EnPro Industries, Inc. Senior Executive Annual Performance Plan (2012 Amendment and Restatement) (incorporated by reference to Appendix B to the Proxy Statement on Schedule 14A
dated March 20, 2012 filed by EnPro Industries, Inc. (File No. 001-31225)) |
|
|
10.4+ |
|
EnPro Industries, Inc. Long-Term Incentive Plan (2012 Amendment and Restatement) (incorporated by reference to Appendix C to the Proxy Statement on Schedule 14A dated March 20, 2012
filed by EnPro Industries, Inc. (File No. 001-31225)) |
|
|
10.5 |
|
EnPro Industries, Inc. Management Stock Deferral Plan (incorporated by reference to Exhibit 10.1 to the Form 8-K dated November 2, 2012 filed by EnPro Industries, Inc. (File No.
001-31225) |
|
|
10.6+ |
|
Form of EnPro Industries, Inc. Long-Term Incentive Plan Award Grant (incorporated by reference to Exhibit 10.5 to the Form 10-K for the year ended December 31, 2007 filed by EnPro
Industries, Inc. (File No. 001-31225)) |
|
|
10.7+* |
|
Form of EnPro Industries, Inc. Phantom Shares Award Grant for Outside Directors (2009 Amendment and Restatement) |
|
|
10.8+ |
|
Form of EnPro Industries, Inc. Restricted Share Award Agreement (incorporated by reference to Exhibit 10.1 to the Form 8-K dated February 14, 2008 filed with EnPro Industries,
Inc. (File No. 001-31225)) |
|
|
10.9+ |
|
Form of EnPro Industries, Inc. Restricted Share Units Award Agreement (incorporated by reference to Exhibit 10.1 to the Form 8-K dated April 29, 2009 filed by EnPro Industries, Inc.
(File No. 001-31225)) |
58
|
|
|
|
|
10.10+* |
|
Form of EnPro Industries, Inc. Restricted Share Units Award Agreement |
|
|
10.11+* |
|
Form of EnPro Industries, Inc. Long-Term Incentive Plan Award Agreement (Performance Shares) |
|
|
10.12+* |
|
Form of EnPro Industries, Inc. Long-Term Incentive Plan Award Agreement (Cash) |
|
|
10.13+* |
|
Form of EnPro Industries, Inc. Restricted Share Units Award Agreement for Management Stock Purchase Deferral Plan |
|
|
10.14+ |
|
EnPro Industries, Inc. Defined Benefit Restoration Plan (amended and restated effective as of January 1, 2007) (incorporated by reference to Exhibit 10.25 to the Form 10-K for the
year ended December 31, 2006 filed by EnPro Industries, Inc. (File No. 001-31225)) |
|
|
10.15+ |
|
EnPro Industries, Inc. Deferred Compensation Plan (as amended and restated effective October 27, 2009) (incorporated by reference to Exhibit 10.11 to the Form 10-K for the year
ended December 31, 2009 filed by EnPro Industries, Inc. (File No. 001-31225)). |
|
|
10.16+ |
|
EnPro Industries, Inc. Deferred Compensation Plan for Non-Employee Directors (as amended and restated effective February 12, 2008) (incorporated by reference to Exhibit 10.1 to the
Form 10-Q for the period ended March 31, 2008 filed by EnPro Industries, Inc. (File No. 001-31225)) |
|
|
10.17+ |
|
EnPro Industries, Inc. Outside Directors Phantom Share Plan (incorporated by reference to Exhibit 10.14 to the Form 10-K for the year ended December 31, 2002 filed by EnPro
Industries, Inc. (File No. 001-31225)) |
|
|
10.18 |
|
Second Amended and Restated Loan and Security Agreement, dated March 31, 2011, by and among Coltec Industries Inc, Coltec Industrial Products LLC, GGB LLC, Corrosion Control
Corporation, Stemco LP and STEMCO Kaiser Incorporated, as Borrowers; EnPro Industries, Inc, as Parent; Coltec International Services Co, GGB, Inc., Stemco Holdings, Inc., Compressor Products Holdings, Inc. and Compressor Services Holdings, Inc., as
Subsidiary Guarantors; the various financial institutions listed on the signature pages thereof, as Lenders; Bank of America, N.A., as Agent and Issuing Bank; and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as Sole Lead Arranger and Sole
Book Manager (incorporated by reference to Exhibit 10.1 to the Form 8-K dated April 4, 2011 filed by EnPro Industries, Inc. (File No. 001-31225) |
|
|
10.19 |
|
First Amendment to Second Amended and Restated Loan and Security Agreement, dated September 28, 2011, by and among Coltec Industries Inc, Coltec Industrial Products LLC, GGB LLC,
Corrosion Control Corporation, Stemco LP, STEMCO Kaiser Incorporated, Technetics Group LLC, Technetics Group Daytona, Inc., Kenlee Daytona LLC, Applied Surface Technology, Inc. and Belfab, Inc., as Borrowers; EnPro Industries, Inc, as Parent; Coltec
International Services Co, GGB, Inc., Stemco Holdings, Inc., Compressor Products Holdings, Inc., Compressor Services Holdings, Inc. and Best Holdings I, Inc., as Subsidiary Guarantors; the various financial institutions listed on the signature pages
thereof, as Lenders; and Bank of America, N.A., as collateral and administrative agent for the Lenders (incorporated by reference to Exhibit 10.1 to the Form 8-K dated October 3, 2011 filed by EnPro Industries, Inc. (File No.
001-31225) |
|
|
10.20+ |
|
Executive Employment Agreement dated March 10, 2008 between EnPro Industries, Inc. and Stephen E. Macadam (incorporated by reference to Exhibit 10.1 to the Form 8-K dated March 10,
2008 filed by EnPro Industries, Inc., (File No. 001-31225)) |
|
|
10.21+ |
|
Amendment to Executive Employment Agreement dated as of August 4, 2010 between EnPro Industries, Inc. and Stephen E. Macadam incorporated by reference to Exhibit 10.1 to the Form
10-Q for the period ended September 30, 2010 filed by EnPro Industries, Inc., (File No. 001-31225)) |
59
|
|
|
|
|
10.22+ |
|
Management Continuity Agreement dated as of April 14, 2008 between EnPro Industries, Inc. and Stephen E. Macadam (incorporated by reference to Exhibit 10.13 to the Form 10-K
for the year ended December 31, 2008 filed by EnPro Industries, Inc. (File No. 001-31225)) |
|
|
10.23+ |
|
Management Continuity Agreement dated as of August 1, 2002 between EnPro Industries, Inc. and Richard L. Magee (incorporated by reference to Exhibit 10.25 to the Form 10-K for the
year ended December 31, 2002 filed by EnPro Industries, Inc. (File No. 001-31225)) |
|
|
10.24+ |
|
Management Continuity Agreement dated as of January 30, 2006 between EnPro Industries, Inc. and J. Milton Childress II (incorporated by reference to Exhibit 10.28 to the Form 10-K
for the year ended December 31, 2005 filed by EnPro Industries, Inc. (File No. 001-31225)) |
|
|
10.25+ |
|
Management Continuity Agreement dated as of February 7, 2012 between EnPro Industries, Inc. and David S. Burnett (incorporated by reference to Exhibit 10.1 to the Form 10-Q for the
period ended March 31, 2012 filed by EnPro Industries, Inc. (File No. 001-31225)) |
|
|
10.26+ |
|
Management Continuity Agreement dated May 21, 2008 between EnPro Industries, Inc. and Robert P. McKinney (incorporated by reference to Exhibit 10.1 to the Form 10-Q for the period
ended March 31, 2010 filed by EnPro Industries, Inc. (File No. 001-31225)) |
|
|
10.27+ |
|
Management Continuity Agreement dated as of August 25, 2008 between EnPro Industries, Inc. and Dale A. Herold (incorporated by reference to Exhibit 10.21 to the Form 10-K for the
year ended December 31, 2009 filed by EnPro Industries, Inc. (File No. 001-31225)) |
|
|
10.28+ |
|
Management Continuity Agreement dated as of May 5, 2010 between EnPro Industries, Inc. and Robert S. McLean (incorporated by reference to Exhibit 10.1 to the Form 10-Q for the
period ended June 30, 2010 filed by EnPro Industries, Inc. (File No. 001-31225)) |
|
|
10.29+ |
|
Management Continuity Agreement dated as of December 15, 2011 between EnPro Industries, Inc. and Marvin A. Riley (incorporated by reference to Exhibit 10.28 to the Form 10-K for the
year ended December 31, 2011 filed by EnPro Industries, Inc. (File No. 001-31225)) |
|
|
10.30+ |
|
Management Continuity Agreement dated as of August 1, 2012 between EnPro Industries, Inc. and Cynthia A. Marushak (incorporated by reference to Exhibit 10.1 to the Form 10-Q for the
period ended September 30, 2012 filed by EnPro Industries, Inc. (File No. 001-31225). (This exhibit is substantially identical to Management Continuity Agreements between EnPro Industries, Inc. and the following subsidiary officers entered into on
the dates indicated: Jon A. Cox, August 3, 2011; Anthony R. Gioffredi, August 3, 2011; Gilles Hudon, August 3 2011; and Ken Walker, August 3, 2011 |
|
|
10.31+ |
|
Death Benefits Agreement dated as of December 12, 2002 between EnPro Industries, Inc. and Richard L. Magee (incorporated by reference to Exhibit 10.33 to the Form 10-K for the year
ended December 31, 2002 filed by EnPro Industries, Inc. (File No. 001-31225)) |
|
|
10.32+ |
|
Supplemental Retirement and Death Benefits Agreement dated as of November 8, 2005 between EnPro Industries, Inc. and Richard L. Magee (incorporated by reference to Exhibit 10.3 to
the Form 10-Q for the quarter ended September 30, 2005 filed by EnPro Industries, Inc. (File No. 001-31225)) |
|
|
10.33+ |
|
Amendment to Supplemental Retirement and Death Benefits Agreement dated as of December 11, 2009 between EnPro Industries, Inc. and Richard L. Magee (incorporated by reference
to |
60
|
|
|
|
|
|
|
Exhibit 10.2 to the Form 8-K dated December 15, 2009 filed by EnPro Industries, Inc. (File No. 001-31225)) |
|
|
10.34+ |
|
EnPro Industries, Inc. Senior Officer Severance Plan (effective as of August 4, 2010) (incorporated by reference to Exhibit 10.34 to the Form 10-K for the year ended
December 31, 2010 filed by EnPro Industries, Inc. (File No. 001-31225)) |
|
|
10.35+* |
|
Summary of Executive and Director Compensation Arrangements |
|
|
21* |
|
List of Subsidiaries |
|
|
23.1* |
|
Consent of PricewaterhouseCoopers LLP |
|
|
23.2* |
|
Consent of Bates White, LLC |
|
|
24.1* |
|
Power of Attorney from Thomas M. Botts |
|
|
24.2* |
|
Power of Attorney from Peter C. Browning |
|
|
24.3* |
|
Power of Attorney from B. Bernard Burns, Jr. |
|
|
24.4* |
|
Power of Attorney from Diane C. Creel |
|
|
24.5* |
|
Power of Attorney from Kees van der Graaf |
|
|
24.6* |
|
Power of Attorney from Gordon D. Harnett |
|
|
24.7* |
|
Power of Attorney from David L. Hauser |
|
|
24.8* |
|
Power of Attorney from Wilbur J. Prezzano, Jr. |
|
|
31.1* |
|
Certification of Chief Executive Officer pursuant to Rule 13a 14(a)/15d 14(a) |
|
|
31.2* |
|
Certification of Chief Financial Officer pursuant to Rule 13a 14(a)/15d 14(a) |
|
|
32* |
|
Certification pursuant to Section 1350 |
* |
Items marked with an asterisk are filed herewith. |
+ |
Management contract or compensatory plan required to be filed under Item 15(c) of this report and Item 601 of Regulation S-K of the Securities and Exchange
Commission. |
61
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders of EnPro Industries, Inc.:
In our opinion, the consolidated financial statements, listed in the index appearing under Item 8 of the Form 10-K, present fairly, in all material respects, the financial position of EnPro
Industries, Inc. and its consolidated subsidiaries at December 31, 2012 and 2011, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2012 in conformity with accounting
principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedule listed in the index appearing under Item 8 of the Form 10-K presents fairly, in all material respects, the information
set forth therein when read in conjunction with the related consolidated financial statements. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2012,
based on criteria established in Internal Control Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Companys management is responsible for these financial statements and
financial statement schedule, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in Managements Report on Internal Control over
Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on these financial statements, on the financial statement schedule, and on the Companys internal control over financial reporting based on our
integrated audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether
the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control
over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control
based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
A companys internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A companys internal control over financial reporting includes those policies and procedures that
(i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors
of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the companys assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of
any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
62
As described in Managements Report on Internal Control over Financial Reporting appearing under
Item 9A, management has excluded Motorwheel Commercial Vehicle Systems, Inc. (Acquired Entity) from its assessment of internal control over financial reporting as of December 31, 2012 because it was acquired by the Company
through a business acquisition during 2012. We have also excluded the Acquired Entity from our audit of internal control over financial reporting. The Acquired Entity is a wholly-owned subsidiary whose total assets and total revenues represent 6%
and 3%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2012.
/s/
PricewaterhouseCoopers LLP
Charlotte, North Carolina
February 27, 2013
63
FINANCIAL INFORMATION
ENPRO INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
Years Ended December 31, 2012, 2011 and 2010
(in millions, except per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2012 |
|
|
2011 |
|
|
2010 |
|
Net sales |
|
$ |
1,184.2 |
|
|
$ |
1,105.5 |
|
|
$ |
865.0 |
|
Cost of sales |
|
|
784.1 |
|
|
|
726.5 |
|
|
|
541.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit |
|
|
400.1 |
|
|
|
379.0 |
|
|
|
324.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
Selling, general and administrative |
|
|
286.1 |
|
|
|
275.0 |
|
|
|
242.9 |
|
Asbestos-related |
|
|
|
|
|
|
|
|
|
|
23.3 |
|
Other |
|
|
6.5 |
|
|
|
2.3 |
|
|
|
3.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
292.6 |
|
|
|
277.3 |
|
|
|
269.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income |
|
|
107.5 |
|
|
|
101.7 |
|
|
|
54.4 |
|
Interest expense |
|
|
(43.2 |
) |
|
|
(40.8 |
) |
|
|
(27.5 |
) |
Interest income |
|
|
0.4 |
|
|
|
1.2 |
|
|
|
1.6 |
|
Gain on deconsolidation of GST |
|
|
|
|
|
|
|
|
|
|
54.1 |
|
Other income (expense) |
|
|
(1.2 |
) |
|
|
2.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations before income taxes |
|
|
63.5 |
|
|
|
65.0 |
|
|
|
82.6 |
|
Income tax expense |
|
|
(22.5 |
) |
|
|
(20.8 |
) |
|
|
(21.3 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations |
|
|
41.0 |
|
|
|
44.2 |
|
|
|
61.3 |
|
Income from discontinued operations, net of taxes |
|
|
|
|
|
|
|
|
|
|
94.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
41.0 |
|
|
$ |
44.2 |
|
|
$ |
155.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings per share: |
|
|
|
|
|
|
|
|
|
|
|
|
Continuing operations |
|
$ |
1.99 |
|
|
$ |
2.15 |
|
|
$ |
3.01 |
|
Discontinued operations |
|
|
|
|
|
|
|
|
|
|
4.63 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income per share |
|
$ |
1.99 |
|
|
$ |
2.15 |
|
|
$ |
7.64 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings per share: |
|
|
|
|
|
|
|
|
|
|
|
|
Continuing operations |
|
$ |
1.90 |
|
|
$ |
2.06 |
|
|
$ |
2.96 |
|
Discontinued operations |
|
|
|
|
|
|
|
|
|
|
4.55 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income per share |
|
$ |
1.90 |
|
|
$ |
2.06 |
|
|
$ |
7.51 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See notes to Consolidated Financial Statements.
64
ENPRO INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Years Ended December 31, 2012, 2011 and 2010
(in millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2012 |
|
|
2011 |
|
|
2010 |
|
Net income |
|
$ |
41.0 |
|
|
$ |
44.2 |
|
|
$ |
155.4 |
|
|
|
|
|
Other comprehensive income (loss): |
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustments |
|
|
5.3 |
|
|
|
(7.9 |
) |
|
|
(8.5 |
) |
Pension and post-retirement benefits adjustment (excluding amortization) |
|
|
(10.8 |
) |
|
|
(46.5 |
) |
|
|
11.7 |
|
Amortization of pension and post-retirement benefits included in net income |
|
|
10.2 |
|
|
|
5.1 |
|
|
|
5.6 |
|
Change in fair value of cash flow hedges |
|
|
|
|
|
|
(0.4 |
) |
|
|
(3.5 |
) |
Realized loss (income) from settled cash flow hedges included in net income |
|
|
(0.2 |
) |
|
|
1.1 |
|
|
|
1.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive income (loss), before tax |
|
|
4.5 |
|
|
|
(48.6 |
) |
|
|
6.3 |
|
Income tax benefit (expense) related to items of other comprehensive income (loss) |
|
|
0.2 |
|
|
|
15.3 |
|
|
|
(5.5 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive income (loss), net of tax |
|
|
4.7 |
|
|
|
(33.3 |
) |
|
|
0.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income |
|
$ |
45.7 |
|
|
$ |
10.9 |
|
|
$ |
156.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See notes to Consolidated Financial Statements.
65
ENPRO INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
Years Ended December 31, 2012, 2011 and 2010
(in millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2012 |
|
|
2011 |
|
|
2010 |
|
OPERATING ACTIVITIES OF CONTINUING OPERATIONS |
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
41.0 |
|
|
$ |
44.2 |
|
|
$ |
155.4 |
|
Adjustments to reconcile net income to net cash provided by operating activities of continuing operations: |
|
|
|
|
|
|
|
|
|
|
|
|
Income from discontinued operations, net of taxes |
|
|
|
|
|
|
|
|
|
|
(94.1 |
) |
Taxes related to sale of discontinued operations |
|
|
|
|
|
|
|
|
|
|
(50.9 |
) |
Gain on deconsolidation of GST, net of taxes |
|
|
|
|
|
|
|
|
|
|
(33.8 |
) |
Depreciation |
|
|
28.8 |
|
|
|
25.3 |
|
|
|
23.3 |
|
Amortization |
|
|
26.7 |
|
|
|
23.1 |
|
|
|
16.3 |
|
Accretion of debt discount |
|
|
6.9 |
|
|
|
6.3 |
|
|
|
5.8 |
|
Deferred income taxes |
|
|
5.9 |
|
|
|
4.3 |
|
|
|
(2.4 |
) |
Stock-based compensation |
|
|
7.1 |
|
|
|
5.4 |
|
|
|
6.9 |
|
Excess tax benefits from stock-based compensation |
|
|
(1.5 |
) |
|
|
(1.0 |
) |
|
|
(0.8 |
) |
Change in assets and liabilities, net of effects of acquisitions, divestiture and deconsolidation of businesses: |
|
|
|
|
|
|
|
|
|
|
|
|
Asbestos liabilities, net of insurance receivables |
|
|
|
|
|
|
|
|
|
|
26.0 |
|
Accounts receivable |
|
|
15.8 |
|
|
|
(31.1 |
) |
|
|
(43.9 |
) |
Inventories |
|
|
(12.5 |
) |
|
|
(12.0 |
) |
|
|
5.2 |
|
Accounts payable |
|
|
(4.7 |
) |
|
|
12.0 |
|
|
|
2.1 |
|
Other current assets and liabilities |
|
|
2.5 |
|
|
|
5.8 |
|
|
|
12.6 |
|
Other noncurrent assets and liabilities |
|
|
2.2 |
|
|
|
(0.9 |
) |
|
|
8.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by operating activities of continuing operations |
|
|
118.2 |
|
|
|
81.4 |
|
|
|
35.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INVESTING ACTIVITIES OF CONTINUING OPERATIONS |
|
|
|
|
|
|
|
|
|
|
|
|
Purchases of property, plant and equipment |
|
|
(35.6 |
) |
|
|
(31.5 |
) |
|
|
(21.9 |
) |
Payments for capitalized internal-use software |
|
|
(5.3 |
) |
|
|
(2.8 |
) |
|
|
(2.2 |
) |
Divestiture of business |
|
|
|
|
|
|
|
|
|
|
189.1 |
|
Deconsolidation of GST |
|
|
|
|
|
|
|
|
|
|
(29.5 |
) |
Acquisitions, net of cash acquired |
|
|
(85.3 |
) |
|
|
(228.2 |
) |
|
|
(25.9 |
) |
Other |
|
|
0.6 |
|
|
|
1.8 |
|
|
|
0.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) investing activities of continuing operations |
|
|
(125.6 |
) |
|
|
(260.7 |
) |
|
|
109.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FINANCING ACTIVITIES OF CONTINUING OPERATIONS |
|
|
|
|
|
|
|
|
|
|
|
|
Net repayments of short-term borrowings |
|
|
(0.5 |
) |
|
|
(13.1 |
) |
|
|
(6.1 |
) |
Proceeds from debt |
|
|
246.7 |
|
|
|
53.9 |
|
|
|
|
|
Repayments of debt |
|
|
(218.4 |
) |
|
|
(50.1 |
) |
|
|
(0.1 |
) |
Other |
|
|
1.7 |
|
|
|
(0.1 |
) |
|
|
1.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) financing activities of continuing operations |
|
|
29.5 |
|
|
|
(9.4 |
) |
|
|
(4.6 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
66
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2012 |
|
|
2011 |
|
|
2010 |
|
CASH FLOWS OF DISCONTINUED OPERATIONS |
|
|
|
|
|
|
|
|
|
|
|
|
Operating cash flows |
|
|
|
|
|
|
|
|
|
|
1.9 |
|
Investing cash flows |
|
|
|
|
|
|
|
|
|
|
(0.1 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by discontinued operations |
|
|
|
|
|
|
|
|
|
|
1.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect of exchange rate changes on cash and cash equivalents |
|
|
1.1 |
|
|
|
0.2 |
|
|
|
(0.2 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in cash and cash equivalents |
|
|
23.2 |
|
|
|
(188.5 |
) |
|
|
142.4 |
|
Cash and cash equivalents at beginning of year |
|
|
30.7 |
|
|
|
219.2 |
|
|
|
76.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of year |
|
$ |
53.9 |
|
|
$ |
30.7 |
|
|
$ |
219.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental disclosures of cash flow information: |
|
|
|
|
|
|
|
|
|
|
|
|
Cash paid during the year for: |
|
|
|
|
|
|
|
|
|
|
|
|
Interest |
|
$ |
24.3 |
|
|
$ |
22.9 |
|
|
$ |
7.2 |
|
Income taxes |
|
$ |
19.7 |
|
|
$ |
35.1 |
|
|
$ |
56.5 |
|
See notes to Consolidated Financial Statements.
67
ENPRO INDUSTRIES, INC.
CONSOLIDATED BALANCE SHEETS
As of December 31, 2012 and 2011
(in millions, except share amounts)
|
|
|
|
|
|
|
|
|
|
|
2012 |
|
|
2011 |
|
ASSETS |
|
|
|
|
|
|
|
|
Current assets |
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
53.9 |
|
|
$ |
30.7 |
|
Accounts receivable, less allowance for doubtful accounts of $5.7 in 2012 and $4.6 in 2011 |
|
|
187.2 |
|
|
|
195.3 |
|
Inventories |
|
|
130.8 |
|
|
|
112.6 |
|
Prepaid expenses and other current assets |
|
|
22.3 |
|
|
|
44.1 |
|
|
|
|
|
|
|
|
|
|
Total current assets |
|
|
394.2 |
|
|
|
382.7 |
|
Property, plant and equipment |
|
|
185.5 |
|
|
|
164.2 |
|
Goodwill |
|
|
220.4 |
|
|
|
201.2 |
|
Other intangible assets |
|
|
222.5 |
|
|
|
195.7 |
|
Investment in GST |
|
|
236.9 |
|
|
|
236.9 |
|
Deferred income taxes and income tax receivable |
|
|
78.0 |
|
|
|
42.5 |
|
Other assets |
|
|
33.4 |
|
|
|
28.9 |
|
|
|
|
|
|
|
|
|
|
Total assets |
|
$ |
1,370.9 |
|
|
$ |
1,252.1 |
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND SHAREHOLDERS EQUITY |
|
|
|
|
|
|
|
|
Current liabilities |
|
|
|
|
|
|
|
|
Short-term borrowings |
|
$ |
10.1 |
|
|
$ |
9.9 |
|
Notes payable to GST |
|
|
10.7 |
|
|
|
10.2 |
|
Current maturities of long-term debt |
|
|
1.0 |
|
|
|
1.6 |
|
Accounts payable |
|
|
83.9 |
|
|
|
83.9 |
|
Accrued expenses |
|
|
121.8 |
|
|
|
119.5 |
|
|
|
|
|
|
|
|
|
|
Total current liabilities |
|
|
227.5 |
|
|
|
225.1 |
|
Long-term debt |
|
|
184.3 |
|
|
|
148.6 |
|
Notes payable to GST |
|
|
237.4 |
|
|
|
227.2 |
|
Pension liability |
|
|
112.7 |
|
|
|
108.7 |
|
Other liabilities |
|
|
61.9 |
|
|
|
48.4 |
|
|
|
|
|
|
|
|
|
|
Total liabilities |
|
|
823.8 |
|
|
|
758.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Commitments and contingencies |
|
|
|
|
|
|
|
|
|
|
|
Shareholders equity |
|
|
|
|
|
|
|
|
Common stock $.01 par value; 100,000,000 shares authorized; issued 20,904,857 shares at December 31, 2012 and
20,779,237 shares at December 31, 2011 |
|
|
0.2 |
|
|
|
0.2 |
|
Additional paid-in capital |
|
|
425.4 |
|
|
|
418.1 |
|
Retained earnings |
|
|
145.9 |
|
|
|
104.9 |
|
Accumulated other comprehensive loss |
|
|
(23.0 |
) |
|
|
(27.7 |
) |
Common stock held in treasury, at cost 204,382 shares at December 31, 2012 and 206,306 shares at December 31,
2011 |
|
|
(1.4 |
) |
|
|
(1.4 |
) |
|
|
|
|
|
|
|
|
|
Total shareholders equity |
|
|
547.1 |
|
|
|
494.1 |
|
|
|
|
|
|
|
|
|
|
Total liabilities and shareholders equity |
|
$ |
1,370.9 |
|
|
$ |
1,252.1 |
|
|
|
|
|
|
|
|
|
|
See notes to Consolidated Financial Statements.
68
ENPRO INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS EQUITY
Years Ended December 31, 2012, 2011 and 2010
(dollars and shares in millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock |
|
|
Additional Paid-in Capital |
|
|
Retained Earnings (Accumulated Deficit) |
|
|
Accumulated Other Comprehensive Income (Loss) |
|
|
Treasury Stock |
|
|
Total Shareholders Equity
|
|
|
|
Shares |
|
|
Amount |
|
|
|
|
|
|
Balance, December 31, 2009 |
|
|
20.2 |
|
|
$ |
0.2 |
|
|
$ |
402.7 |
|
|
$ |
(94.7 |
) |
|
$ |
4.8 |
|
|
$ |
(1.4 |
) |
|
$ |
311.6 |
|
Net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
155.4 |
|
|
|
|
|
|
|
|
|
|
|
155.4 |
|
Other comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.8 |
|
|
|
|
|
|
|
0.8 |
|
Exercise of stock options and other incentive plan activity |
|
|
0.2 |
|
|
|
|
|
|
|
8.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2010 |
|
|
20.4 |
|
|
|
0.2 |
|
|
|
411.3 |
|
|
|
60.7 |
|
|
|
5.6 |
|
|
|
(1.4 |
) |
|
|
476.4 |
|
|
|
|
|
|
|
|
|
Net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
44.2 |
|
|
|
|
|
|
|
|
|
|
|
44.2 |
|
Other comprehensive loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(33.3 |
) |
|
|
|
|
|
|
(33.3 |
) |
Exercise of stock options and other incentive plan activity |
|
|
0.2 |
|
|
|
|
|
|
|
6.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2011 |
|
|
20.6 |
|
|
|
0.2 |
|
|
|
418.1 |
|
|
|
104.9 |
|
|
|
(27.7 |
) |
|
|
(1.4 |
) |
|
|
494.1 |
|
|
|
|
|
|
|
|
|
Net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
41.0 |
|
|
|
|
|
|
|
|
|
|
|
41.0 |
|
Other comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.7 |
|
|
|
|
|
|
|
4.7 |
|
Exercise of stock options and other incentive plan activity |
|
|
0.1 |
|
|
|
|
|
|
|
7.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2012 |
|
|
20.7 |
|
|
$ |
0.2 |
|
|
$ |
425.4 |
|
|
$ |
145.9 |
|
|
$ |
(23.0 |
) |
|
$ |
(1.4 |
) |
|
$ |
547.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See notes to Consolidated Financial Statements.
69
ENPRO INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. |
|
Overview, Significant Accounting Policies and Recently Issued Accounting Pronouncements |
Overview
EnPro Industries, Inc. (we, us, our, EnPro or the Company) is a leader in the design, development, manufacturing and marketing of proprietary
engineered industrial products that primarily include: sealing products; self-lubricating, non-rolling bearing products; precision engineered components and lubrication systems for reciprocating compressors; and, heavy-duty, medium-speed diesel,
natural gas and dual fuel reciprocating engines, including parts and services for engines.
Summary of Significant
Accounting Policies
Principles of Consolidation The Consolidated Financial Statements reflect the
accounts of the Company and our majority-owned and controlled subsidiaries. All intercompany accounts and transactions between our consolidated operations have been eliminated.
Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles
requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.
Revisions Certain prior period amounts have been revised to conform to current classifications. Cash payments associated
with the development or purchase of internal-use software of $2.8 million and $2.2 million for the years ended December 31, 2011 and 2010, respectively, previously classified as operating cash flows on the Consolidated Statements of Cash Flow,
have been changed to investing cash flows. We concluded this revision was not material to the prior years cash flow statements. No other financial amounts or disclosures were affected.
Revenue Recognition Revenue is recognized at the time title and risk of product ownership is transferred or when services
are rendered with the exception of engine revenue recognition in the Engine Products and Services segment as described in the following three paragraphs. Shipping costs billed to customers are recognized as revenue and expensed in cost of goods
sold.
During the third quarter of 2011, the Engine Products and Services segment began using percentage-of-completion
(POC) accounting for new and nearly new engine contracts rather than the completed-contract method. We made this change because, as a result of enhancements to our financial management and reporting systems, we are able to reasonably
estimate the revenue, costs, and progress towards completion of engine builds. If we are not able to meet those conditions for a particular engine contract, we recognize revenues using the completed-contract method. Progress towards completion is
measured by reference to costs incurred to date as a percentage of estimated total project costs.
Recognized revenues and
profits are subject to revisions during the engine build period in the event the assumptions regarding the overall contract outcome are revised. The cumulative effect of a revision in estimates is recorded in the period such a revision becomes
likely and estimable. Losses on contracts in progress are recognized in the period a loss becomes likely and estimable. Contracts accounted for under the POC method represented revenues and operating income of $67.3 million and $13.1 million,
respectively, for the year ended December 31, 2012, and $9.6 million and $1.5 million, respectively, for the year ended December 31, 2011.
70
The Engine Products and Services segment will continue to use the completed-contract method
for engines in production at June 30, 2011. Revenue recognition for Engine Products and Services parts and services revenue did not change nor did the revenue recognition policy for the Sealing Products or Engineered Products segment.
Foreign Currency Translation The financial statements of those operations whose functional currency is a
foreign currency are translated into U.S. dollars using the current rate method. Under this method, all assets and liabilities are translated into U.S. dollars using current exchange rates, and income statement activities are translated using
average exchange rates. The foreign currency translation adjustment is included in accumulated other comprehensive loss in the Consolidated Balance Sheets. Gains and losses on foreign currency transactions are included in operating income. Foreign
currency transaction gains (losses) totaled $0.3 million, $(0.9) million, and $2.1 million for 2012, 2011, and 2010, respectively.
Research and Development Expense Costs related to research and development activities are expensed as incurred. We perform research and development under Company-funded programs for
commercial products. Total research and development expenditures in 2012, 2011, and 2010 were $10.8 million, $14.6 million, and $12.4 million, respectively, and are included in selling, general and administrative expenses in the Consolidated
Statements of Operations.
Income Taxes We use the asset and liability method of accounting for income taxes.
Temporary differences arising between the tax basis of an asset or liability and its carrying amount on the Consolidated Balance Sheet are used to calculate future income tax assets or liabilities. This method also requires the recognition of
deferred tax benefits, such as net operating loss carryforwards. A valuation allowance recorded to reduce deferred tax assets when it is more likely than not that a tax benefit will not be realized. Deferred tax assets and liabilities are measured
using enacted tax rates expected to apply to the taxable income (losses) in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is
recognized in income in the period that includes the enactment date. A tax benefit from an uncertain tax position is recognized only if it is more likely than not that the position will be sustained on its technical merits. If the recognition
threshold for the tax position is met, only the portion of the tax benefit that is greater than 50 percent likely to be realized is recorded.
Cash and Cash Equivalents Cash and cash equivalents include cash on hand, demand deposits and highly liquid investments with a maturity of three months or less at the time of purchase.
Receivables Accounts receivable are stated at the historical carrying amount net of write-offs and allowance
for doubtful accounts. We establish an allowance for doubtful accounts receivable based on historical experience and any specific customer collection issues we have identified. Doubtful accounts receivable are written off when a settlement is
reached for an amount less than the outstanding historical balance or when we have determined the balance will not be collected.
The balances billed but not paid by customers pursuant to retainage provisions in long-term contracts and programs are due upon completion of the contracts and acceptance by the owner. At
December 31, 2012, we had $3.6 million of retentions expected to be collected in 2013 recorded in accounts receivable and $2.9 million of retentions expected to be collected beyond 2013 recorded in other long-term assets in the Consolidated
Balance Sheets. At December 31, 2011, we had $5.5 million of current retentions and $0.7 million of long-term retentions recorded in the Consolidated Balance Sheets.
Inventories Certain domestic inventories are valued by the last-in, first-out (LIFO) cost method. Inventories not valued by the LIFO method, other than inventoried costs relating
to long-term contracts and programs, are valued using the first-in, first-out (FIFO) cost method, and are recorded at
71
the lower of cost or market. Approximately 37% and 33% of inventories were valued by the LIFO method in 2012 and 2011, respectively.
Inventoried costs relating to long-term contracts and programs are stated at the actual production cost, incurred to date, including
direct labor and factory overhead. Progress payments related to long-term contracts and programs are shown as a reduction of inventories. Initial program start-up costs and other nonrecurring costs are expensed as incurred. Inventoried costs
relating to long-term contracts and programs are reduced by any amounts in excess of estimated realizable value.
Property,
Plant and Equipment Property, plant and equipment are recorded at cost. Depreciation of plant and equipment is determined on the straight-line method over the following estimated useful lives of the assets: buildings and improvements, 3
to 40 years; machinery and equipment, 3 to 10 years.
Goodwill and Other Intangible Assets Goodwill represents
the excess of the purchase price over the fair value of the net assets of acquired businesses. Goodwill is not amortized, but instead is subject to annual impairment testing conducted each year as of October 1. The goodwill asset impairment
test involves comparing the fair value of a reporting unit to its carrying amount. If the carrying amount of a reporting unit exceeds its fair value, a second step of comparing the implied fair value of the reporting units goodwill to the
carrying amount of that goodwill is required to measure the potential goodwill impairment loss. Interim tests may be required if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below
its carrying amount.
To estimate the fair value of our reporting units, we use both discounted cash flow and market valuation
approaches. The discounted cash flow approach uses cash flow projections to calculate the fair value of each reporting unit while the market approach relies on market multiples of similar companies. The key assumptions used for the discounted cash
flow approach include business projections, growth rates, and discount rates. The discount rate we use is based on our weighted average cost of capital. For the market approach, we chose a group of 14 companies we believe are representative of our
diversified industrial peers. We used a 70% weighting for the discounted cash flow valuation approach and a 30% weighting for the market valuation approach, reflecting our belief that the discounted cash flow valuation approach provides a better
indicator of value since it reflects the specific cash flows anticipated to be generated in the future by the business.
We
completed our required annual impairment tests of goodwill as of October 1, 2012, 2011, and 2010. During the 2012 test, we determined that the estimated fair value of our Compressor Products International (CPI) reporting unit,
included in our Engineered Products segment, exceeded its book value by 10%. There is $55.4 million of goodwill allocated to CPI. The future cash flows modeled for CPI are dependent on certain cost saving restructuring initiatives and a
customer-focused organizational realignment, both launched in 2012. The customer focused organizational realignment was critical to price and volume opportunities identified while developing the 2013 forecast. While there is uncertainty associated
with the customer price and volume opportunities, only a portion were forecasted in the future cash flow model utilized for goodwill impairment testing. Finally, CPI is dependent on the strength of their customers and their respective industries to
achieve sales forecasted for 2013. We determined all other reporting units had fair values substantially in excess of carrying values and there were no subsequent indicators of impairment through December 31, 2012. While we believe we have made
reasonable estimates and assumptions to calculate the fair value of the reporting units, it is possible a material change could occur. If our actual results are not consistent with our estimates and assumptions used to calculate fair value, we may
be required to perform the second step of the goodwill impairment test which could result in a material impairment of our goodwill at some point in the future.
72
Other intangible assets are recorded at cost, or when acquired as a part of a business
combination, at estimated fair value. These assets include customer relationships, patents and other technology agreements, trademarks, licenses and non-compete agreements. Intangible assets that have definite lives are amortized using a method that
reflects the pattern in which the economic benefits of the assets are consumed or the straight-line method over estimated useful lives of 2 to 25 years. Intangible assets with indefinite lives are subject to at least annual impairment testing, which
compares the fair value of the intangible asset with its carrying amount. The results of our assessments did not indicate any impairment to our intangible assets for the years presented.
Investment in GST The historical business operations of Garlock Sealing Technologies LLC (GST LLC) and The
Anchor Packing Company (Anchor) have resulted in a substantial volume of asbestos litigation in which plaintiffs have alleged personal injury or death as a result of exposure to asbestos fibers. Those subsidiaries manufactured and/or
sold industrial sealing products, predominately gaskets and packing, that contained encapsulated asbestos fibers. Anchor is an inactive and insolvent indirect subsidiary of Coltec Industries Inc (Coltec). Our subsidiaries exposure
to asbestos litigation and their relationships with insurance carriers have been managed through another Coltec subsidiary, Garrison Litigation Management Group, Ltd. (Garrison). GST LLC, Anchor and Garrison are collectively referred to
as GST.
On June 5, 2010 (the Petition Date), GST LLC, Anchor and Garrison filed voluntary
petitions for reorganization under Chapter 11 of the United States Bankruptcy Code in the U.S. Bankruptcy Court for the Western District of North Carolina in Charlotte (the Bankruptcy Court). GSTs financial results were included in
our consolidated results through June 4, 2010, the day prior to the Petition Date. However, GAAP requires that an entity that files for protection under the U.S. Bankruptcy Code, whether solvent or insolvent, whose financial statements were
previously consolidated with those of its parent, as GST and its subsidiaries were with EnPro, generally must be prospectively deconsolidated from the parent and the investment accounted for using the cost method. At deconsolidation, our investment
was recorded at its estimated fair value on June 4, 2010. The cost method requires us to present our ownership interests in the net assets of GST at the Petition Date as an investment and to not recognize any income or loss from GST and
subsidiaries in our results of operations during the reorganization period. When GST emerges from the jurisdiction of the Bankruptcy Court, the subsequent accounting will be determined based upon the applicable facts and circumstances at such time,
including the terms of any plan of reorganization.
The investment in GST is subject to periodic reviews for impairment. To
estimate the fair value, we consider many factors and use both discounted cash flow and market valuation approaches. In the discounted cash flow approach, we use cash flow projections to calculate the fair value of GST. The key assumptions used for
the discounted cash flow approach include expected cash flows based on internal business plans, historical and projected growth rates, discount rates, estimated asbestos claim values and insurance collection projections. We do not adjust the
assumption about asbestos claims values from the amount reflected in the liability GST recorded prior to the deconsolidation. The asbestos claims value will be determined in the claims resolution process, either through negotiations with claimant
representatives or, absent a negotiated resolution, by the Bankruptcy Court after contested proceedings. Our estimates are based upon assumptions we have consistently applied in prior years and which are believed to be reasonable, but which by their
nature are uncertain and unpredictable. For the market approach, we use recent acquisition multiples for businesses of similar size to GST. We use a 70% weighting for the discounted cash flow valuation approach and a 30% weighting for the market
valuation approach, reflecting our belief that the discounted cash flow valuation approach provides the best indication of value since it reflects the specific cash flows anticipated to be generated in the future by GST.
73
The ability of GST LLC and Garrison to continue as going concerns is dependent upon their
ability to resolve their ultimate asbestos liability in the bankruptcy from their net assets, future cash flows, and available insurance proceeds, whether through the confirmation of a plan of reorganization or otherwise. As a result of the
bankruptcy filing and related events, there can be no assurance the carrying values of the assets, including the carrying value of the business and the tax receivable, will be realized or that liabilities will be liquidated or settled for the
amounts recorded. In addition, a plan of reorganization, or rejection thereof, could change the amounts reported in the GST LLC and Garrison financial statements and cause a material change in the carrying amount of our investment in GST.
Debt We have $172.5 million outstanding in aggregate principal amount of 3.9375% Convertible Senior Debentures
(the Debentures). Applicable authoritative accounting guidance required that the liability component of the Debentures be recorded at its fair value as of the issuance date. This resulted in us recording debt in the amount of $111.2
million as of the October 2005 issuance date with the $61.3 million offset to the debt discount being recorded in equity on a net of tax basis. The debt discount, $23.5 million as of December 31, 2012, is being amortized through interest
expense until the maturity date of October 15, 2015, resulting in an effective interest rate of approximately 9.5% and a $149.0 million net carrying amount of the liability component at December 31, 2012. As of December 31, 2011, the
unamortized debt discount was $30.4 million and the net carrying amount of the liability component was $142.1 million. Interest expense related to the Debentures for the years ended December 30, 2012, 2011 and 2010 includes $6.8 million of
contractual interest coupon in each period and $6.9 million, $6.3 million and $5.8 million, respectively, of debt discount amortization.
Derivative Instruments We use derivative financial instruments to manage our exposure to various risks. The use of these financial instruments modifies the exposure with the intent of
reducing our risk. We do not use financial instruments for trading purposes, nor do we use leveraged financial instruments. The counterparties to these contractual arrangements are major financial institutions and GST LLC as described in Note 11. We
use multiple financial institutions for derivative contracts to minimize the concentration of credit risk. The current accounting rules require derivative instruments, excluding certain contracts that are issued and held by a reporting entity that
are both indexed to its own stock and classified in shareholders equity, be reported in the Consolidated Balance Sheets at fair value and that changes in a derivatives fair value be recognized currently in earnings unless specific hedge
accounting criteria are met.
We are exposed to foreign currency risks that arise from normal business operations. These risks
include the translation of local currency balances on our foreign subsidiaries balance sheets, intercompany loans with foreign subsidiaries and transactions denominated in foreign currencies. We strive to control our exposure to these risks
through our normal operating activities and, where appropriate, through derivative instruments. We have entered into contracts to hedge forecasted transactions occurring at various dates through December 2014 that are denominated in foreign
currencies. The notional amount of foreign exchange contracts hedging foreign currency transactions was $130.4 million and $125.5 million at December 31, 2012 and 2011, respectively. At December 31, 2012, foreign exchange contracts with
notional amounts totaling $45.3 million were accounted for as cash flow hedges. As cash flow hedges, the effective portion of the gain or loss on the contracts was reported in accumulated other comprehensive loss and the ineffective portion was
reported in income. Amounts in accumulated other comprehensive loss are reclassified into income, primarily cost of sales, in the period that the hedged transactions affect earnings. It is anticipated that substantially the entire amount within
accumulated other comprehensive loss related to derivative instruments will be reclassified into income within the next twelve months. The remaining notional amounts of $85.1 million of foreign exchange contracts, most of which have a maturity date
of a month or less, were recorded at their fair market value with changes in market value recorded in income. The balances of derivative assets are generally recorded in other current assets and the balances of derivative liabilities are generally
recorded in accrued expenses in the Consolidated Balance Sheets.
74
Fair Value Measurements Fair value is defined as the exchange price that would
be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.
We utilize a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels.
The following is a brief description of those three levels:
|
|
|
Level 1: Observable inputs such as quoted prices in active markets for identical assets or liabilities. |
|
|
|
Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. These include quoted prices for
similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active. |
|
|
|
Level 3: Unobservable inputs that reflect the reporting entitys own assumptions. |
The fair value of intangible assets associated with acquisitions was determined using a discounted cash flow analysis. Projecting
discounted future cash flows required us to make significant estimates regarding future revenues and expenses, projected capital expenditures, changes in working capital and the appropriate discount rate. This non-recurring fair value measurement
would be classified as Level 3 due to the absence of quoted market prices or observable inputs for assets of a similar nature.
Similarly, the fair value computations for the recurring impairment analyses of goodwill, indefinite-lived intangible assets and the
investment in GST would be classified as Level 3 due to the absence of quoted market prices or observable inputs. The key assumptions used for the discounted cash flow approach include expected cash flows based on internal business plans, historical
and projected growth rates and discount rates. Significant changes in any of those inputs could result in a significantly different fair value measurement.
Recently Issued Accounting Pronouncements
In July 2012, existing
accounting guidance regarding impairment testing for indefinite-lived intangible assets was amended. The change gives companies the option to perform a qualitative impairment assessment for their indefinite-lived intangible assets that may allow
them to skip the required quantitative fair value calculation. The change is effective for fiscal years beginning after September 15, 2012, and early adoption is permitted. There will be no effect on our consolidated financial results as the
amendment relates only to the method of impairment testing.
In June 2011, accounting guidance was amended to change the
presentation of comprehensive income. These changes give an entity the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of
comprehensive income or in two separate but consecutive statements. These changes became effective retrospectively for fiscal years beginning after December 15, 2011. Other than the change in presentation, there was no effect on our
consolidated financial statements.
In May 2011, existing accounting guidance regarding fair value measurement and disclosure
was amended. The clarifying changes relate to the application of the highest and best use and valuation premise concepts, measuring the fair value of an instrument classified in a reporting entitys shareholders equity, and disclosure of
quantitative information about unobservable inputs used for Level 3 fair value measurements. These changes became effective for interim and annual periods beginning after December 15, 2011. There was no significant impact on our consolidated
financial results and balance sheet.
75
In April 2012, we acquired Motorwheel Commercial Vehicle Systems, Inc. (Motorwheel), a leading U.S.
manufacturer of lightweight brake drums for heavy-duty trucks and other commercial vehicles. Motorwheel also sells wheel-end component assemblies for the heavy-duty market, sells fasteners for wheel-end applications and provides related services to
its customers, including product development, testing and certification. The business operates manufacturing facilities in Chattanooga, Tennessee and Berea, Kentucky. Motorwheel is managed as part of the Stemco operations in the Sealing Products
segment.
The acquisition was paid for with approximately $85 million of cash, which was funded by additional borrowings from
our revolving credit facility. The following table presents the purchase price allocation of Motorwheel as well as minor adjustments to previously completed acquisitions:
|
|
|
|
|
|
|
(in millions) |
|
Accounts receivable |
|
$ |
7.0 |
|
Inventories |
|
|
5.0 |
|
Property, plant and equipment |
|
|
14.2 |
|
Goodwill |
|
|
16.9 |
|
Other intangible assets |
|
|
49.7 |
|
Other assets |
|
|
0.1 |
|
Liabilities assumed |
|
|
(7.6 |
) |
|
|
|
|
|
|
|
$ |
85.3 |
|
|
|
|
|
|
Because the assets, liabilities and results of operations for this acquisition are not significant to our
consolidated financial position or results of operations, pro forma financial information and additional disclosures are not presented.
In January 2011, we acquired certain assets and assumed certain liabilities of Rome Tool & Die, Inc., a leading supplier of steel brake shoes to the North American heavy-duty truck market. In
February 2011, we acquired the business of Pipeline Seal and Insulator, Inc. and its affiliates, a privately-owned group of companies that manufacture products for the safe flow of fluids through pipeline transmission and distribution systems
worldwide. In February 2011, we acquired the Mid Western group of companies, a privately-owned business primarily serving the oil and gas drilling, production and processing industries of Western Canada. In July 2011, we acquired Tara Technologies
Corporation, a privately-held company that offers highly engineered products and solutions to the semiconductor, aerospace, energy and medical markets. In August 2011, we acquired certain assets and assumed certain liabilities of PI Bearing
Technologies, a privately-held manufacturer of bearing blocks and other bearing products used in fluid power applications. The acquisitions completed during 2011 were paid for with $228.2 million in cash.
The following pro forma condensed consolidated financial results of operations for the years ended December 31, 2011 and 2010, are
presented as if the 2011 acquisitions had been completed on January 1, 2010:
|
|
|
|
|
|
|
|
|
|
|
2011 |
|
|
2010 |
|
|
|
(in millions) |
|
Pro forma net sales |
|
$ |
1,161.7 |
|
|
$ |
1,028.5 |
|
Pro forma net income from continuing operations |
|
|
50.9 |
|
|
|
63.9 |
|
76
The 2011 supplemental pro forma net income from continuing operations was adjusted to
exclude $2.2 million of pre-tax acquisition-related costs and $1.7 million of pre-tax nonrecurring expenses related to the fair value adjustment to acquisition date inventory. The 2010 supplemental pro forma net income from continuing operations was
adjusted to include these charges. These pro forma financial results have been prepared for comparative purposes only and do not reflect the effect of synergies that would have been expected to result from the integration of these acquisitions. The
pro forma information does not purport to be indicative of the results of operations that actually would have resulted had the combinations occurred on January 1, 2010, or of future results of the consolidated entities.
In September 2010, we acquired Hydrodyne, a designer and manufacturer of machined metallic seals and other specialized components used
primarily by the space, aerospace and nuclear industries. This business is included in our Sealing Products segment. In August 2010, we acquired CC Technology, Progressive Equipment, Inc. and Premier Lubrication Systems, Inc. These businesses design
and manufacture lubrication systems used in reciprocating compressors and are included in our Engineered Products segment. The acquisitions completed during 2010 were paid for with $25.9 million in cash.
3. |
|
Discontinued Operations |
During the fourth quarter of 2009, we announced our plans to sell the Quincy Compressor business (Quincy)
that had been reported within the Engineered Products segment. Accordingly, we have reported, for all periods presented, the financial condition, results of operations and cash flows of Quincy as a discontinued operation in the accompanying
consolidated financial statements.
On March 1, 2010, we completed the sale of Quincy, other than the equity interests in
Kunshan Q-Tech Air Systems Technologies Ltd., Quincys operation in China (Q-Tech). The sale of the equity interests in Q-Tech was completed during the second quarter of 2010. The purchase price for the assets and equity interests
sold was $189.1 million in cash. The purchaser also assumed certain liabilities of Quincy. The sale resulted in a gain of $147.8 million ($92.5 million, net of tax).
For the year ended December 31, 2010, results of operations from Quincy during the period owned by EnPro were as follows (in millions):
|
|
|
|
|
Sales |
|
$ |
23.3 |
|
|
|
|
|
|
|
|
Income from discontinued operations |
|
$ |
2.6 |
|
Income tax expense |
|
|
(1.0 |
) |
|
|
|
|
|
Income from discontinued operations, before gain from disposal |
|
|
1.6 |
|
Gain from disposal of discontinued operations, net of tax |
|
|
92.5 |
|
|
|
|
|
|
Income from discontinued operations, net of taxes |
|
$ |
94.1 |
|
|
|
|
|
|
4. |
|
Other Income (Expense) |
Operating
We incurred $5.0 million, $1.4 million and $0.9 million of restructuring costs during the years ended December 31, 2012, 2011 and 2010, respectively.
During 2012, we initiated a number of restructuring activities throughout our operations, the most significant of which were at our
Garlock, GGB and CPI businesses. At both Garlock and CPI, we consolidated several of our North American manufacturing operations and service centers into other existing sites. At GGB, we reduced the size of our workforce, primarily in Europe, as
activity slowed in
77
their markets. In addition, GGB also shut down their fluid film bearing product line, which began as a new product development effort a few years ago. Ultimately, the product did not prove to be
commercially viable, and we made the decision to shut down production. Workforce reductions announced as a result of our 2012 restructuring activities totaled 189 salaried administrative and hourly manufacturing positions, most of which had been
terminated by December 31, 2012.
Restructuring reserves at December 31, 2012, as well as activity during the year,
consisted of:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance December 31, 2011 |
|
|
Provision |
|
|
Payments |
|
|
Balance December 31, 2012 |
|
|
|
(in millions) |
|
Personnel-related costs |
|
$ |
|
|
|
$ |
2.8 |
|
|
$ |
(2.7 |
) |
|
$ |
0.1 |
|
Facility relocation and closure costs |
|
|
0.6 |
|
|
|
2.2 |
|
|
|
(2.0 |
) |
|
|
0.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
0.6 |
|
|
$ |
5.0 |
|
|
$ |
(4.7 |
) |
|
$ |
0.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restructuring reserves at December 31, 2011, as well as activity during the year, consisted of:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance December 31, 2010 |
|
|
Provision |
|
|
Payments |
|
|
Balance December 31, 2011 |
|
|
|
(in millions) |
|
Personnel-related costs |
|
$ |
0.7 |
|
|
$ |
0.1 |
|
|
$ |
(0.8 |
) |
|
$ |
|
|
Facility relocation costs |
|
|
0.2 |
|
|
|
1.3 |
|
|
|
(0.9 |
) |
|
|
0.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
0.9 |
|
|
$ |
1.4 |
|
|
$ |
(1.7 |
) |
|
$ |
0.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restructuring reserves at December 31, 2010, as well as activity during the year, consisted of:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance December 31, 2009 |
|
|
Provision |
|
|
Payments |
|
|
Balance December 31, 2010 |
|
|
|
(in millions) |
|
Personnel-related costs |
|
$ |
2.6 |
|
|
$ |
0.5 |
|
|
$ |
(2.4 |
) |
|
$ |
0.7 |
|
Facility demolition and relocation costs |
|
|
0.4 |
|
|
|
0.4 |
|
|
|
(0.6 |
) |
|
|
0.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
3.0 |
|
|
$ |
0.9 |
|
|
$ |
(3.0 |
) |
|
$ |
0.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restructuring costs by reportable segment are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31, |
|
|
|
2012 |
|
|
2011 |
|
|
2010 |
|
|
|
(in millions) |
|
Sealing Products |
|
$ |
1.5 |
|
|
$ |
1.3 |
|
|
$ |
0.4 |
|
Engineered Products |
|
|
3.5 |
|
|
|
0.1 |
|
|
|
0.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
5.0 |
|
|
$ |
1.4 |
|
|
$ |
0.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
78
Also included in other operating expense for the years ended December 31, 2012, 2011
and 2010 was $1.5 million, $0.9 million and $2.5 million, respectively, of legal fees primarily related to the bankruptcy of certain subsidiaries discussed further in Note 18.
Non-Operating
During 2012, we recorded expense of $1.2 million due
to environmental reserve increases based on new facts at several specific sites. These sites all related to previously owned businesses.
In 2011, we contributed to our U.S. defined benefit pension plans a guaranteed investment contract (GIC) received in connection with the Crucible Benefits Trust settlement agreement. Refer to
Note 19, Commitments and Contingencies Crucible Steel Corporation a/k/a Crucible, Inc. for additional information about the settlement agreement. The GIC was valued at $21.4 million for purposes of the pension plan contribution
which resulted in a $2.9 million gain.
Income from continuing operations before income taxes as shown in the Consolidated Statements of Operations consists of
the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31, |
|
|
|
2012 |
|
|
2011 |
|
|
2010 |
|
|
|
(in millions) |
|
Domestic |
|
$ |
27.7 |
|
|
$ |
22.6 |
|
|
$ |
55.7 |
|
Foreign |
|
|
35.8 |
|
|
|
42.4 |
|
|
|
26.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
63.5 |
|
|
$ |
65.0 |
|
|
$ |
82.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
A summary of income tax expense in the Consolidated Statements of Operations from continuing operations
is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31, |
|
|
|
2012 |
|
|
2011 |
|
|
2010 |
|
|
|
(in millions) |
|
Current: |
|
|
|
|
|
|
|
|
|
|
|
|
Federal |
|
$ |
9.3 |
|
|
$ |
4.7 |
|
|
$ |
(3.3 |
) |
Foreign |
|
|
5.5 |
|
|
|
11.3 |
|
|
|
6.2 |
|
State |
|
|
1.8 |
|
|
|
0.5 |
|
|
|
0.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
16.6 |
|
|
|
16.5 |
|
|
|
3.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred: |
|
|
|
|
|
|
|
|
|
|
|
|
Federal |
|
|
3.0 |
|
|
|
2.7 |
|
|
|
15.8 |
|
Foreign |
|
|
3.5 |
|
|
|
1.5 |
|
|
|
1.3 |
|
State |
|
|
(0.6 |
) |
|
|
0.1 |
|
|
|
0.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5.9 |
|
|
|
4.3 |
|
|
|
17.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
22.5 |
|
|
$ |
20.8 |
|
|
$ |
21.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax expense separately allocated to discontinued operations was $1.0 million for the year ended
December 31, 2010. During the year ended December 31, 2010, an additional income tax expense of $55.3 million was separately allocated to the gain from the sale of Quincy.
79
Significant components of deferred income tax assets and liabilities at December 31,
2012 and 2011 are as follows:
|
|
|
|
|
|
|
|
|
|
|
2012 |
|
|
2011 |
|
|
|
(in millions) |
|
Deferred income tax assets: |
|
|
|
|
|
|
|
|
Net operating losses |
|
$ |
12.3 |
|
|
$ |
9.7 |
|
Accrual for post-retirement benefits other than pensions |
|
|
4.5 |
|
|
|
4.1 |
|
Environmental reserves |
|
|
4.5 |
|
|
|
4.9 |
|
Retained liabilities of previously owned businesses |
|
|
8.5 |
|
|
|
4.7 |
|
Accruals and reserves |
|
|
5.4 |
|
|
|
7.8 |
|
Pensions |
|
|
13.6 |
|
|
|
13.3 |
|
Minimum pension liability |
|
|
38.3 |
|
|
|
38.2 |
|
Inventories |
|
|
6.0 |
|
|
|
4.3 |
|
Interest |
|
|
6.3 |
|
|
|
4.7 |
|
Compensation and benefits |
|
|
9.3 |
|
|
|
8.9 |
|
|
|
|
|
|
|
|
|
|
Gross deferred income tax assets |
|
|
108.7 |
|
|
|
100.6 |
|
Valuation allowance |
|
|
(17.7 |
) |
|
|
(12.1 |
) |
|
|
|
|
|
|
|
|
|
Total deferred income tax assets |
|
|
91.0 |
|
|
|
88.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred income tax liabilities: |
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
(36.1 |
) |
|
|
(33.4 |
) |
GST deconsolidation gain |
|
|
(21.4 |
) |
|
|
(21.0 |
) |
|
|
|
|
|
|
|
|
|
Total deferred income tax liabilities |
|
|
(57.5 |
) |
|
|
(54.4 |
) |
|
|
|
|
|
|
|
|
|
Net deferred tax assets |
|
$ |
33.5 |
|
|
$ |
34.1 |
|
|
|
|
|
|
|
|
|
|
At December 31, 2012, we had foreign tax net operating loss carryforwards of approximately $35.5
million of which approximately $7.2 million expire at various dates beginning in 2013, and approximately $28.3 million have an indefinite carryforward period. We also had state tax net operating loss carryforwards of approximately $47.7 million
which expire at various dates between 2013 through 2029. These net operating loss carryforwards may be used to offset a portion of future taxable income and, thereby, reduce or eliminate our U.S. federal, state or foreign income taxes otherwise
payable.
We determined, based on the available evidence, that it is uncertain whether future taxable income of certain of our
foreign subsidiaries will be significant enough or of the correct character to recognize certain of these deferred tax assets. As a result, valuation allowances of approximately $17.7 million and $12.1 million have been recorded as of
December 31, 2012 and 2011, respectively. Valuation allowances primarily relate to certain state and foreign net operating losses and other net deferred tax assets in jurisdictions where future taxable income is uncertain. A portion of the
valuation allowance may be associated with deferred tax assets recorded in purchase accounting. In accordance with applicable accounting guidelines, any reversal of a valuation allowance that was recorded in purchase accounting reduces income tax
expense.
80
The effective income tax rate from operations varied from the statutory federal income tax
rate as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Percent of Pretax Income Years Ended December 31, |
|
|
|
2012 |
|
|
2011 |
|
|
2010 |
|
Statutory federal income tax rate |
|
|
35.0 |
% |
|
|
35.0 |
% |
|
|
35.0 |
% |
US taxation of foreign profits, net of foreign tax credits |
|
|
(4.5 |
) |
|
|
(3.5 |
) |
|
|
(9.9 |
) |
Research and employment tax credits |
|
|
|
|
|
|
(2.0 |
) |
|
|
(0.3 |
) |
State and local taxes |
|
|
1.8 |
|
|
|
0.9 |
|
|
|
1.6 |
|
Domestic production activities |
|
|
(2.8 |
) |
|
|
(2.7 |
) |
|
|
(1.4 |
) |
Foreign tax rate differences |
|
|
(2.2 |
) |
|
|
(3.6 |
) |
|
|
(1.3 |
) |
Uncertain tax positions and prior adjustments |
|
|
(0.4 |
) |
|
|
1.8 |
|
|
|
(1.7 |
) |
Capital loss utilization |
|
|
|
|
|
|
|
|
|
|
(2.2 |
) |
Statutory changes in tax rates |
|
|
(0.4 |
) |
|
|
(0.8 |
) |
|
|
|
|
Valuation allowance |
|
|
7.5 |
|
|
|
4.8 |
|
|
|
5.2 |
|
Nondeductible expenses |
|
|
1.7 |
|
|
|
2.0 |
|
|
|
1.3 |
|
Other items, net |
|
|
(0.4 |
) |
|
|
0.2 |
|
|
|
(0.5 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Effective income tax rate |
|
|
35.3 |
% |
|
|
32.1 |
% |
|
|
25.8 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
We have not provided for the federal and foreign withholding taxes on approximately $150 million of
foreign subsidiaries undistributed earnings as of December 31, 2012, because such earnings are intended to be reinvested indefinitely. Upon repatriation, certain foreign countries impose withholding taxes. The amount of withholding tax
that would be payable on remittance of the entire amount would approximate $2.7 million. Although such earnings are intended to be reinvested indefinitely, any tax liability for undistributed earnings, including withholding taxes, would be negated
by the availability of corresponding dividends received deductions and foreign tax credits.
As of December 31, 2012 and
2011, we had $6.3 million and $4.8 million, respectively, of gross unrecognized tax benefits. Of the gross unrecognized tax benefit balances as of December 31, 2012 and 2011, $3.2 million and $3.9 million, respectively, would have an impact on
our effective tax rate if ultimately recognized.
We record interest and penalties related to unrecognized tax benefits in
income tax expense. In addition to the gross unrecognized tax benefits above, we had $0.5 million and $0.8 million accrued for interest and penalties at December 31, 2012 and 2011, respectively. Income tax expense for the years ended
December 31, 2012, 2011 and 2010, includes $(0.2) million, $(0.2) million and $0.2 million, respectively, for interest and penalties related to unrecognized tax benefits. The amounts listed above for accrued interest do not reflect the benefit
of any tax deduction, which might be available if the interest were ultimately paid.
A reconciliation of the beginning and
ending amount of the gross unrecognized tax benefits (excluding interest) is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
(in millions) |
|
2012 |
|
|
2011 |
|
|
2010 |
|
Balance at beginning of year |
|
$ |
4.8 |
|
|
$ |
2.4 |
|
|
$ |
7.2 |
|
Reductions from deconsolidation of GST |
|
|
|
|
|
|
|
|
|
|
(3.9 |
) |
Additions as a result of acquisitions |
|
|
0.1 |
|
|
|
0.5 |
|
|
|
|
|
Additions based on tax positions related to the current year |
|
|
0.9 |
|
|
|
0.7 |
|
|
|
0.3 |
|
Additions for tax positions of prior years |
|
|
2.7 |
|
|
|
3.1 |
|
|
|
0.1 |
|
Reductions for tax positions of prior years |
|
|
(0.2 |
) |
|
|
(0.1 |
) |
|
|
(0.7 |
) |
Reductions as a result of a lapse in the statute of limitations |
|
|
(1.9 |
) |
|
|
(1.5 |
) |
|
|
(0.6 |
) |
Reductions as a result of audit settlements |
|
|
(0.1 |
) |
|
|
(0.3 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at end of year |
|
$ |
6.3 |
|
|
$ |
4.8 |
|
|
$ |
2.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
81
The IRS completed the field examination for our 2008, 2009, and 2010 U.S. federal income tax
returns during the third quarter of 2012. As a result of the IRSs conclusion of its field examination, we reduced our gross unrecognized tax benefits by $2.0 million to reflect amounts determined to be effectively settled. US federal income
tax returns after 2010 remain open to examination. We and our subsidiaries are also subject to income tax in multiple state and foreign jurisdictions. Various foreign and state tax returns are currently under examination. Substantially all
significant state, local and foreign income tax returns for the years 2005 and forward are open to examination. We expect that some of these examinations may conclude within the next twelve months, however, the final outcomes are not yet
determinable. If these examinations are concluded or effectively settled within the next twelve months, it could reduce the associated gross unrecognized tax benefits by approximately $1.5 million.
Basic earnings per share is computed by dividing the applicable net income by the weighted-average number of common
shares outstanding for the period. Diluted earnings per share is calculated using the weighted-average number of shares of common stock as adjusted for any potentially dilutive shares as of the balance sheet date. The computation of basic and
diluted earnings per share is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2012 |
|
|
2011 |
|
|
2010 |
|
Numerator (basic and diluted): |
|
|
|
|
|
|
|
|
|
|
|
|
Continuing operations |
|
$ |
41.0 |
|
|
$ |
44.2 |
|
|
$ |
61.3 |
|
Discontinued operations |
|
|
|
|
|
|
|
|
|
|
94.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
41.0 |
|
|
$ |
44.2 |
|
|
$ |
155.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Denominator: |
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average shares basic |
|
|
20.7 |
|
|
|
20.5 |
|
|
|
20.3 |
|
Share-based awards |
|
|
0.4 |
|
|
|
0.3 |
|
|
|
0.3 |
|
Convertible debentures |
|
|
0.5 |
|
|
|
0.7 |
|
|
|
0.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average shares diluted |
|
|
21.6 |
|
|
|
21.5 |
|
|
|
20.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per share basic: |
|
|
|
|
|
|
|
|
|
|
|
|
Continuing operations |
|
$ |
1.99 |
|
|
$ |
2.15 |
|
|
$ |
3.01 |
|
Discontinued operations |
|
|
|
|
|
|
|
|
|
|
4.63 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
1.99 |
|
|
$ |
2.15 |
|
|
$ |
7.64 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per share diluted |
|
|
|
|
|
|
|
|
|
|
|
|
Continuing operations |
|
$ |
1.90 |
|
|
$ |
2.06 |
|
|
$ |
2.96 |
|
Discontinued operations |
|
|
|
|
|
|
|
|
|
|
4.55 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
1.90 |
|
|
$ |
2.06 |
|
|
$ |
7.51 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As discussed further in Note 12, we have issued Debentures. Under the terms of the Debentures, upon
conversion, we will settle the par amount of our obligations in cash and the remaining obligations, if any, in common shares. Pursuant to applicable accounting guidelines, we include the conversion option effect in diluted earnings per share during
such periods when our average stock price exceeds the stated conversion price.
82
|
|
|
|
|
|
|
|
|
|
|
As of December 31, |
|
|
|
2012 |
|
|
2011 |
|
|
|
(in millions) |
|
Finished products |
|
$ |
72.0 |
|
|
$ |
64.5 |
|
Deferred costs relating to long-term contracts |
|
|
16.6 |
|
|
|
28.6 |
|
Work in process |
|
|
33.4 |
|
|
|
18.9 |
|
Raw materials and supplies |
|
|
36.3 |
|
|
|
42.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
158.3 |
|
|
|
154.3 |
|
Reserve to reduce certain inventories to LIFO basis |
|
|
(12.4 |
) |
|
|
(12.0 |
) |
Progress payments |
|
|
(15.1 |
) |
|
|
(29.7 |
) |
|
|
|
|
|
|
|
|
|
Total |
|
$ |
130.8 |
|
|
$ |
112.6 |
|
|
|
|
|
|
|
|
|
|
8. |
|
Property, Plant and Equipment |
|
|
|
|
|
|
|
|
|
|
|
As of December 31, |
|
|
|
2012 |
|
|
2011 |
|
|
|
(in millions) |
|
Land |
|
$ |
5.8 |
|
|
$ |
3.9 |
|
Buildings and improvements |
|
|
96.3 |
|
|
|
84.3 |
|
Machinery and equipment |
|
|
341.6 |
|
|
|
312.5 |
|
Construction in progress |
|
|
25.3 |
|
|
|
21.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
469.0 |
|
|
|
422.3 |
|
Less accumulated depreciation |
|
|
(283.5 |
) |
|
|
(258.1 |
) |
|
|
|
|
|
|
|
|
|
Total |
|
$ |
185.5 |
|
|
$ |
164.2 |
|
|
|
|
|
|
|
|
|
|
9. |
|
Goodwill and Other Intangible Assets |
The changes in the net carrying value of goodwill by reportable segment for the years ended December 31, 2012 and
2011 are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sealing Products |
|
|
Engineered Products |
|
|
Engine Products and Services |
|
|
Total |
|
|
|
(in millions) |
|
Gross goodwill as of December 31, 2010 |
|
$ |
93.5 |
|
|
$ |
148.0 |
|
|
$ |
7.1 |
|
|
$ |
248.6 |
|
Accumulated impairment losses |
|
|
(27.8 |
) |
|
|
(108.7 |
) |
|
|
|
|
|
|
(136.5 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Goodwill as of December 31, 2010 |
|
|
65.7 |
|
|
|
39.3 |
|
|
|
7.1 |
|
|
|
112.1 |
|
|
|
|
|
|
Foreign currency translation |
|
|
(0.7 |
) |
|
|
(0.7 |
) |
|
|
|
|
|
|
(1.4 |
) |
Acquisitions |
|
|
71.3 |
|
|
|
19.2 |
|
|
|
|
|
|
|
90.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross goodwill as of December 31, 2011 |
|
|
164.1 |
|
|
|
166.5 |
|
|
|
7.1 |
|
|
|
337.7 |
|
Accumulated impairment losses |
|
|
(27.8 |
) |
|
|
(108.7 |
) |
|
|
|
|
|
|
(136.5 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Goodwill as of December 31, 2011 |
|
|
136.3 |
|
|
|
57.8 |
|
|
|
7.1 |
|
|
|
201.2 |
|
|
|
|
|
|
Foreign currency translation |
|
|
0.6 |
|
|
|
1.8 |
|
|
|
|
|
|
|
2.4 |
|
Acquisitions |
|
|
15.9 |
|
|
|
0.9 |
|
|
|
|
|
|
|
16.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross goodwill as of December 31, 2012 |
|
|
180.6 |
|
|
|
169.2 |
|
|
|
7.1 |
|
|
|
356.9 |
|
Accumulated impairment losses |
|
|
(27.8 |
) |
|
|
(108.7 |
) |
|
|
|
|
|
|
(136.5 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Goodwill as of December 31, 2012 |
|
$ |
152.8 |
|
|
$ |
60.5 |
|
|
$ |
7.1 |
|
|
$ |
220.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
83
Identifiable intangible assets are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2012 |
|
|
As of December 31, 2011 |
|
|
|
Gross Carrying Amount |
|
|
Accumulated Amortization |
|
|
Gross Carrying Amount |
|
|
Accumulated Amortization |
|
|
|
(in millions) |
|
Amortized: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Customer relationships |
|
$ |
190.0 |
|
|
$ |
70.7 |
|
|
$ |
166.9 |
|
|
$ |
54.4 |
|
Existing technology |
|
|
53.8 |
|
|
|
13.3 |
|
|
|
34.7 |
|
|
|
10.6 |
|
Trademarks |
|
|
33.2 |
|
|
|
14.8 |
|
|
|
33.1 |
|
|
|
12.2 |
|
Other |
|
|
23.6 |
|
|
|
15.7 |
|
|
|
24.3 |
|
|
|
12.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
300.6 |
|
|
|
114.5 |
|
|
|
259.0 |
|
|
|
89.4 |
|
Indefinite-Lived: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trademarks |
|
|
36.4 |
|
|
|
|
|
|
|
26.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
337.0 |
|
|
$ |
114.5 |
|
|
$ |
285.1 |
|
|
$ |
89.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization expense for the years ended December 31, 2012, 2011 and 2010 was $24.3 million, $19.8
million and $13.2 million, respectively.
The estimated amortization expense for those intangible assets for the next five
years is as follows (in millions):
|
|
|
|
|
2013 |
|
$ |
24.1 |
|
2014 |
|
$ |
23.0 |
|
2015 |
|
$ |
21.4 |
|
2016 |
|
$ |
18.8 |
|
2017 |
|
$ |
17.5 |
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, |
|
|
|
2012 |
|
|
2011 |
|
|
|
(in millions) |
|
Salaries, wages and employee benefits |
|
$ |
47.2 |
|
|
$ |
52.9 |
|
Interest |
|
|
28.8 |
|
|
|
27.6 |
|
Other |
|
|
45.8 |
|
|
|
39.0 |
|
|
|
|
|
|
|
|
|
|
|
|
$ |
121.8 |
|
|
$ |
119.5 |
|
|
|
|
|
|
|
|
|
|
11. |
|
Related Party Transactions |
The deconsolidation of GST from our financial results, discussed more fully in Note 1, required certain intercompany
indebtedness described below to be reflected on our Consolidated Balance Sheets.
As of December 31, 2012 and 2011,
Coltec Finance Company Ltd., a wholly-owned subsidiary of Coltec, had aggregate, short-term borrowings of $10.1 million and $9.9 million, respectively, from GST LLCs subsidiaries in Mexico and Australia. The unsecured obligations were
denominated in the currency of the lending party, and bear interest based on the applicable one-month interbank offered rate for each foreign currency involved.
84
Effective as of January 1, 2010, Coltec entered into a $73.4 million Amended and
Restated Promissory Note due January 1, 2017 (the Coltec Note) in favor of GST LLC, and our subsidiary Stemco LP entered into a $153.8 million Amended and Restated Promissory Note due January 1, 2017, in favor of GST LLC (the
Stemco Note, and together with the Coltec Note, the Intercompany Notes). The Intercompany Notes amended and replaced promissory notes in the same principal amounts which were initially issued in March 2005, and which expired
on January 1, 2010.
The Intercompany Notes bear interest at 11% per annum, of which 6.5% is payable in cash and
4.5% is added to the principal amount of the Intercompany Notes as payment-in-kind (PIK) interest, with interest due on January 31 of each year. In 2012 and 2011, PIK interest of $10.7 million and $10.2 million, respectively, was
added to the principal balance of the Intercompany Notes. If GST LLC is unable to pay ordinary course operating expenses, under certain conditions, GST LLC can require Coltec and Stemco to pay in cash the accrued PIK interest necessary to meet such
ordinary course operating expenses, subject to certain caps. The interest due under the Intercompany Notes may be satisfied through offsets of amounts due under intercompany services agreements pursuant to which we provide certain corporate
services, make available access to group insurance coverage to GST, make advances to third party providers related to payroll and certain benefit plans sponsored by GST, and permit employees of GST to participate in certain of our benefit plans.
The Coltec Note is secured by Coltecs pledge of certain of its equity ownership in specified U.S. subsidiaries. The
Stemco Note is guaranteed by Coltec and secured by Coltecs pledge of its interest in Stemco. The Notes are subordinated to any obligations under our senior secured revolving credit facility described in Note 12.
We regularly transact business with GST through the purchase and sale of products. We also provide services for GST including information
technology, supply chain, treasury, tax administration, legal, and human resources under a support services agreement. GST is included in our consolidated U.S. federal income tax return and certain state combined income tax returns. As the parent of
these consolidated tax groups, we are liable for, and pay, income taxes owed by the entire group. We have agreed with GST to allocate group taxes to GST based on the U.S. consolidated tax return regulations and current income tax accounting
guidance. This method generally allocates taxes to GST as if it were a separate taxpayer. As a result, we carry an income tax receivable from GST related to this allocation.
Amounts included in our financial statements arising from transactions with GST include the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial Statement Location |
|
Years Ended December 31, |
|
|
|
|
2012 |
|
|
2011 |
|
|
2010 |
|
|
|
|
|
(in millions) |
|
Sales to GST |
|
Net sales |
|
$ |
26.1 |
|
|
$ |
24.4 |
|
|
$ |
11.4 |
|
Purchases from GST |
|
Cost of sales |
|
$ |
20.1 |
|
|
$ |
21.7 |
|
|
$ |
9.1 |
|
Interest expense |
|
Interest expense |
|
$ |
27.8 |
|
|
$ |
26.7 |
|
|
$ |
14.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial Statement Location |
|
As of December 31, |
|
|
|
|
2012 |
|
|
2011 |
|
|
|
|
|
(in millions) |
|
Due from GST |
|
Accounts receivable |
|
$ |
20.5 |
|
|
$ |
18.5 |
|
Income tax receivable |
|
Deferred income taxes and income tax receivable |
|
$ |
32.8 |
|
|
$ |
24.1 |
|
Due to GST |
|
Accounts payable |
|
$ |
5.0 |
|
|
$ |
4.9 |
|
Accrued interest |
|
Accrued expenses |
|
$ |
27.4 |
|
|
$ |
26.1 |
|
85
Additionally, we had outstanding foreign exchange forward contracts with GST LLC involving
the Australian dollar, Canadian dollar, Mexican peso and U.S. dollar with a notional amount of $21.9 million as of December 31, 2012. These related party contracts were eliminated in consolidation prior to the deconsolidation of GST.
|
|
|
|
|
|
|
|
|
|
|
As of December 31, |
|
|
|
2012 |
|
|
2011 |
|
|
|
(in millions) |
|
Convertible Debentures |
|
$ |
149.0 |
|
|
$ |
142.1 |
|
Revolving debt |
|
|
34.2 |
|
|
|
4.0 |
|
Other notes payable |
|
|
2.1 |
|
|
|
4.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
185.3 |
|
|
|
150.2 |
|
Less current maturities of long-term debt |
|
|
1.0 |
|
|
|
1.6 |
|
|
|
|
|
|
|
|
|
|
|
|
$ |
184.3 |
|
|
$ |
148.6 |
|
|
|
|
|
|
|
|
|
|
Debentures
We have $172.5 million outstanding in aggregate principal amount of Debentures. The Debentures bear interest at the annual rate of 3.9375%, with interest due on April 15 and October 15 of each
year, and will mature on October 15, 2015, unless they are converted prior to that date. The Debentures are direct, unsecured and unsubordinated obligations and rank equal in priority with all unsecured and unsubordinated indebtedness and
senior in right of payment to all subordinated indebtedness. They effectively rank junior to all secured indebtedness to the extent of the value of the assets securing such indebtedness. The Debentures do not contain financial covenants.
Holders may convert the Debentures under certain circumstances. Upon conversion of any Debentures, the principal amount would be settled
in cash and the premium, if any, in shares of our common stock. The initial conversion rate, which is subject to adjustment, is 29.5972 shares of common stock per $1,000 principal amount of Debentures. This is equal to an initial conversion price of
$33.79 per share. The Debentures may be converted under any of the following circumstances:
|
|
|
during any fiscal quarter (and only during such fiscal quarter), if the closing price of our common stock for at least 20 trading days in the 30
consecutive trading-day period ending on the last trading day of the preceding fiscal quarter was 130% or more of the then current conversion price per share of common stock on that 30th trading day; |
|
|
|
during the five business day period after any five consecutive trading-day period (which is referred to as the measurement period) in which
the trading price per debenture for each day of the measurement period was less than 98% of the product of the closing price of our common stock and the applicable conversion rate for the debentures; |
|
|
|
on or after September 15, 2015; |
|
|
|
upon the occurrence of specified corporate transactions; or |
|
|
|
in connection with a transaction or event constituting a change of control. |
None of the conditions that permit conversion were satisfied at December 31, 2012.
86
We used a portion of the net proceeds from the sale of the Debentures to enter into call
options (hedge and warrant transactions), which entitle us to purchase shares of our stock from a financial institution at $33.79 per share and entitle the financial institution to purchase shares from us at $46.78 per share. This will reduce
potential dilution to our common shareholders from conversion of the Debentures by increasing the effective conversion price to $46.78 per share.
Credit Facility
Our primary U.S. operating subsidiaries, other than
GST LLC, are parties to a senior secured revolving credit facility with a maximum availability of $175 million. Actual borrowing availability under the credit facility is determined by reference to a borrowing base of specified percentages of
eligible accounts receivable, inventory, equipment and real property elected to be pledged, and is reduced by usage of the facility, including outstanding letters of credit, and any reserves. Under certain conditions, we may request an increase to
the facility maximum availability to $225 million in total. Any increase is dependent on obtaining future lender commitments for those amounts, and no current lender has any obligation to provide such commitment. The credit facility matures on
July 17, 2015 unless, prior to that date, the Debentures are paid in full, refinanced on certain terms or defeased, in which case the facility will mature on March 30, 2016.
Borrowings under the credit facility are secured by specified assets of the Company and our U.S. operating subsidiaries, other than GST
LLC, and primarily include accounts receivable, inventory, equipment, real property elected to be pledged, deposit accounts, intercompany loans, intellectual property and related contract rights, general intangibles related to any of the foregoing
and proceeds related to disposal or sale of the foregoing. Subsidiary capital stock is not included as collateral.
Outstanding borrowings under the credit facility bear interest at a rate equal to, at our option, either (1) a base/prime rate plus
an applicable margin or (2) the adjusted one, two, three or six-month LIBOR rate plus an applicable margin. Pricing under the credit facility at any particular time is determined by reference to a pricing grid based on average daily
availability under the facility for the immediately prior fiscal quarter. Under the pricing grid, the applicable margins range from 0.75% to 1.25% for base/prime rate loans and from 1.75% to 2.25% for LIBOR loans. At December 31, 2012, the
applicable margin for base/prime rate loans was 1.00% and the applicable margin for LIBOR loans was 2.00%. The undrawn portion of the credit facility is subject to an unused line fee. Outstanding letters of credit are subject to an annual fee equal
to the applicable margin for LIBOR loans under the credit facility as in effect from time to time, plus a fronting fee on the aggregate undrawn amount of the letters of credit.
The credit agreement contains customary covenants and restrictions for an asset-based credit facility, including negative covenants
limiting certain: fundamental changes (such as merger transactions); loans; incurrence of debt other than specifically permitted debt; transactions with affiliates that are not on arms-length terms; incurrence of liens other than specifically
permitted liens; repayment of subordinated debt (except for scheduled payments in accordance with applicable subordination documents); prepayments of other debt; dividends; asset dispositions other than as specifically permitted; and acquisitions
and other investments other than as specifically permitted. The credit facility also requires us to maintain a minimum fixed charge coverage ratio in the event the amount available for borrowing is less than certain calculated amounts which vary
based on the available borrowing base and the aggregate commitments of the lenders under the credit facility.
The credit
facility contains events of default including, but not limited to, nonpayment of principal or interest, violation of covenants, breaches of representations and warranties, cross-default to other debt, bankruptcy and other insolvency events, material
judgments, certain ERISA events, actual or asserted invalidity of loan documentation and certain changes of control.
87
The actual borrowing availability at December 31, 2012, under our senior secured
revolving credit facility was $90.7 million after giving consideration to $3.8 million of letters of credit outstanding and $34.2 million of revolver borrowings.
Future principal payments on long-term debt are as follows:
|
|
|
|
|
|
|
(in millions) |
|
2013 |
|
$ |
1.0 |
|
2014 |
|
|
0.2 |
|
2015 |
|
|
206.8 |
|
2016 |
|
|
0.1 |
|
2017 |
|
|
0.1 |
|
Thereafter |
|
|
0.6 |
|
|
|
|
|
|
|
|
$ |
208.8 |
|
|
|
|
|
|
The payments for long-term debt shown in the table above reflect the contractual principal amount for the
convertible debentures. In the Consolidated Balance Sheets, this amount is shown net of a debt discount pursuant to applicable accounting rules.
13. |
|
Fair Value Measurements |
Assets and liabilities measured at fair value on a recurring basis are summarized as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurements as of December 31, 2012 |
|
|
|
Total |
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
|
(in millions) |
|
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash equivalents: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
European government money market |
|
$ |
21.9 |
|
|
$ |
21.9 |
|
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
21.9 |
|
|
|
21.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Guaranteed investment contract |
|
|
2.6 |
|
|
|
|
|
|
|
2.6 |
|
|
|
|
|
Foreign currency derivatives |
|
|
0.4 |
|
|
|
|
|
|
|
0.4 |
|
|
|
|
|
Deferred compensation assets |
|
|
4.5 |
|
|
|
4.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
29.4 |
|
|
$ |
26.4 |
|
|
$ |
3.0 |
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred compensation liabilities |
|
$ |
6.5 |
|
|
$ |
6.5 |
|
|
$ |
|
|
|
$ |
|
|
Foreign currency derivatives |
|
|
0.9 |
|
|
|
|
|
|
|
0.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
7.4 |
|
|
$ |
6.5 |
|
|
$ |
0.9 |
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
88
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurements as of December 31, 2011 |
|
|
|
Total |
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
|
(in millions) |
|
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash equivalents: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
European government money market |
|
$ |
13.0 |
|
|
$ |
13.0 |
|
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13.0 |
|
|
|
13.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Guaranteed investment contract |
|
|
2.5 |
|
|
|
|
|
|
|
2.5 |
|
|
|
|
|
Foreign currency derivatives |
|
|
1.2 |
|
|
|
|
|
|
|
1.2 |
|
|
|
|
|
Deferred compensation assets |
|
|
3.3 |
|
|
|
3.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
20.0 |
|
|
$ |
16.3 |
|
|
$ |
3.7 |
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred compensation liabilities |
|
$ |
5.2 |
|
|
$ |
5.2 |
|
|
$ |
|
|
|
$ |
|
|
Foreign currency derivatives |
|
|
2.1 |
|
|
|
|
|
|
|
2.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
7.3 |
|
|
$ |
5.2 |
|
|
$ |
2.1 |
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Our cash equivalents and deferred compensation assets and liabilities are classified within Level 1 of
the fair value hierarchy because they are valued using quoted market prices. The fair value for the guaranteed investment contract is based on quoted market prices for outstanding bonds of the insurance company issuing the contract. The fair values
for foreign currency derivatives are based on quoted market prices from various banks for similar instruments.
The carrying
values of our significant financial instruments reflected in the Consolidated Balance Sheets approximate their respective fair values, except for the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2012 |
|
|
December 31, 2011 |
|
|
|
Carrying Value |
|
|
Fair Value |
|
|
Carrying Value |
|
|
Fair Value |
|
|
|
(in millions) |
|
Long-term debt |
|
$ |
185.3 |
|
|
$ |
261.6 |
|
|
$ |
150.2 |
|
|
$ |
217.4 |
|
Notes payable to GST |
|
$ |
248.1 |
|
|
$ |
268.2 |
|
|
$ |
237.4 |
|
|
$ |
239.8 |
|
The fair values for long-term debt are based on quoted market prices, but this would be considered a
Level 2 computation because the market is not active. The Notes payable to GST computation would be considered Level 2 since it is based on rates available to us for debt with similar terms and maturities.
14. |
|
Pensions and Postretirement Benefits |
We have several non-contributory defined benefit pension plans covering eligible employees in the United States and
several European countries. We also had non-contributory defined benefit pension plans in Canada and Mexico prior to the deconsolidation of GST LLC. Salaried employees benefit payments are generally determined using a formula that is based on
an employees compensation and length of service. We closed our defined benefit pension plan for new salaried employees in the United States who joined the Company after January 1, 2006, and effective January 1, 2007, benefits were
frozen for all salaried employees who were not age 40 or older as of December 31, 2006, and other employees who chose to freeze their benefits. Hourly employees benefit payments are generally determined using stated amounts for each year
of service.
Our employees also participate in voluntary contributory retirement savings plans for salaried and hourly
employees maintained by us. Under these plans, eligible employees can receive matching
89
contributions up to the first 6% of their eligible earnings. Effective January 1, 2007, those employees whose defined benefit pension plan benefits were frozen receive an additional 2%
company contribution each year. We recorded $6.3 million, $6.0 million and $5.8 million in expenses in 2012, 2011 and 2010, respectively, for matching contributions under these plans.
Our general funding policy for qualified defined benefit pension plans is to contribute amounts that are at least sufficient to satisfy
regulatory funding standards. During 2012, 2011 and 2010, we contributed $11.3 million, $5.9 million and $1.3 million, respectively, in cash to our U.S. pension plans. In 2011, we also contributed to our U.S. defined benefit pension plans a GIC
received in connection with the Crucible Benefits Trust settlement agreement. Refer to Note 19, Commitments and Contingencies Crucible Steel Corporation a/k/a Crucible, Inc. for additional information about the settlement
agreement. The GIC was valued at $21.4 million for purposes of the pension plan contribution. We anticipate there will be a required funding of $19.1 million in 2013. Additionally, we expect to make total contributions of approximately $0.4 million
in 2013 to the foreign pension plans. The projected benefit obligation, accumulated benefit obligation and fair value of plan assets for the defined benefit pension plans with accumulated benefit obligations in excess of plan assets were $270.5
million, $257.7 million and $157.4 million at December 31, 2012, and $243.4 million, $231.4 million and $134.6 million at December 31, 2011, respectively.
We amortize prior service cost and unrecognized gains and losses using the straight-line basis over the average future service life of active participants.
We provide, through non-qualified plans, supplemental pension benefits to a limited number of employees. Certain of our subsidiaries also
sponsor unfunded defined benefit postretirement plans that provide certain health-care and life insurance benefits to eligible employees. The health-care plans are contributory, with retiree contributions adjusted periodically, and contain other
cost-sharing features, such as deductibles and coinsurance. The life insurance plans are generally noncontributory. The amounts included in Other Benefits in the following tables include the non-qualified plans and the other defined
benefit postretirement plans discussed above.
The following table sets forth the changes in projected benefit obligations and
plan assets of our defined benefit pension and other non-qualified and postretirement plans as of and for the years ended December 31, 2012 and 2011.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension Benefits |
|
|
Other Benefits |
|
|
|
2012 |
|
|
2011 |
|
|
2012 |
|
|
2011 |
|
|
|
(in millions) |
|
Change in Projected Benefit Obligations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Projected benefit obligations at beginning of year |
|
$ |
244.1 |
|
|
$ |
197.5 |
|
|
$ |
5.3 |
|
|
$ |
4.5 |
|
Service cost |
|
|
5.7 |
|
|
|
4.8 |
|
|
|
0.3 |
|
|
|
0.6 |
|
Interest cost |
|
|
10.5 |
|
|
|
10.7 |
|
|
|
0.2 |
|
|
|
0.2 |
|
Actuarial loss |
|
|
17.9 |
|
|
|
39.1 |
|
|
|
0.4 |
|
|
|
0.4 |
|
Benefits paid |
|
|
(7.1 |
) |
|
|
(6.4 |
) |
|
|
(0.8 |
) |
|
|
(0.4 |
) |
Other |
|
|
0.2 |
|
|
|
(1.6 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Projected benefit obligations at end of year |
|
|
271.3 |
|
|
|
244.1 |
|
|
|
5.4 |
|
|
|
5.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in Plan Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value of plan assets at beginning of year |
|
|
135.4 |
|
|
|
113.3 |
|
|
|
|
|
|
|
|
|
Actual return on plan assets |
|
|
19.7 |
|
|
|
2.2 |
|
|
|
|
|
|
|
|
|
Administrative expenses |
|
|
(1.2 |
) |
|
|
(1.3 |
) |
|
|
|
|
|
|
|
|
Benefits paid |
|
|
(7.1 |
) |
|
|
(6.4 |
) |
|
|
|
|
|
|
|
|
Company contributions |
|
|
11.5 |
|
|
|
27.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value of plan assets at end of year |
|
|
158.3 |
|
|
|
135.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
90
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2012 |
|
|
2011 |
|
|
2012 |
|
|
2011 |
|
Underfunded Status at End of Year |
|
$ |
(113.0 |
) |
|
$ |
(108.7 |
) |
|
$ |
(5.4 |
) |
|
$ |
(5.3 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts Recognized in the Consolidated Balance Sheets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term assets |
|
$ |
|
|
|
$ |
0.1 |
|
|
$ |
|
|
|
$ |
|
|
Current liabilities |
|
|
(0.3 |
) |
|
|
(0.1 |
) |
|
|
(0.4 |
) |
|
|
(1.1 |
) |
Long-term liabilities |
|
|
(112.7 |
) |
|
|
(108.7 |
) |
|
|
(5.0 |
) |
|
|
(4.2 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
(113.0 |
) |
|
$ |
(108.7 |
) |
|
$ |
(5.4 |
) |
|
$ |
(5.3 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pre-tax charges recognized in accumulated other comprehensive loss as of December 31, 2012 and 2011
consist of:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension Benefits |
|
|
Other Benefits |
|
|
|
2012 |
|
|
2011 |
|
|
2012 |
|
|
2011 |
|
|
|
(in millions) |
|
Net actuarial loss |
|
$ |
99.5 |
|
|
$ |
99.1 |
|
|
$ |
1.1 |
|
|
$ |
0.9 |
|
Prior service cost |
|
|
1.4 |
|
|
|
1.4 |
|
|
|
0.3 |
|
|
|
0.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
100.9 |
|
|
$ |
100.5 |
|
|
$ |
1.4 |
|
|
$ |
1.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accumulated benefit obligation for all defined benefit pension plans was $258.6 million and $232.1
million at December 31, 2012 and 2011, respectively.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension Benefits |
|
|
Other Benefits |
|
|
|
2012 |
|
|
2011 |
|
|
2010 |
|
|
2012 |
|
|
2011 |
|
|
2010 |
|
|
|
(in millions) |
|
Net Periodic Benefit Cost |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Service cost |
|
$ |
5.7 |
|
|
$ |
4.8 |
|
|
$ |
5.4 |
|
|
$ |
0.4 |
|
|
$ |
0.7 |
|
|
$ |
0.6 |
|
Interest cost |
|
|
10.5 |
|
|
|
10.7 |
|
|
|
11.1 |
|
|
|
0.2 |
|
|
|
0.2 |
|
|
|
0.4 |
|
Expected return on plan assets |
|
|
(11.0 |
) |
|
|
(9.4 |
) |
|
|
(9.1 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of prior service cost |
|
|
0.3 |
|
|
|
0.3 |
|
|
|
0.5 |
|
|
|
0.1 |
|
|
|
0.1 |
|
|
|
0.1 |
|
Recognized net actuarial loss |
|
|
9.8 |
|
|
|
4.7 |
|
|
|
4.8 |
|
|
|
|
|
|
|
|
|
|
|
0.1 |
|
Curtailment |
|
|
|
|
|
|
|
|
|
|
0.7 |
|
|
|
0.1 |
|
|
|
|
|
|
|
|
|
Deconsolidation of GST |
|
|
(2.2 |
) |
|
|
(1.5 |
) |
|
|
(0.8 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net periodic benefit cost |
|
|
13.1 |
|
|
|
9.6 |
|
|
|
12.6 |
|
|
|
0.8 |
|
|
|
1.0 |
|
|
|
1.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Changes in Plan Assets and Benefit Obligations Recognized in Other Comprehensive Loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss |
|
|
9.3 |
|
|
|
46.2 |
|
|
|
10.6 |
|
|
|
0.4 |
|
|
|
0.3 |
|
|
|
0.6 |
|
Prior service cost |
|
|
0.4 |
|
|
|
|
|
|
|
0.4 |
|
|
|
|
|
|
|
|
|
|
|
0.1 |
|
Amortization of net loss |
|
|
(9.8 |
) |
|
|
(4.7 |
) |
|
|
(5.0 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of prior service cost |
|
|
(0.3 |
) |
|
|
(0.3 |
) |
|
|
(0.5 |
) |
|
|
(0.1 |
) |
|
|
(0.1 |
) |
|
|
(0.1 |
) |
Deconsolidation of GST |
|
|
|
|
|
|
|
|
|
|
(18.2 |
) |
|
|
|
|
|
|
|
|
|
|
(3.3 |
) |
Other adjustment |
|
|
0.8 |
|
|
|
|
|
|
|
(1.8 |
) |
|
|
(0.1 |
) |
|
|
|
|
|
|
(0.1 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total recognized in other comprehensive income |
|
|
0.4 |
|
|
|
41.2 |
|
|
|
(14.5 |
) |
|
|
0.2 |
|
|
|
0.2 |
|
|
|
(2.8 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Recognized in Net Periodic Benefit Cost and Other Comprehensive Loss |
|
$ |
13.5 |
|
|
$ |
50.8 |
|
|
$ |
(1.9 |
) |
|
$ |
1.0 |
|
|
$ |
1.2 |
|
|
$ |
(1.6 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The estimated net loss and prior service cost for the defined benefit pension plans that will be
amortized from accumulated other comprehensive loss into net periodic benefit cost over the next fiscal year are $8.8 million and $0.1 million, respectively. The estimated prior service cost for the other defined
91
benefit postretirement plans that will be amortized from accumulated other comprehensive loss into net periodic benefit cost over the next fiscal year is $0.1 million.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension Benefits |
|
|
Other Benefits |
|
|
|
2012 |
|
|
2011 |
|
|
2010 |
|
|
2012 |
|
|
2011 |
|
|
2010 |
|
Weighted-Average Assumptions Used to Determine Benefit Obligations at December 31 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Discount rate |
|
|
4.0 |
% |
|
|
4.25 |
% |
|
|
5.5 |
% |
|
|
4.25 |
% |
|
|
4.25 |
% |
|
|
5.5 |
% |
Rate of compensation increase |
|
|
3.0 |
% |
|
|
4.0 |
% |
|
|
4.0 |
% |
|
|
4.0 |
% |
|
|
4.0 |
% |
|
|
4.0 |
% |
|
|
|
|
|
|
|
Weighted-Average Assumptions Used to Determine Net Periodic Benefit Cost for Years Ended December 31 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Discount rate |
|
|
4.25 |
% |
|
|
5.5 |
% |
|
|
6.0 |
% |
|
|
4.25 |
% |
|
|
5.5 |
% |
|
|
6.0 |
% |
Expected long-term return on plan assets |
|
|
8.0 |
% |
|
|
8.0 |
% |
|
|
8.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
Rate of compensation increase |
|
|
4.0 |
% |
|
|
4.0 |
% |
|
|
4.0 |
% |
|
|
4.0 |
% |
|
|
4.0 |
% |
|
|
4.0 |
% |
The discount rate reflects the current rate at which the pension liabilities could be effectively settled
at the end of the year. The discount rate was determined using a model, which uses a theoretical portfolio of high quality corporate bonds specifically selected to produce cash flows closely related to how we would settle our retirement obligations.
This produced a discount rate of 4.0% at December 31, 2012. As of the date of these financial statements, there are no known or anticipated changes in our discount rate assumption that will impact our pension expense in 2013. A 25 basis point
decrease (increase) in our discount rate, holding constant our expected long-term return on plan assets and other assumptions, would increase (decrease) pension expense by approximately $0.7 million per year.
The overall expected long-term rate of return on assets was determined based upon weighted-average historical returns over an extended
period of time for the asset classes in which the plans invest according to our current investment policy.
We use the RP-2000
mortality table projected to 2020 by Scale AA to value our domestic pension liabilities.
|
|
|
|
|
|
|
|
|
Assumed Health Care Cost Trend Rates at December 31 |
|
2012 |
|
|
2011 |
|
Health care cost trend rate assumed for next year |
|
|
7.5 |
% |
|
|
7.7 |
% |
Rate to which the cost trend rate is assumed to decline (the ultimate rate) |
|
|
5.0 |
% |
|
|
5.0 |
% |
Year that the rate reaches the ultimate trend rate |
|
|
2024 |
|
|
|
2025 |
|
A one percentage point change in the assumed health-care cost trend rate would have an impact of less
than $0.1 million on net periodic benefit cost and $0.2 million on benefit obligations.
92
Plan Assets
The asset allocation for pension plans at the end of 2012 and 2011, and the target allocation for 2013, by asset category are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Target Allocation |
|
|
Plan Assets at December 31, |
|
|
|
2013 |
|
|
2012 |
|
|
2011 |
|
Asset Category |
|
|
|
|
|
|
|
|
|
|
|
|
Equity securities |
|
|
65 |
% |
|
|
65 |
% |
|
|
63 |
% |
Fixed income |
|
|
35 |
% |
|
|
35 |
% |
|
|
37 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
100 |
% |
|
|
100 |
% |
|
|
100 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Our investment goal is to maximize the return on assets, over the long term, by investing in equities and
fixed income investments while diversifying investments within each asset class to reduce the impact of losses in individual securities. Equity investments include a mix of U.S. large capitalization equities, U.S. small capitalization equities and
non-U.S. equities. Fixed income investments include a mix of treasury obligations and high-quality money market instruments. The asset allocation policy is reviewed and any significant variation from the target asset allocation mix is rebalanced
periodically. The plans have no direct investments in our common stock.
Other than the guaranteed investment contract, the
plans invest exclusively in mutual funds whose holdings are marketable securities traded on recognized markets and, as a result, would be considered Level 1 assets. The guaranteed investment contract would be considered a Level 2 asset whose fair
value is based on quoted market prices for outstanding bonds of the insurance company issuing the contract. The investment portfolio of the various funds at December 31, 2012 and 2011 were as follows:
|
|
|
|
|
|
|
|
|
|
|
2012 |
|
|
2011 |
|
|
|
(in millions) |
|
Mutual funds U.S. equity |
|
$ |
77.0 |
|
|
$ |
66.7 |
|
Fixed income treasury and money market |
|
|
31.3 |
|
|
|
27.0 |
|
Mutual funds international equity |
|
|
26.7 |
|
|
|
19.6 |
|
Guaranteed investment contract |
|
|
22.7 |
|
|
|
21.6 |
|
Cash equivalents |
|
|
0.6 |
|
|
|
0.5 |
|
|
|
|
|
|
|
|
|
|
|
|
$ |
158.3 |
|
|
$ |
135.4 |
|
|
|
|
|
|
|
|
|
|
Estimated Future Benefit Payments
The following benefit payments, which reflect expected future service, as appropriate, are expected to be paid:
|
|
|
|
|
|
|
|
|
|
|
Pension Benefits |
|
|
Other Benefits |
|
|
|
(in millions) |
|
2013 |
|
$ |
8.5 |
|
|
$ |
0.4 |
|
2014 |
|
|
9.2 |
|
|
|
0.2 |
|
2015 |
|
|
9.9 |
|
|
|
0.2 |
|
2016 |
|
|
11.0 |
|
|
|
0.3 |
|
2017 |
|
|
12.1 |
|
|
|
0.3 |
|
Years 2018 2022 |
|
|
74.8 |
|
|
|
5.9 |
|
93
15. |
|
Accumulated Other Comprehensive Loss |
|
|
|
|
|
|
|
|
|
|
|
As of December 31, |
|
|
|
2012 |
|
|
2011 |
|
|
|
(in millions) |
|
Unrealized translation adjustments |
|
$ |
41.6 |
|
|
$ |
36.3 |
|
Pension and other postretirement plans |
|
|
(64.0 |
) |
|
|
(63.5 |
) |
Accumulated net loss on cash flow hedges |
|
|
(0.6 |
) |
|
|
(0.5 |
) |
|
|
|
|
|
|
|
|
|
Accumulated other comprehensive loss |
|
$ |
(23.0 |
) |
|
$ |
(27.7 |
) |
|
|
|
|
|
|
|
|
|
The unrealized translation adjustments are net of deferred taxes of $1.0 million and $1.0 million in 2012
and 2011, respectively. The pension and other postretirement plans are net of deferred taxes of $38.3 million and $38.2 million in 2012 and 2011, respectively. The accumulated net loss on cash flow hedges is net of deferred taxes of $0.4 million and
$0.3 million in 2012 and 2011, respectively.
16. |
|
Equity Compensation Plan |
We have an equity compensation plan (the Plan) that provides for the delivery of up to 4.3 million
shares pursuant to various market and performance-based incentive awards. As of December 31, 2012, there are 0.8 million shares available for future awards. Our policy is to issue new shares to satisfy share delivery obligations for awards
made under the Plan.
The Plan allows awards of restricted share units to be granted to executives and other key employees.
Generally, all share units will vest in three years. Compensation expense related to the restricted share units is based upon the market price of the underlying common stock as of the date of the grant and is amortized over the applicable
restriction period using the straight-line method. As of December 31, 2012, there was $2.8 million of unrecognized compensation cost related to restricted share units expected to be recognized over a weighted average period of 1.0 years.
Under the terms of the Plan, performance share awards were granted to executives and other key employees during 2012, 2011
and 2010. Each grant will vest if we achieve specific financial objectives at the end of a three-year performance period. Additional shares may be awarded if objectives are exceeded, but some or all shares may be forfeited if objectives are not met.
Performance shares earned at the end of a performance period, if any, will be paid in actual shares of our common stock, less the number of shares equal in value to applicable withholding taxes if the employee chooses. During the performance period,
a grantee receives dividend equivalents accrued in cash (if any), and shares are forfeited if a grantee terminates employment. Compensation expense related to the performance shares is computed using the market price of the underlying common stock
as of the date of the grant and the current achievement level of the specific financial objectives and is recorded using the straight-line method over the applicable performance period. As of December 31, 2012, there was $2.2 million of
unrecognized compensation cost related to nonvested performance share awards that is expected to be recognized over a weighted average period of 1.7 years.
Restricted stock, with three or four year restriction periods from the initial grant date were issued in 2012, 2011 and 2010, respectively. Compensation expense related to the restricted shares is based
upon the market price of the underlying common stock as of the date of the grant and is amortized over the applicable restriction period using the straight-line method. As of December 31, 2012, there was $0.7 million of unrecognized
compensation cost related to restricted stock that is expected to be recognized over a weighted average period of 1.5 years.
94
A summary of award activity under these plans is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restricted Share Units |
|
|
Performance Shares |
|
|
Restricted Stock |
|
|
|
Shares |
|
|
Weighted- Average Grant Date Fair Value |
|
|
Shares |
|
|
Weighted- Average Grant Date Fair
Value |
|
|
Shares |
|
|
Weighted- Average Grant Date Fair
Value |
|
Nonvested at December 31, 2009 |
|
|
288,839 |
|
|
$ |
18.73 |
|
|
|
290,110 |
|
|
$ |
30.66 |
|
|
|
135,603 |
|
|
$ |
32.37 |
|
Granted |
|
|
78,362 |
|
|
|
24.49 |
|
|
|
331,692 |
|
|
|
24.10 |
|
|
|
4,000 |
|
|
|
31.75 |
|
Vested |
|
|
|
|
|
|
|
|
|
|
(52,292 |
) |
|
|
30.66 |
|
|
|
(2,500 |
) |
|
|
21.46 |
|
Forfeited |
|
|
(30,295 |
) |
|
|
19.83 |
|
|
|
(58,274 |
) |
|
|
27.33 |
|
|
|
|
|
|
|
|
|
Shares settled for cash |
|
|
(19,301 |
) |
|
|
28.90 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Achievement level adjustment |
|
|
|
|
|
|
|
|
|
|
(209,168 |
) |
|
|
30.66 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nonvested at December 31, 2010 |
|
|
317,605 |
|
|
|
18.91 |
|
|
|
302,068 |
|
|
|
24.10 |
|
|
|
137,103 |
|
|
|
32.35 |
|
Granted |
|
|
67,454 |
|
|
|
42.07 |
|
|
|
93,488 |
|
|
|
42.30 |
|
|
|
3,750 |
|
|
|
39.25 |
|
Vested |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(97,436 |
) |
|
|
31.84 |
|
Forfeited |
|
|
(13,946 |
) |
|
|
25.04 |
|
|
|
(15,408 |
) |
|
|
25.03 |
|
|
|
|
|
|
|
|
|
Shares settled for cash |
|
|
(2,263 |
) |
|
|
39.56 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nonvested at December 31, 2011 |
|
|
368,850 |
|
|
|
23.24 |
|
|
|
380,148 |
|
|
|
28.54 |
|
|
|
43,417 |
|
|
$ |
34.69 |
|
Granted |
|
|
83,841 |
|
|
|
37.65 |
|
|
|
137,382 |
|
|
|
37.65 |
|
|
|
15,000 |
|
|
|
41.47 |
|
Vested |
|
|
(98,834 |
) |
|
|
18.80 |
|
|
|
(275,336 |
) |
|
|
24.10 |
|
|
|
(17,833 |
) |
|
|
34.55 |
|
Forfeited |
|
|
(19,127 |
) |
|
|
31.65 |
|
|
|
(22,992 |
) |
|
|
31.48 |
|
|
|
|
|
|
|
|
|
Shares settled for cash |
|
|
(32,243 |
) |
|
|
41.88 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nonvested at December 31, 2012 |
|
|
302,487 |
|
|
$ |
29.43 |
|
|
|
219,202 |
|
|
$ |
39.52 |
|
|
|
40,584 |
|
|
$ |
37.27 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The number of performance share awards shown in the table above represents the maximum number that could
be issued.
Non-qualified and incentive stock options were granted in 2011 and 2008. No stock option has a term exceeding 10
years from the date of grant. All stock options were granted at not less than 100% of fair market value (as defined) on the date of grant. As of December 31, 2012, there was $0.3 million of unrecognized compensation cost related to nonvested
stock options.
The following table provides certain information with respect to stock options as of December 31, 2012:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Range of Exercise Price |
|
Stock Options Outstanding |
|
Stock Options
Exercisable |
|
Weighted Average Exercise Price |
|
Weighted
Average
Remaining Contractual Life |
Under $40.00 |
|
|
|
100,000 |
|
|
|
|
100,000 |
|
|
|
$ |
34.55 |
|
|
|
|
5.28 years |
|
Over $40.00 |
|
|
|
25,288 |
|
|
|
|
|
|
|
|
$ |
42.24 |
|
|
|
|
8.12 years |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
125,288 |
|
|
|
|
100,000 |
|
|
|
$ |
36.10 |
|
|
|
|
5.85 years |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
A summary of option activity under the Plan as of December 31, 2012, and changes during the year
then ended, is presented below:
|
|
|
|
|
|
|
|
|
|
|
Share Options Outstanding |
|
|
Weighted Average Exercise Price |
|
Balance at December 31, 2011 |
|
|
159,788 |
|
|
$ |
29.50 |
|
Exercised |
|
|
(34,500 |
) |
|
$ |
5.51 |
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2012 |
|
|
125,288 |
|
|
$ |
36.10 |
|
|
|
|
|
|
|
|
|
|
95
The year-end intrinsic value related to stock options is presented below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of and for the Years Ended December 31, |
|
(in millions) |
|
2012 |
|
|
2011 |
|
|
2010 |
|
|
|
|
|
Options outstanding |
|
$ |
0.6 |
|
|
$ |
0.8 |
|
|
$ |
5.5 |
|
Options exercisable |
|
$ |
0.6 |
|
|
$ |
0.8 |
|
|
$ |
5.2 |
|
Options exercised |
|
$ |
1.2 |
|
|
$ |
2.1 |
|
|
$ |
8.2 |
|
Consideration received from option exercises under the Plan for the years ended December 31, 2012,
2011 and 2010 was $0.2 million, $0.5 million and $1.0 million, respectively. The tax benefit realized for the tax deductions from option exercises totaled $1.5 million, $0.2 million and $1.3 million for the years ended December 31, 2012, 2011
and 2010, respectively.
We recognized the following equity-based employee compensation expenses and benefits related to our
Plan activity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31, |
|
(in millions) |
|
2012 |
|
|
2011 |
|
|
2010 |
|
|
|
|
|
Compensation expense |
|
$ |
7.3 |
|
|
$ |
6.6 |
|
|
$ |
6.7 |
|
Related income tax benefit |
|
$ |
2.7 |
|
|
$ |
2.5 |
|
|
$ |
2.5 |
|
Each non-employee director receives an annual grant of phantom shares equal in value to $75,000. We will
pay each non-employee director in cash the fair market value of certain of the directors phantom shares granted, upon termination of service as a member of the board of directors. The remaining phantom shares granted will be paid out in the
form of one share of our common stock for each phantom share, with the value of any fractional phantom shares paid in cash. Expense recognized in the years ended December 31, 2012, 2011 and 2010 related to these phantom share grants was $0.9
million, zero and $1.7 million, respectively. Cash payments of $0.3 million and $0.6 million were used to settle phantom shares during 2012 and 2011, respectively.
17. |
|
Business Segment Information |
We have three reportable segments. The Sealing Products segment manufactures and sells sealing products, including
metallic, non-metallic and composite material gaskets; dynamic seals; compression packing; resilient metal seals; elastomeric seals; hydraulic components; expansion joints; heavy-duty truck wheel-end component systems, including brake products;
flange sealing and isolation products; pipeline casing spacers/isolators; casing end seals; modular sealing systems for sealing pipeline penetrations; hole forming products; manhole infiltration sealing systems; safety-related signage for pipelines;
bellows and bellows assemblies; pedestals for semiconductor manufacturing; polytetrafluoroethylene (PTFE) products; conveyor belting; and sheeted rubber products.
The Engineered Products segment manufactures self-lubricating, non-rolling bearing products, aluminum blocks for hydraulic applications, and precision engineered components and lubrication systems for
reciprocating compressors.
The Engine Products and Services segment manufactures and services heavy-duty, medium-speed
diesel, natural gas and dual fuel reciprocating engines.
96
GSTs results, prior to its deconsolidation on June 5, 2010, were included in the
Sealing Products segment. Segment operating results and other financial data for the years ended December 31, 2012, 2011, and 2010 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31, |
|
|
|
2012 |
|
|
2011 |
|
|
2010 |
|
|
|
(in millions) |
|
Sales |
|
|
|
|
|
|
|
|
|
|
|
|
Sealing Products |
|
$ |
609.1 |
|
|
$ |
534.9 |
|
|
$ |
397.6 |
|
Engineered Products |
|
|
363.0 |
|
|
|
386.7 |
|
|
|
302.5 |
|
Engine Products and Services |
|
|
214.6 |
|
|
|
185.8 |
|
|
|
166.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,186.7 |
|
|
|
1,107.4 |
|
|
|
866.1 |
|
Intersegment sales |
|
|
(2.5 |
) |
|
|
(1.9 |
) |
|
|
(1.1 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total sales |
|
$ |
1,184.2 |
|
|
$ |
1,105.5 |
|
|
$ |
865.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment Profit |
|
|
|
|
|
|
|
|
|
|
|
|
Sealing Products |
|
$ |
88.8 |
|
|
$ |
81.2 |
|
|
$ |
70.3 |
|
Engineered Products |
|
|
20.5 |
|
|
|
29.2 |
|
|
|
16.3 |
|
Engine Products and Services |
|
|
39.2 |
|
|
|
30.6 |
|
|
|
35.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total segment profit |
|
|
148.5 |
|
|
|
141.0 |
|
|
|
122.1 |
|
|
|
|
|
Corporate expenses |
|
|
(32.3 |
) |
|
|
(32.6 |
) |
|
|
(36.7 |
) |
Asbestos-related expenses |
|
|
|
|
|
|
|
|
|
|
(23.3 |
) |
Gain on deconsolidation of GST |
|
|
|
|
|
|
|
|
|
|
54.1 |
|
Interest expense, net |
|
|
(42.8 |
) |
|
|
(39.6 |
) |
|
|
(25.9 |
) |
|
|
|
|
Other expense, net |
|
|
(9.9 |
) |
|
|
(3.8 |
) |
|
|
(7.7 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations before income taxes |
|
$ |
63.5 |
|
|
$ |
65.0 |
|
|
$ |
82.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
No customer accounted for 10% or more of net sales in 2012, 2011 or 2010.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31, |
|
|
|
2012 |
|
|
2011 |
|
|
2010 |
|
|
|
(in millions) |
|
Capital Expenditures |
|
|
|
|
|
|
|
|
|
|
|
|
Sealing Products |
|
$ |
9.7 |
|
|
$ |
10.9 |
|
|
$ |
8.4 |
|
Engineered Products |
|
|
20.9 |
|
|
|
11.9 |
|
|
|
7.4 |
|
Engine Products and Services |
|
|
4.9 |
|
|
|
8.4 |
|
|
|
5.9 |
|
Corporate |
|
|
0.1 |
|
|
|
0.3 |
|
|
|
0.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total capital expenditures |
|
$ |
35.6 |
|
|
$ |
31.5 |
|
|
$ |
21.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and Amortization Expense |
|
|
|
|
|
|
|
|
|
|
|
|
Sealing Products |
|
$ |
30.3 |
|
|
$ |
22.9 |
|
|
$ |
16.7 |
|
Engineered Products |
|
|
21.8 |
|
|
|
21.5 |
|
|
|
18.4 |
|
Engine Products and Services |
|
|
3.1 |
|
|
|
3.6 |
|
|
|
3.9 |
|
Corporate |
|
|
0.3 |
|
|
|
0.4 |
|
|
|
0.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total depreciation and amortization |
|
$ |
55.5 |
|
|
$ |
48.4 |
|
|
$ |
39.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Sales by Geographic Area |
|
|
|
|
|
|
|
|
|
|
|
|
United States |
|
$ |
654.2 |
|
|
$ |
561.3 |
|
|
$ |
453.7 |
|
Europe |
|
|
305.0 |
|
|
|
321.4 |
|
|
|
251.0 |
|
Other foreign |
|
|
225.0 |
|
|
|
222.8 |
|
|
|
160.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
1,184.2 |
|
|
$ |
1,105.5 |
|
|
$ |
865.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales are attributed to countries based on location of the customer.
97
|
|
|
|
|
|
|
|
|
|
|
As of December 31, |
|
|
|
2012 |
|
|
2011 |
|
|
|
(in millions) |
|
Assets |
|
|
|
|
|
|
|
|
Sealing Products |
|
$ |
528.8 |
|
|
$ |
474.8 |
|
Engineered Products |
|
|
318.5 |
|
|
|
324.3 |
|
Engine Products and Services |
|
|
121.8 |
|
|
|
99.1 |
|
Corporate |
|
|
401.8 |
|
|
|
353.9 |
|
|
|
|
|
|
|
|
|
|
|
|
$ |
1,370.9 |
|
|
$ |
1,252.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-Lived Assets |
|
|
|
|
|
|
|
|
United States |
|
$ |
114.1 |
|
|
$ |
95.4 |
|
France |
|
|
23.4 |
|
|
|
20.9 |
|
Other Europe |
|
|
34.7 |
|
|
|
33.7 |
|
Other foreign |
|
|
13.3 |
|
|
|
14.2 |
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
185.5 |
|
|
$ |
164.2 |
|
|
|
|
|
|
|
|
|
|
Corporate assets include all of our cash and cash equivalents, investment in GST, and long-term deferred
income taxes. Long-lived assets consist of property, plant and equipment.
18. |
|
Garlock Sealing Technologies LLC and Garrison Litigation Management Group, Ltd. |
On the Petition Date, GST LLC, Anchor and Garrison filed voluntary petitions for reorganization under Chapter 11 of the
United States Bankruptcy Code in the Bankruptcy Court. The filings were the initial step in a claims resolution process, which is ongoing. The goal of the process is an efficient and permanent resolution of all current and future asbestos claims
through court approval of a plan of reorganization, which typically would establish a trust to which all asbestos claims would be channeled for resolution. GST intends to seek an agreement with asbestos claimants and other creditors on the terms of
a plan for the establishment of such a trust and repayment of other creditors in full, or in the absence of such an agreement, an order of the Bankruptcy Court confirming such a plan.
In November 2011, GST filed a proposed plan of reorganization with the Bankruptcy Court. The proposed plan calls for a trust to be
formed, to which GST and affiliates would contribute $200 million and which would be the exclusive remedy for future asbestos personal injury claimants those whose claims arise after confirmation of the plan. The proposed plan provides that
each present asbestos personal injury claim, i.e., any pending claim or one that arises between the Petition Date and plan confirmation, will be assumed by reorganized GST and resolved either by settlement (pursuant to a matrix contained in the
proposed plan or as otherwise agreed), or by payment in full of any final judgment entered after trial in federal court. Based on a preliminary estimate provided by Bates White, the estimation expert retained by counsel to GST prior to the time that
GST filed its proposed plan, GST estimates that the indemnity costs to resolve all present claims pursuant to the settlement matrix in the plan would cost the reorganized GST approximately $70 million. Under the proposed plan, all non-asbestos
claimants would be paid the full value of their claims.
GSTs proposed plan is opposed by the Official Committee of
Asbestos Personal Injury Claimants (the Claimants Committee) and Future Claimants Representative (the FCR) and is unlikely to be approved in its current form. The Claimants Committee and FCR have announced
their intention to file a competing proposed plan of reorganization.
98
On April 13, 2012, the Bankruptcy Court granted a motion by GST for the Bankruptcy
Court to estimate the allowed amount of present and future asbestos claims against GST for mesothelioma, a rare cancer attributed to asbestos exposure, for purposes of determining the feasibility of a potential proposed plan of reorganization. The
estimation trial is scheduled to occur in the third quarter of 2013.
Through December 31, 2012, GST has recorded
reorganization costs, including fees and expenses, in the Chapter 11 case totaling $57.4 million. The total includes $31.3 million for fees and expenses of GSTs counsel and experts; $21.3 million for fees and expenses of counsel and experts
for the asbestos claimants committee, and $4.8 million for the fees and expenses of the future claims representative and his counsel and experts. GST recorded $31.4 million of those case-related fees and expenses in 2012, $17.0 million in
2011, and $9.0 million in 2010.
Financial Results
Condensed combined financial information for GST is set forth below, presented on a historical cost basis.
GST
(Debtor-in-Possession)
Condensed Combined Statements of Comprehensive Income
Years Ended
December 31, 2012, 2011 and 2010
(in millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2012 |
|
|
2011 |
|
|
2010 |
|
Net sales |
|
$ |
240.1 |
|
|
$ |
236.1 |
|
|
$ |
198.3 |
|
Cost of sales |
|
|
145.3 |
|
|
|
144.7 |
|
|
|
122.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit |
|
|
94.8 |
|
|
|
91.4 |
|
|
|
75.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
Selling, general and administrative |
|
|
45.1 |
|
|
|
45.4 |
|
|
|
44.6 |
|
Asbestos-related |
|
|
(1.6 |
) |
|
|
2.7 |
|
|
|
24.4 |
|
Other |
|
|
1.7 |
|
|
|
0.8 |
|
|
|
0.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
45.2 |
|
|
|
48.9 |
|
|
|
69.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income |
|
|
49.6 |
|
|
|
42.5 |
|
|
|
6.7 |
|
Interest income, net |
|
|
27.9 |
|
|
|
26.8 |
|
|
|
25.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before reorganization expenses and income taxes |
|
|
77.5 |
|
|
|
69.3 |
|
|
|
32.2 |
|
Reorganization expenses |
|
|
(31.4 |
) |
|
|
(17.0 |
) |
|
|
(9.0 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes |
|
|
46.1 |
|
|
|
52.3 |
|
|
|
23.2 |
|
Income tax expense |
|
|
(16.3 |
) |
|
|
(19.6 |
) |
|
|
(8.2 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
29.8 |
|
|
$ |
32.7 |
|
|
$ |
15.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income |
|
$ |
30.4 |
|
|
$ |
31.6 |
|
|
$ |
19.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
99
GST
(Debtor-in-Possession)
Condensed Combined Statements of Cash Flows
Years Ended December 31, 2012, 2011 and 2010
(in millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2012 |
|
|
2011 |
|
|
2010 |
|
Net cash flows from operating activities |
|
$ |
31.9 |
|
|
$ |
44.2 |
|
|
$ |
66.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investing activities |
|
|
|
|
|
|
|
|
|
|
|
|
Purchases of property, plant and equipment |
|
|
(6.9 |
) |
|
|
(3.3 |
) |
|
|
(3.6 |
) |
Net receipts from loans to affiliates |
|
|
0.5 |
|
|
|
13.1 |
|
|
|
22.7 |
|
Purchase of held-to-maturity securities |
|
|
(110.0 |
) |
|
|
|
|
|
|
|
|
Receipts from (deposits into) restricted cash accounts |
|
|
1.4 |
|
|
|
(6.5 |
) |
|
|
|
|
Acquisitions, net of cash acquired |
|
|
|
|
|
|
(7.5 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) investing activities |
|
|
(115.0 |
) |
|
|
(4.2 |
) |
|
|
19.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect of exchange rate changes on cash and cash equivalents |
|
|
0.4 |
|
|
|
(0.8 |
) |
|
|
0.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase in cash and cash equivalents |
|
|
(82.7 |
) |
|
|
39.2 |
|
|
|
85.6 |
|
Cash and cash equivalents at beginning of year |
|
|
126.3 |
|
|
|
87.1 |
|
|
|
1.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of year |
|
$ |
43.6 |
|
|
$ |
126.3 |
|
|
$ |
87.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GST
(Debtor-in-Possession)
Condensed Combined Balance Sheets
As of December 31, 2012 and 2011
(in millions)
|
|
|
|
|
|
|
|
|
|
|
2012 |
|
|
2011 |
|
Assets: |
|
|
|
|
|
|
|
|
Current assets |
|
$ |
168.2 |
|
|
$ |
237.0 |
|
U.S. Treasury securities |
|
|
110.0 |
|
|
|
|
|
Asbestos insurance receivable |
|
|
120.7 |
|
|
|
142.3 |
|
Deferred income taxes |
|
|
124.8 |
|
|
|
131.0 |
|
Notes receivable from affiliate |
|
|
237.4 |
|
|
|
227.2 |
|
Other assets |
|
|
74.3 |
|
|
|
74.1 |
|
|
|
|
|
|
|
|
|
|
Total assets |
|
$ |
835.4 |
|
|
$ |
811.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities and Shareholders Equity: |
|
|
|
|
|
|
|
|
Current liabilities |
|
$ |
76.9 |
|
|
$ |
65.9 |
|
Other liabilities |
|
|
10.8 |
|
|
|
27.6 |
|
Liabilities subject to compromise (A) |
|
|
468.4 |
|
|
|
469.2 |
|
|
|
|
|
|
|
|
|
|
Total liabilities |
|
|
556.1 |
|
|
|
562.7 |
|
Shareholders equity |
|
|
279.3 |
|
|
|
248.9 |
|
|
|
|
|
|
|
|
|
|
Total liabilities and shareholders equity |
|
$ |
835.4 |
|
|
$ |
811.6 |
|
|
|
|
|
|
|
|
|
|
(A) |
Liabilities subject to compromise include pre-petition unsecured claims which may be resolved at amounts different from those recorded in the condensed
combined balance sheets. Liabilities subject to compromise consist principally of asbestos-related claims. GST has undertaken to project the number and ultimate cost of all present and future bodily injury claims expected to be asserted, based on
actuarial principles, and to measure probable and estimable liabilities under generally accepted accounting principles. GST has accrued $466.8 million as of December 31, 2012. The estimate indicated for those asbestos-related claims
|
100
|
reflects the point in a wide range of possible outcomes determined based on historical facts and circumstances prior to the Petition Date as our estimate of the cost to resolve asbestos-related
personal injury cases and claims against GST as they would have been resolved in the state courts or by settlements over a ten-year period from April 1, 2010 through March 31, 2020. GST adjusts this estimate to reflect payments of
previously accrued but unpaid legal fees and to reflect the results of appeals. Otherwise, GST does not expect to adjust the estimate unless developments in the Chapter 11 proceeding provide a reasonable basis for a revised estimate. GST intends to
use the claims resolution process in Chapter 11 to determine the validity and ultimate amount of its aggregate liability for asbestos-related claims. Due to the uncertainties of asbestos-related litigation and the Chapter 11 process, GSTs
ultimate liability could differ materially from the recorded liability. See Note 19, Commitments and Contingencies Asbestos. |
19. |
|
Commitments and Contingencies |
General
A description of environmental, asbestos and other legal matters relating to certain of our subsidiaries is included in this section. In addition to the matters noted herein, we are from time to time
subject to, and are presently involved in, other litigation and legal proceedings arising in the ordinary course of business. We believe the outcome of such other litigation and legal proceedings will not have a material adverse effect on our
financial condition, results of operations and cash flows. Expenses for administrative and legal proceedings are recorded when incurred.
Environmental
Our facilities and operations are subject to federal, state
and local environmental and occupational health and safety requirements of the U.S. and foreign countries. We take a proactive approach in our efforts to comply with environmental, health and safety laws as they relate to our 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 is involved at 17 sites where the cost per site for us or our subsidiary is expected to exceed $100 thousand. Investigations have been completed for 13 sites and are in progress at the other four sites. Our costs at a majority of these
sites relate to remediation projects for soil and groundwater contamination at 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 remediation
of 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 December 31, 2012 and 2011, we had accrued liabilities of $11.3 million and $12.6 million, respectively, for estimated future expenditures relating to environmental contingencies. These amounts have been recorded on an
undiscounted basis in the Consolidated Financial Statements. Given the uncertainties regarding the status of laws, regulations, enforcement policies, the impact of other parties potentially being 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.
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
101
estimates because of the inherent uncertainties in evaluating environmental exposures due to unknown and changing conditions, changing government regulations and legal standards regarding
liability. In addition, 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, which are included in the
17 sites referred to above. Except with respect to specific Crucible environmental matters for which we have accrued a portion of the liability set forth above, we are unable to estimate a reasonably possible range of loss related to these
contingent liabilities.
See the section entitled Crucible Steel Corporation a/k/a Crucible, Inc. in this footnote
for additional information.
Colt Firearms and Central Moloney
We may have contingent liabilities related to divested businesses for which certain of our subsidiaries retained liability or are
obligated under indemnity agreements. These contingent liabilities include, but are not limited to, potential product liability and associated claims related to firearms manufactured prior to March 1990 by Colt Firearms, a former operation of
Coltec, and for electrical transformers manufactured prior to May 1994 by Central Moloney, another former Coltec operation. We believe that these potential contingent liabilities are not material to the Companys financial condition, results of
operation and cash flows. Coltec also has ongoing obligations, which are included in other liabilities in our Consolidated Balance Sheets, with regard to workers compensation, retiree medical and other retiree benefit matters that relate to
Coltecs periods of ownership of these operations.
Crucible Steel Corporation a/k/a Crucible, Inc.
Crucible, which was engaged primarily in the manufacture and distribution of high technology specialty metal products, was a wholly owned
subsidiary of Coltec until 1983 when its assets and liabilities were distributed to a new Coltec subsidiary, Crucible Materials Corporation. Coltec sold a majority of the outstanding shares of Crucible Materials Corporation in 1985 and divested its
remaining minority interest in 2004. Crucible Materials Corporation filed for Chapter 11 bankruptcy protection in May 2009.
In conjunction with the closure of a Crucible plant in the early 1980s, Coltec was required to fund a trust for retiree medical benefits
for certain employees at the plant. This trust (the Benefits Trust) pays for these retiree medical benefits on an ongoing basis. Coltec has no ownership interest in the Benefits Trust, and thus the assets and liabilities of this trust
are not included in our Consolidated Balance Sheets. Under the terms of the Benefits Trust agreement, the trustees retained an actuary to assess the adequacy of the assets in the Benefits Trust in 1995 and 2005. A third and final actuarial report
will be required in 2015. The actuarial reports in 1995 and 2005 determined that the Benefits Trust has sufficient assets to fund the payment of future benefits.
Concurrent with the establishment of the Benefits Trust, Coltec was required to establish and make a contribution to a second trust (the Back-Up Trust) to provide protection against the
inability of the Benefits Trust to meet its obligations. On July 27, 2010, we received court approval of a settlement agreement with the trustees of the Benefits Trust and, as a result, were no longer obligated to maintain the Back-Up Trust.
The sole asset of the Back-Up Trust, a guaranteed investment contract (GIC), was divided into two parts and distributed in accordance with the agreement. We received one GIC with a contract value of approximately $18 million, and another
GIC with a contract value of $2.3 million. In addition, we contributed $0.9 million directly to the Benefits Trust. The $2.3 million GIC is being held in a special account in case of a shortfall in the Benefits Trust and has a current value of $2.6
million. The GIC, with a contract value of approximately $18 million and a fair value of approximately $21 million, was contributed to our U.S. defined benefit pension plans in July 2011. The difference of $2.9 million between the contract value and
fair value of the GIC was reported as other non-operating income in our
102
Consolidated Statements of Operations. Refer to Note 14, Pensions and Postretirement Benefits for additional information about the contribution.
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 Coltecs period of ownership of Crucible. Based on Coltecs 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 it may incur under our warranties after a review of historical warranty experience and information about specific warranty claims. Adjustments are made to the liability as claims data and historical experience warrant.
Changes in the carrying amount of the product warranty liability for the years ended December 31, 2012 and 2011 are as
follows:
|
|
|
|
|
|
|
|
|
|
|
2012 |
|
|
2011 |
|
|
|
(in millions) |
|
Balance at beginning of year |
|
$ |
3.5 |
|
|
$ |
3.5 |
|
Charges to expense |
|
|
3.2 |
|
|
|
3.6 |
|
Settlements made (primarily payments) |
|
|
(2.6 |
) |
|
|
(3.6 |
) |
|
|
|
|
|
|
|
|
|
Balance at end of period |
|
$ |
4.1 |
|
|
$ |
3.5 |
|
|
|
|
|
|
|
|
|
|
Asbestos
Background on Asbestos-Related Litigation. The historical business operations of GST LLC and Anchor resulted in a substantial volume of asbestos litigation in which plaintiffs alleged that exposure
to asbestos fibers in products produced or sold by GST LLC or Anchor, together with products produced and sold by numerous other companies, contributed to the bodily injuries or deaths. GST LLC and Anchor manufactured and/or sold industrial sealing
products that contained encapsulated asbestos fibers. Other of our subsidiaries that manufactured or sold equipment that may have at various times in the past contained asbestos-containing components have also been named in a number of asbestos
lawsuits, but only GST LLC and Anchor have ever paid an asbestos claim.
Since the first asbestos-related lawsuits were filed
against GST LLC in 1975, GST LLC and Anchor have processed more than 900,000 claims to conclusion, and, together with insurers, have paid over $1.4 billion in settlements and judgments and over $400 million in fees and expenses. Our
subsidiaries exposure to asbestos litigation and their relationships with insurance carriers have been managed through Garrison.
Subsidiary Chapter 11 Filing and Effect. On the Petition Date, GST LLC, Garrison and Anchor filed voluntary petitions for reorganization under Chapter 11 of the United States Bankruptcy Code in the
Bankruptcy Court. The filings were the initial step in a claims resolution process. See Note 18 for additional information about this process and its impact on us.
103
During the pendency of the Chapter 11 proceedings, certain actions proposed to be taken by
GST not in the ordinary course of business will be subject to approval by the Bankruptcy Court. As a result, during the pendency of these proceedings, we will not have exclusive control over these companies. Accordingly, as required by GAAP, GST was
deconsolidated beginning on the Petition Date.
As a result of the initiation of the Chapter 11 proceedings, the resolution of
asbestos claims is subject to the jurisdiction of the Bankruptcy Court. The filing of the Chapter 11 cases automatically stayed the prosecution of pending asbestos bodily injury and wrongful death lawsuits, and initiation of new such lawsuits,
against GST. Further, the Bankruptcy Court issued an order enjoining plaintiffs from bringing or further prosecuting asbestos products liability actions against affiliates of GST, including EnPro, Coltec and all their subsidiaries, during the
pendency of the Chapter 11 proceedings, subject to further order. As a result, the numbers of new claims filed against our subsidiaries and, except as a result of the resolution of appeals from verdicts rendered prior to the Petition Date and
information about pending cases obtained in the Chapter 11 proceeding, the numbers of claims pending against them have not changed since the Petition Date, and those numbers continue to be as reported in our 2009 Form 10-K and our quarterly reports
for the first and second quarters of 2010.
Pending Claims. On the Petition Date, according to Garrison, there were
more than 90,000 total claims pending against GST LLC, and approximately 5,800 claims alleging the disease mesothelioma. Mesothelioma is a rare cancer of the protective lining of many of the bodys internal organs, principally the lungs. The
primary cause of mesothelioma is believed to be exposure to asbestos. As a result of asbestos tort reform during the 2000s, most active asbestos-related lawsuits, and a large majority of the amount of payments made by our subsidiaries, have been as
a result of claims alleging mesothelioma. In total, GST LLC has paid $563.2 million to resolve a total of 15,300 mesothelioma claims, and another 5,700 mesothelioma claims have been dismissed without payment.
In order to estimate the allowed amount for mesothelioma claims against GST, the Bankruptcy Court approved a process whereby all current
GST LLC mesothelioma claimants were required to respond to a questionnaire about their claims. Questionnaires were distributed to the mesothelioma claimants identified in Garrisons claims database. Many of the 5,800 claimants (over 600) did
not respond to the questionnaire at all, many others (more than 1,700) acknowledged that they do not have mesothelioma, that they cannot establish exposure to GST products, or that their claims were dismissed, settled or withdrawn. Still others
responded to the questionnaire but their responses are deficient in some material respect. As a result of this process, less than 3,500 claimants have presented questionnaires asserting mesothelioma claims against GST LLC as of the Petition Date and
many of them have not established exposure to GST products or have claims that are otherwise deficient.
Since the Petition
Date, many asbestos-related lawsuits have been filed by claimants against other companies in state and federal courts, and many of those claimants might also have included GST LLC as a defendant but for the bankruptcy injunction. Many of those
claimants likely will make claims against GST in the bankruptcy proceeding.
Product Defenses. We believe that the
asbestos-containing products manufactured or sold by GST could not have been a substantial contributing cause of any asbestos-related disease. The asbestos in the products was encapsulated, which means the asbestos fibers incorporated into the
products during the manufacturing process were sealed in binders. The products were also nonfriable, which means they could not be crumbled by hand pressure. The U.S. Occupational Safety and Health Administration, which began generally requiring
warnings on asbestos-containing products in 1972, has never required that a warning be placed on products such as GST LLCs gaskets. Even though no warning label was required, GST LLC included one on all of its asbestos-containing products
beginning in 1978. Further, gaskets such as those previously manufactured and sold by GST LLC are one of the few asbestos-containing products still permitted to be manufactured under regulations of the U.S. Environmental
104
Protection Agency. Nevertheless, GST LLC discontinued all manufacture and distribution of asbestos-containing products in the U.S. during 2000 and worldwide in mid-2001.
Appeals. GST LLC has a record of success in trials of asbestos cases, especially before the bankruptcies of many of the
historically significant asbestos defendants that manufactured raw asbestos, asbestos insulation, refractory products or other dangerous friable asbestos products. However, it has on occasion lost jury verdicts at trial. GST has consistently
appealed when it has received an adverse verdict and has had success in a majority of those appeals. We believe that GST LLC will continue to be successful in the appellate process, although there can be no assurance of success in any particular
appeal. At December 31, 2012, three additional GST LLC appeals are pending from adverse decisions totaling $2.4 million.
GST LLC won reversals of adverse verdicts in one of two recent appellate decisions. In September 2011, the United States Court of Appeals
for the Sixth Circuit overturned a $500 thousand verdict against GST LLC that was handed down in 2009 by a Kentucky federal court jury. The federal appellate court found that GST LLCs motion for judgment as a matter of law should have been
granted because the evidence was not sufficient to support a determination of liability. The Sixth Circuits chief judge wrote that, On the basis of this record, saying that exposure to Garlock gaskets was a substantial cause of
[claimants] mesothelioma would be akin to saying that one who pours a bucket of water into the ocean has substantially contributed to the oceans volume. In May 2011, a three-judge panel of the Kentucky Court of Appeals upheld GST
LLCs $700 thousand share of a jury verdict, which included punitive damages, in a lung cancer case against GST LLC in Kentucky state court. This verdict, which was secured by a bond pending the appeal, was paid in June 2012.
Insurance Coverage. At December 31, 2012, we had $141.9 million of insurance coverage we believe is available to cover
current and future asbestos claims payments and certain expense payments. GST has collected insurance payments totaling $53.2 million since the Petition Date. Of the $141.9 million of available insurance coverage remaining, we consider $140.0
million (99%) to be of high quality because the insurance policies are written or guaranteed by U.S.-based carriers whose credit rating by S&P is investment grade (BBB-) or better, and whose AM Best rating is excellent (A-) or better. We
consider $1.9 million (1%) to be of moderate quality because the insurance policies are written with various London market carriers. Of the $141.9 million, $105.9 million is allocated to claims that were paid by GST LLC prior to the initiation
of the Chapter 11 proceedings and submitted to insurance companies for reimbursement, and the remainder is allocated to pending and estimated future claims. There are specific agreements in place with carriers covering $106.2 million of the
remaining available coverage. Based on those agreements and the terms of the policies in place and prior decisions concerning coverage, we believe that substantially all of the $141.9 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. The $141.9 million is in addition to the $16.1 million collected in 2012. Based on those agreements and policies, some of which define specific
annual amounts to be paid and others of which limit the amount that can be recovered in any one year, we anticipate that $36.7 million will become collectible at the conclusion of GSTs Chapter 11 proceeding and, assuming the insurers pay
according to the agreements and policies, that the following amounts should be collected in the years set out below regardless of when the case concludes:
2013 $21.2 million
2014 $22 million
2015 $20 million
2016 $18 million
2017 $13 million
2018 $11 million
105
In addition, GST LLC has received $7.2 million of insurance recoveries from insolvent
carriers since 2007 (including $4.4 million in 2012) and may receive additional payments from insolvent carriers in the future. No anticipated insolvent carrier collections are included in the $141.9 million of anticipated collections. The insurance
available to cover current and future asbestos claims is from comprehensive general liability policies that cover Coltec and certain of its other subsidiaries in addition to GST LLC for periods prior to 1985 and therefore could be subject to
potential competing claims of other covered subsidiaries and their assignees.
Liability Estimate. Our recorded
asbestos liability as of the Petition Date was $472.1 million. We based that recorded liability on an estimate of probable and estimable expenditures to resolve asbestos personal injury claims under generally accepted accounting principles, made
with the assistance of Garrison and an estimation expert, Bates White, retained by GST LLCs counsel. The estimate developed was an estimate of the most likely point in a broad range of potential amounts that GST LLC might pay to resolve
asbestos claims (by settlement in the majority of the cases except those dismissed or tried) over the ten-year period following the Petition Date in the state court system, plus accrued but unpaid legal fees. The estimate, which was not discounted
to present value, did not reflect GST LLCs views of its actual legal liability; GST LLC has continuously maintained that its products could not have been a substantial contributing cause of any asbestos disease. Instead, the liability estimate
reflected GST LLCs recognition that most claims would be resolved more efficiently and at a significantly lower total cost through settlements without any actual liability determination.
Neither we nor GST has endeavored to update the accrual since the Petition Date except as necessary to reflect payments of accrued fees
and the disposition of cases on appeal. After those necessary updates, the liability accrual at December 31, 2012 was $466.8 million. In each asbestos-driven Chapter 11 case that has been resolved previously, the amount of the debtors
liability has been determined as part of a consensual plan of reorganization agreed to by the debtor and its creditors, including asbestos claimants and a representative of potential future claimants. GST does not believe that there is a reliable
process by which an estimate of such a resolution can be made and therefore believes that there is no basis upon which it can revise the estimate last updated prior to the Petition Date. In addition, we do not believe that we can make a reasonable
estimate of a specific range of more likely outcomes with respect to the asbestos liability of GST, and therefore, while we believe it to be an unlikely worst case scenario, GSTs ultimate costs to resolve all asbestos claims against it could
range up to the total value of GST.
In a proposed plan of reorganization filed by GST and opposed by claimant
representatives, GST has proposed to resolve all pending and future claims. GST has estimated that the amounts to be paid into the trust created by the plan for payments to future claimants, plus the indemnity costs incurred under the plan to pay
present claimants, would be approximately $270 million. Claimant representatives, on the other hand, have asserted that GSTs liability exceeds the value of GST.
The proposed plan of reorganization includes provisions that would resolve any and all alleged derivative claims against us based on GST asbestos products. The provisions specify that we would fund $30
million of the amount proposed to be paid into the trust to pay future claimants and would guarantee the obligations of GST under the plan. Those provisions are incorporated into the terms of the proposed plan only in the context of the specifics of
that plan, which would result in the equity interests of GST being retained by GSTs equity holder, the reconsolidation of GST into the Company with substantial equity above the amount of equity currently included in our consolidated financial
statements, and an injunction protecting us from future GST claims.
We cannot predict when a plan of reorganization for GST
might be approved and effective; however, an estimation trial for the purpose of determining the number and value of allowed mesothelioma claims for plan feasibility purposes has been tentatively scheduled for July 2013. We
106
believe that GST will present compelling defenses at the estimation trial that, among other things, GSTs products could not have been a substantial contributing cause of any
asbestos-related disease. Therefore, GST believes the amounts that will be paid under its proposed plan would be far more than sufficient to fully fund its actual legal liability. There are many potential hurdles to plan confirmation, including
appeals, that could arise during and after the estimation trial.
Other Commitments
We have a number of operating leases primarily for real estate, equipment and vehicles. Operating lease arrangements are generally
utilized to secure the use of assets if the terms and conditions of the lease or the nature of the asset makes the lease arrangement more favorable than a purchase. Future minimum lease payments by year and in the aggregate, under noncancelable
operating leases with initial or remaining noncancelable lease terms in excess of one year, consisted of the following at December 31, 2012 (in millions):
|
|
|
|
|
2013 |
|
$ |
13.4 |
|
2014 |
|
|
11.2 |
|
2015 |
|
|
9.4 |
|
2016 |
|
|
7.8 |
|
2017 |
|
|
6.9 |
|
Thereafter |
|
|
7.6 |
|
|
|
|
|
|
Total minimum payments |
|
$ |
56.3 |
|
|
|
|
|
|
Net rent expense was $15.1 million, $15.7 million and $12.7 million for the years ended December 31,
2012, 2011 and 2010, respectively.
In January 2013, the United States Congress passed the American Taxpayer Relief Act of 2012 which retroactively
extended various tax provisions applicable to the Company. As a result, we expect that our income tax provision for the first quarter of 2013 will include a tax benefit which will significantly reduce our effective tax rate for the quarter and to a
lesser extent the annual effective tax rate for 2013.
21. |
|
Selected Quarterly Financial Data (Unaudited) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First Quarter |
|
|
Second Quarter |
|
|
Third Quarter |
|
|
Fourth Quarter |
|
(in millions, except per share data) |
|
2012 |
|
|
2011 |
|
|
2012 |
|
|
2011 |
|
|
2012 |
|
|
2011 |
|
|
2012 |
|
|
2011 |
|
|
|
|
|
|
|
|
|
|
Net sales |
|
$ |
311.5 |
|
|
$ |
269.6 |
|
|
$ |
301.7 |
|
|
$ |
263.7 |
|
|
$ |
291.7 |
|
|
$ |
300.8 |
|
|
$ |
279.3 |
|
|
$ |
271.4 |
|
|
|
|
|
|
|
|
|
|
Gross profit |
|
$ |
107.2 |
|
|
$ |
94.0 |
|
|
$ |
103.0 |
|
|
$ |
99.3 |
|
|
$ |
98.8 |
|
|
$ |
96.8 |
|
|
$ |
91.1 |
|
|
$ |
88.9 |
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
13.8 |
|
|
$ |
15.2 |
|
|
$ |
10.2 |
|
|
$ |
12.2 |
|
|
$ |
11.3 |
|
|
$ |
14.2 |
|
|
$ |
5.7 |
|
|
$ |
2.6 |
|
|
|
|
|
|
|
|
|
|
Basic earnings per share |
|
$ |
0.67 |
|
|
$ |
0.74 |
|
|
$ |
0.50 |
|
|
$ |
0.59 |
|
|
$ |
0.54 |
|
|
$ |
0.70 |
|
|
$ |
0.28 |
|
|
$ |
0.12 |
|
|
|
|
|
|
|
|
|
|
Diluted earnings per share |
|
$ |
0.64 |
|
|
$ |
0.71 |
|
|
$ |
0.47 |
|
|
$ |
0.56 |
|
|
$ |
0.53 |
|
|
$ |
0.66 |
|
|
$ |
0.27 |
|
|
$ |
0.12 |
|
107
SCHEDULE II
Valuation and Qualifying Accounts
For the Years Ended December 31, 2012, 2011 and 2010
(In millions)
Allowance for Doubtful Accounts
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, Beginning of Year |
|
Charge to Expense |
|
Write-off of Receivables |
|
Other (1) |
|
Balance, End of Year |
2012 |
|
|
$ |
4.6 |
|
|
|
$ |
1.7 |
|
|
|
$ |
(0.9 |
) |
|
|
$ |
0.3 |
|
|
|
$ |
5.7 |
|
2011 |
|
|
$ |
3.6 |
|
|
|
$ |
1.6 |
|
|
|
$ |
(0.9 |
) |
|
|
$ |
0.3 |
|
|
|
$ |
4.6 |
|
2010 |
|
|
$ |
4.2 |
|
|
|
$ |
1.1 |
|
|
|
$ |
(1.4 |
) |
|
|
$ |
(0.3 |
) |
|
|
$ |
3.6 |
|
(1) |
Consists primarily of the effect of changes in currency rates and the deconsolidation of GST. |
Deferred Income Tax Valuation Allowance
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, Beginning of Year |
|
Charge to Expense |
|
Expiration of Net Operating Losses |
|
Other (2) |
|
Balance, End of Year |
2012 |
|
|
$ |
12.1 |
|
|
|
$ |
4.8 |
|
|
|
$ |
|
|
|
|
$ |
0.8 |
|
|
|
$ |
17.7 |
|
2011 |
|
|
$ |
10.1 |
|
|
|
$ |
3.1 |
|
|
|
$ |
|
|
|
|
$ |
(1.1 |
) |
|
|
$ |
12.1 |
|
2010 |
|
|
$ |
7.7 |
|
|
|
$ |
4.5 |
|
|
|
$ |
(3.2 |
) |
|
|
$ |
1.1 |
|
|
|
$ |
10.1 |
|
(2) |
Consists primarily of the effects of changes in currency rates and statutory changes in tax rates. |
108
Exhibit 10.7
ENPRO INDUSTRIES, INC.
2002 EQUITY COMPENSATION PLAN
(2009 AMENDMENT AND RESTATEMENT), AS
AMENDED
OUTSIDE DIRECTOR
PHANTOM SHARES AWARD AGREEMENT
|
|
|
|
|
|
|
|
|
GRANTED TO |
|
GRANT DATE |
|
|
NUMBER OF PHANTOM SHARES |
|
[ ] |
|
|
[ |
] |
|
|
[ |
] |
This Outside Director Phantom Shares Award Agreement (the Agreement) is made between EnPro Industries, Inc.,
a North Carolina corporation (the Company), and you, an Outside Director of the Company.
The Company sponsors the EnPro
Industries, Inc. 2002 Equity Compensation Plan (2009 Amendment and Restatement), as amended (the Plan). A prospectus describing the Plan is attached as Exhibit A. The Plan itself is available upon request, and its terms and provisions
are incorporated herein by reference. When used herein, the terms which are defined in the Plan shall have the meanings given to them in the Plan, as modified herein (if applicable).
In accordance with Section 12 of the Plan, you and the Company mutually covenant and agree as follows:
1. |
Subject to the terms and conditions of the Plan and this Agreement, the Company awards to you the number of Phantom Shares shown above. |
2. |
You acknowledge having read the Prospectus and agree to be bound by all the terms and conditions of the Plan and this Agreement. |
3. |
The Phantom Shares are fully (100%) vested. |
4. |
Dividend equivalents will be accrued on the Phantom Shares. Upon the payment date of each dividend declared on the Companys Common Stock, that number of
additional Phantom Shares will be credited to the award which has an equivalent fair market value to the aggregate amount of dividends which would be paid if the number of the Phantom Shares were actual shares of the Common Stock. Dividend
equivalents shall be vested at the time the dividend is paid. |
5. |
Upon your termination of service as a member of the Board of Directors (the termination date), the Company shall pay to you all Phantom Shares credited to
you on the termination date in the form of one share of Common Stock for each whole Phantom Share, with cash for any fractional Phantom Share based on the fair market value of the Common Stock on the applicable date. The shares of Common Stock shall
be paid and delivered to you as soon as administratively practicable after the termination date, but in no event later than December 31 of the calendar year of the termination date. |
6. |
You agree that you shall comply with (or provide adequate assurance as to future compliance with) all applicable securities laws and income tax laws as determined by
the Company as a condition precedent to the payment of any shares of Common Stock pursuant to this Agreement. In addition, you agree that, upon request, you will furnish a letter agreement providing that (i) you will not distribute or resell
any of said shares of Common Stock in violation of the Securities Act of 1933, as amended, (ii) you will indemnify and hold the Company harmless against all liability for any such violation and (iii) you will accept all liability for any
such violation. |
Page 1 of 4
7. |
By executing and returning a Beneficiary Designation Form, you may designate a beneficiary to receive payment of any Phantom Shares awarded hereunder in the event of
your death while in service with the Company. If you do not designate a beneficiary or if your designated beneficiary does not survive you, then your beneficiary will be your estate. A Beneficiary Designation Form has been included in your award
package and may also be obtained by contacting the Company. |
8. |
The existence of this award shall not affect in any way the right or power of the Company or its stockholders to make or authorize any or all adjustments,
recapitalizations, reorganizations or other changes in the Companys capital structure or its business, or any merger or consolidation of the Company, or any issue of bonds, debentures, preferred or prior preference stocks ahead of or
convertible into, or otherwise affecting the Companys Common Stock or the rights thereof, or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business, or any other corporate act or
proceeding, whether of a similar character or otherwise. |
9. |
Any notice which either party hereto may be required or permitted to give to the other shall be in writing and may be delivered personally, by intraoffice mail, by fax,
by electronic mail or other electronic means, or via a postal service, postage prepaid, to such electronic mail or postal address and directed to such person as the Company may notify you from time to time; and to you at your electronic mail or
postal address as shown on the records of the Company from time to time, or at such other electronic mail or postal address as you, by notice to the Company, may designate in writing from time to time. |
10. |
Regardless of any action the Company takes with respect to any or all income tax, payroll tax or other tax-related withholding (Tax-Related Items), you
acknowledge that the ultimate liability for all Tax-Related Items owed by you is and remains your responsibility and that the Company (i) makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection
with any aspect of this award, and (ii) does not commit to structure the terms of the grant or any aspect of the Phantom Shares to reduce or eliminate your liability for Tax-Related Items. |
In the event the Company determines that it must withhold any Tax-Related Items as a result of your participation in the Plan, you agree
as a condition of the grant of the Phantom Shares to make arrangements satisfactory to the Company to enable it to satisfy all withholding requirements, including, but not limited to, withholding any applicable Tax-Related Items from the payment of
the Phantom Shares. In addition, you authorize the Company to fulfill its withholding obligations by all legal means, including, but not limited to: withholding Tax-Related Items from your other cash compensation the Company pays to you; withholding
Tax-Related Items from the cash proceeds, if any, received upon sale of any shares of Common Stock received upon payment; and at the time of payment, withholding Phantom Shares sufficient to meet minimum withholding obligations for Tax-Related
Items. In the event that you have not advised the Company at least 21 days prior to the occurrence of any event requiring it to withhold any Tax-Related Items, you will be deemed to have irrevocably directed the Company to fulfill its withholding
obligations by withholding any applicable Tax-Related Items from the payment of the Phantom Shares. The Company may refuse to deliver shares of Common Stock upon payment if you fail to comply with any withholding obligation.
11. |
In the event any provision of this Agreement shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of the
Agreement, and the Agreement shall be construed and enforced as if the illegal or invalid provision had not been included. This Agreement constitutes the final understanding between you and the Company regarding the Phantom Shares. Any prior
agreements, commitments or negotiations concerning the Phantom Shares are superseded. Subject to the terms of the Plan, this Agreement may only be amended by a written instrument signed by both parties. |
Page 2 of 4
IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its duly authorized officer.
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Page 3 of 4
ENPRO INDUSTRIES, INC.
2002 EQUITY COMPENSATION PLAN
(2009 AMENDMENT AND RESTATEMENT), AS AMENDED
OUTSIDE DIRECTORS
PHANTOM SHARES AWARD AGREEMENT
Beneficiary Designation Form
Please complete this form only if you havent already
designated a beneficiary for your Phantom Shares granted under the Plan or if you wish to change your current beneficiary designation. Completed forms should be returned to Julie Lentz at julie.lentz@enproindustries.com and by mail at 5605 Carnegie
Blvd., Suite 500, Charlotte, NC 28209-4674.
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With respect to the above described award of Phantom Shares under the EnPro Industries, Inc. 2002 Equity Compensation Plan (2009 Amendment and
Restatement), as amended (the Plan), I hereby designate the following person or entity as my beneficiary with respect to any payment of the Phantom Shares in the event of my death.
If my beneficiary named below predeceases me, any such payment will be made to my estate.
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Name and Address of Beneficiary |
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Relationship
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I understand that I may change this designation at any time by executing a new form and delivering it to the Human
Resources Department. This designation supersedes any prior beneficiary designation made by me under the Plan with respect to the Shares.
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Directors Name (Please print) |
Witness:
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Signature of Director |
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Received
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Page 4 of 4
EXHIBIT A
(This document constitutes part of a
prospectus covering securities that
have been registered under
the Securities Act of 1933)
PROSPECTUS
4,325,000 SHARES
ENPRO INDUSTRIES, INC.
COMMON STOCK
AMENDED AND RESTATED 2002 EQUITY COMPENSATION PLAN
This Prospectus relates to the offer and sale of up to 4,325,000 shares of our common stock to eligible employees under the EnPro
Industries, Inc. Amended and Restated 2002 Equity Compensation Plan (the Plan). The Plan was most recently approved by our Board of Directors at its February 2012 meeting and by our shareholders at the annual meeting held on May 2,
2012. The Plan terminates on February 10, 2019, unless terminated earlier by our Board of Directors.
The purpose of the
Plan is to promote the interests of the shareholders by providing stock-based incentives to selected employees and Outside Directors to align their interests with shareholders and to motivate them to put forth maximum efforts toward the
continued growth, profitability and success of our company.
The Plan is generally administered by the Compensation and Human
Resources Committee of our Board (the Committee). See Administration below. The Plan is not a qualified pension, profit-sharing or stock bonus plan within the meaning of Section 401(a) of the Internal Revenue Code of
1986, as amended (the Code). Further, in our view, the Plan is not subject to the provisions of the Employee Retirement Income Security Act of 1974.
For additional information concerning awards made under the Plan, please contact Steve Spradling at 704-731-1516.
This document constitutes part of a prospectus covering securities that have been registered under the Securities Act of 1933, as amended (the Securities Act).
The date of this Prospectus is May 9, 2012.
SUMMARY OF PLAN
The following summary of the Plan is subject to, and qualified in its entirety by reference to, all the provisions of the Plan, a copy
of which may be obtained upon request.
Eligibility
Salaried, full-time employees of us or of our subsidiaries may participate in the Plan. The Committee, in its discretion, will select the award recipients and the nature and amount of any awards. The
Committee may, within certain limits, delegate to our CEO and other senior officers authority to make such award determinations.
In addition, members of our Board of Directors and any of our subsidiary corporations of which we own more than 50% of the voting stock, excluding directors who are employees or former employees of us or
our subsidiaries within five years after their termination of employment (Outside Directors) are eligible to receive awards of phantom shares as described below.
Number of Shares
There are 4,325,000 shares of our common stock available
for issuance under the Plan. If an award made under the Plan terminates, expires, lapses or is canceled, the shares covered by that award remain available for issuance under the Plan. However, shares used to pay any option exercise price or to
satisfy a tax withholding obligation are deemed to constitute shares delivered under the Plan and will not be available for future issuance under the Plan. Shares of our common stock issued pursuant to the Plan may be original issue shares or
treasury shares.
Awards to Eligible Employees
Pursuant to the Plan, the Committee may award eligible employees incentive stock options (ISOs), nonqualified stock options (NQSOs), stock appreciation rights (SARs),
performance shares, restricted stock units, restricted stock shares and other awards. Each award will be evidenced by an award document setting forth the terms and provisions applicable to the award.
Stock Options. The Plan provides for the grant of options to purchase shares of our common stock at option prices which are not
less than the fair market value of shares of our common stock on the grant date. In making an option award, the Committee determines whether the award will be either an ISO or NQSO. The Committee also establishes all of the other terms and
conditions of each option award at the time of grant, including any vesting requirements. The applicable award document will specify the term of the option (up to a maximum of ten years), and the extent to which options may be exercised during their
terms, including in the event of your death, disability or termination of employment. You may pay the option exercise price either in cash or by tendering shares of our common stock with a fair market value at the date of the exercise equal to the
portion of the exercise price which you do not pay in cash. In addition, the Committee may from time to time allow cashless exercises by any means which it determines to be consistent with the Plans purposes and applicable law. You will have
no rights as a shareholder until you become the holder of record of shares of our common stock issued upon exercise of such stock options.
Stock Appreciation Rights. The Plan also provides for the grant of SARs, which entitle holders, upon exercise, to receive shares of our common stock with a value equal to the difference between
(i) the fair market value on the exercise date of the shares with respect to which an SAR is exercised and (ii) the grant price of the SAR, which shall not be less than the fair market value of such shares on the grant date. The Committee
establishes all of the terms and conditions of each SAR at the time of grant, including any vesting requirements; provided that the term may not exceed ten years from the grant date and each SAR must be settled only in common stock.
Performance Shares. The Committee may make awards of performance shares (which may be actual shares of our common stock or phantom
shares) subject to conditions established by the Committee that may include attainment of specific performance objectives. Performance share awards may include the awarding of additional shares upon attainment of the specified performance
objectives.
Restricted Shares. A restricted share is an actual share of our common stock issued in your name that is
subject to certain vesting requirements and which we hold until the applicable vesting date, at which time the share is released to you. The Committee establishes all of the terms and conditions of each award at the time of grant, including any
vesting requirements, which are set forth in an award document. Restricted share awards that vest based on continued employment generally have a minimum three-year vesting period, though they may vest earlier in the event of death, disability or
retirement. Prior to vesting, you may vote and receive cash dividends with respect to restricted shares as specified in your award document.
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Restricted Stock Units. The Committee may make awards of restricted stock units which
is the right to receive our common stock upon the vesting of the restricted stock unit. The Committee establishes all of the terms and conditions of each award at the time of grant, including any vesting requirements, which are set forth in an award
document. Restricted stock units that vest based on continued employment generally have a minimum three-year vesting period, though they may vest earlier in the event of death, disability or retirement. If we pay any common stock dividends prior to
the vesting of the restricted stock units, recipients of the restricted stock units will not be entitled to receive any such dividends when such dividends are paid. Recipients have no right to vote any restricted stock units on any matter presented
to a vote of the companys shareholders. Upon vesting, the recipient would be entitled to receive, for each restricted stock units vesting, one share of common stock plus a cash payment equal to the aggregate amount of cash dividends paid with
respect to one share of common stock from the date the award was made to and including the date of vesting.
Other
Awards. The Committee may make other awards under the Plan in units or phantom shares, the value of which is based, in whole or in part, on the value of our common stock. The Committee may provide that such awards are to be paid in cash, in
shares, or in a combination of both cash and shares, under such terms and conditions as the Committee may establish, which are set forth in an award document.
Awards of Phantom Shares to Outside Directors
Pursuant to the Plan, the
Committee will make a one-time grant of phantom shares, in an amount to be determined by the Committee, to each Outside Director upon his or her election to the board. Thereafter, each Outside Director will receive an annual grant of phantom shares,
in an amount and on terms determined by the Committee. In addition, the Committee may, from time to time, make additional grants of phantom shares to Outside Directors.
The terms and provisions of the phantom shares are as follows:
Vesting.
Phantom shares granted to Outside Directors are fully vested at grant.
Dividend Equivalents. Dividend equivalents
accrue on all phantom shares granted to Outside Directors. Upon the payment date of each dividend declared on our common stock, that number of additional phantom shares will be credited to each Outside Directors award which has an equivalent
fair market value to the aggregate amount of dividends which would be paid if the number of the Outside Directors phantom shares were actual shares of the common stock. Dividend equivalents are vested at the time the dividend is paid.
Payment. Upon termination of service of an Outside Director as a member of the Board of Directors (the
termination date), we will pay to the Outside Director all phantom shares credited to the Outside Director on the termination date in the form of one share of our common stock for each whole phantom share, with cash for any fractional
phantom share based on the fair market value of our common stock on the applicable date. The shares of common stock are paid and delivered as soon as administratively practicable after the termination date.
Fair Market Value
For
all purposes of the Plan, the fair market value of a share of our common stock will be the closing selling price on the relevant date (as of 4:00 p.m. New York, New York time), as reported on the New York Stock Exchange Composite Transactions
listing (or similar report), or, if no sale was made on such date, on the next preceding day on which a sale was made.
Award Limits
The following limits apply to awards made under the Plan:
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In no event may any individual receive awards under the Plan for a given calendar year covering in excess of 500,000 shares of our common stock; and
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We will not grant ISOs covering in the aggregate more than 1,000,000 shares of our common stock during the term of the Plan.
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Transferability of Awards
You may not transfer any award granted under this Plan other than by will or the laws of descent and distribution or by such other means as the Committee may approve from time to time.
Withholding for Payment of Taxes
The Committee will have the right to determine the amount of any Federal, state or local required withholding tax, and may require that any such required withholding tax be satisfied by withholding shares
of our common stock or other amounts which would otherwise be payable under this Plan.
Changes in Capitalization and Similar Changes
In the event of any corporate event or transaction (including a change in common stock or capitalization or our company),
such as a merger, consolidation, reorganization, recapitalization, separation, partial or complete liquidation, stock dividend, stock split, reverse stock split, split up, spin off, or other distribution of stock or property or our company, a
combination or exchange of our common stock, dividend in kind or other similar change in capital structure, number of outstanding shares of our common stock, distribution (other than normal cash dividends) to our shareholders or any similar
corporate event or transaction, the aggregate number of shares of our common stock with respect to which awards may be made under the Plan, and the terms, types of shares and number of shares of any outstanding awards under the Plan will be
equitably adjusted by the Committee in its discretion to preserve the benefit of the award for both you and us.
Change in Control
The Plan provides that, in the event of a change in control of our company (as defined in the Plan), all options will be
fully exercisable as of the date of the change in control and will remain exercisable for a period of two years thereafter (not to exceed the original award term). The Committee may also take actions with respect to outstanding awards of SARS,
performance shares, restricted stock units, restricted shares or other awards.
Amendment and Termination of Plan
Our Board of Directors has the power to amend, modify or terminate the Plan on a prospective basis, provided that the Board of Directors
may condition any amendment to the Plan on shareholder approval if it deems shareholder approval to be necessary or appropriate.
Administration
The Plan
is administered by the Committee. Under the Plan, the Committee has the authority to (i) select the employees to receive awards from time to time, (ii) make awards in such amounts as it determines, (iii) impose limitations,
restrictions and conditions upon awards as it deems appropriate, (iv) establish performance targets and allocation formulas for awards of performance shares, restricted shares or other awards intended to be qualified performance-based
compensation under Code Section 162(m), (v) certify the attainment of performance goals, if applicable, as required by Code Section 162(m), (vi) interpret the Plan and adopt, amend and rescind administrative guidelines and
other rules and regulations relating to the Plan, (vii) correct any defect or omission or reconcile any inconsistency in the Plan or any award granted thereunder and (viii) make all other determinations and take all other actions necessary
or advisable for the implementation and administration of the Plan. The Committee may delegate its authority under the Plan to the extent permitted by applicable law. All determinations and decisions made by the Committee pursuant to the Plan will
be final, conclusive and binding.
Code Section 162(m)
Because stock options and SARs granted under the Plan must have an exercise price equal at least to fair market value at the date of grant, compensation from the exercise of stock options and SARs should
be treated as qualified performance-based compensation for Code Section 162(m) purposes.
In addition, the
Plan authorizes the Committee to make awards of performance shares, restricted shares and other awards that are conditioned on the satisfaction of certain performance criteria. For awards intended to result in qualified performance-based
compensation, the Committee will establish prior to or within 90 days after the start of the applicable performance period the applicable performance conditions. The Committee may select from the following performance measures for such
purpose: total sales, sales growth (with or excluding acquisitions), revenue-based measures for particular products, product lines or product groups, net income (before or after asbestos charges and/or other selected items), earnings per
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share of Common Stock (before or after asbestos and/or other selected items), pretax income (before or after asbestos charges and/or other selected items), consolidated operating income (pre or
post-tax and before or after asbestos charges and/or other selected items), segment operating income (pre or post-tax and before or after asbestos charges and/or other selected items), earnings before interest and taxes (before or after asbestos
charges and/or other selected items), earnings before interest, taxes, depreciation and amortization (before or after asbestos charges and/or other selected items), free cash flow (pre or post-tax and before or after asbestos charges and/or other
selected items), asbestos-related cash outflows (or changes in asbestos-related cash outflow), new asbestos commitments (or changes in new asbestos commitments), return on equity, assets, investment, invested capital, capital, total or net capital
employed, or sales (pre or post-tax and before or after asbestos charges and/or other selected items), cash flow return on investments, total shareholder return, Common Stock price increases, total business return (before or after asbestos charges
and/or other selected items), economic value added or similar after cost of capital measures, return on sales or margin rate, in total or for a particular product, product line or product group, working capital (or any of its components
or related metrics), working capital improvement, market share, measures of customer satisfaction (including survey results or other measures of satisfaction), safety (determined by reference to recordable or lost time rates, first aids, near misses
or a combination of two or more such measures or other measures), measures of operating efficiency such as productivity, cost of non-conformance, cost of quality, on time delivery and efficiency ratio and strategic objectives with specifically
identified areas of emphasis such as cost reduction, acquisition assimilation synergies, acquisitions or organization restructuring. The Committee will state the performance conditions in the form of an objective, nondiscretionary formula and will
certify in writing the attainment of such performance conditions prior to any payout with respect to such awards. The Committee in its discretion may adjust downward the permissible amount of any such award, even if the performance objective is
achieved.
CERTAIN FEDERAL INCOME TAX CONSEQUENCES
The following is a general summary of the current federal income tax consequences of the granting and exercise of stock options and of
awards of common stock (including both performance shares and restricted stock), phantom stock, stock units and SARs under the Plan. It does not attempt to describe all possible federal or other tax consequences of participation in the Plan.
Furthermore, the tax consequences of awards made under the Plan are complex and subject to change, and some variation of the described rules may be applicable to any particular participants tax situation. The summary assumes in each case that
there will no violation of the deferred compensation rules of the Internal Revenue Service, which would subject the affected participants to immediate taxation and penalties on unvested awards.
Incentive Stock Options. An employee who is granted an ISO under the Plan will not be subject to federal income tax upon the
grant or exercise of the option. However, upon the exercise of an ISO, the difference between the exercise price for the option and its fair market value on the date of exercise, which is commonly referred to as the spread, is a tax preference item
that must be taken into account in determining the employees alternative minimum tax. If the employee disposes of the shares in the same year the option was exercised, there are no alternative minimum tax implications. Generally, the employee
can recover any alternative minimum tax liability paid as a credit against ordinary income taxes owed in future years.
In the
event of a sale of the shares received upon exercise of an ISO after two years from the date of grant and one year after the date of exercise (which we refer to as the Holding Period), any appreciation of the shares received above the
exercise price should be a capital gain. The current federal tax rate applicable to long-term capital gains is 15 percent.
We will not be entitled to a tax deduction with respect to the grant or exercise of an ISO, or with respect to any disposition of such
shares after the Holding Period. However, if shares acquired pursuant to the exercise of an ISO are sold by the employee before the end of the Holding Period, any gain on the sale will be ordinary income for the taxable year in which the sale
occurs. Income will be realized only to the extent the amount received upon sale exceeds the employees adjusted basis for the stock. We will be entitled to a tax deduction in the amount of the ordinary income realized by the employee.
Non-incentive Stock Options. An employee who is granted an NQSO under the Plan will not be subject to federal
income tax upon the grant of the option, and we will not be entitled to a tax deduction by reason of such grant. Upon exercise of an NQSO, the spread or excess of the fair market value of the shares on the exercise date over the option price will be
considered compensation taxable as ordinary income to the employee. Because it is treated as compensation, the spread is subject to withholding of applicable payroll taxes. We may claim a tax deduction in the amount of the taxable compensation
realized by the employee.
Common Stock Awards. Common stock awards made without restrictions are subject to
federal tax to the recipient and are deductible to our company. Stock awards with restrictions (including both performance shares, restricted stock units and restricted shares) generally will not be subject to federal tax upon grant, and we will not
be entitled to a tax deduction upon grant. When the restrictions lapse, the fair market value of shares free of restrictions will be considered compensation taxable as ordinary income to the employee and we may claim a tax deduction at the same time
in the same amount.
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Phantom Stock, Stock Unit Awards and SARs. A director or employee who is granted
a phantom share, stock unit or SAR award under the Plan will not be subject to federal tax upon the grant of the award and we will not be entitled to a tax deduction by reason of such grant. However, when common stock or cash is delivered to the
participant pursuant to such an award, the participant will recognize ordinary income equal to the fair market value of the shares or cash delivered under the award, and we may claim a tax deduction at the same time in the same amount.
RESTRICTIONS ON RESALE
If you are one of our affiliates as defined in Rule 405 under the Securities Act, resales of shares of our common stock that you acquire under awards under the Plan will be subject to the
volume, manner of sale and reporting requirements of Rule 144 under the Securities Act unless we register your shares under the Securities Act for resale pursuant to a separate prospectus. If you have been designated as one of our reporting officers
for purposes of Section 16(b) of the Securities Exchange Act of 1934 (the Exchange Act), resales of shares of our common stock that you acquire under awards pursuant to the Plan may be matched with nonexempt purchases of
our common stock within the previous or following six months for purposes of the short-swing profits recovery provisions of Section 16(b). Further, in no event may you sell shares of our common stock, whether acquired pursuant to
the Plan or otherwise, if you are in possession of material information regarding our company that has not been publicly disclosed.
You are advised to consult with counsel regarding your status as an affiliate and as a Section 16(b) reporting officer and the application of other federal and state securities laws to resales of
shares of our common stock that you acquire pursuant to the Plan.
ADDITIONAL INFORMATION
We have filed a registration statement with respect to the shares of our common stock offered under the Plan with the Securities and
Exchange Commission under the Securities Act. This registration statement incorporates by reference certain documents including our most recent Annual Report on Form 10-K and all subsequent reports on Form 10-K, Form 10-Q and Form 8-K, our proxy
statements, and a description of our common stock filed under the Exchange Act, which documents are also incorporated by reference in this Prospectus.
We will promptly furnish, without charge, on your request, a copy of any of the documents incorporated by reference in the registration statement and in this Prospectus (other than exhibits to such
documents which are not specifically incorporated by reference in such documents), as well as our most recent Annual Report to Shareholders, if any, and any and all documents supplementing or updating the information contained in this Prospectus
(including Plan information previously delivered, if requested). Such requests should be addressed to: EnPro Industries, Inc., 5605 Carnegie Boulevard, Suite 500, Charlotte, North Carolina, 28209-4674, Attn: Julie Lentz.
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Exhibit 10.10
ENPRO INDUSTRIES, INC.
AMENDED AND RESTATED 2002 EQUITY COMPENSATION PLAN, AS AMENDED
RESTRICTED SHARE UNITS AWARD AGREEMENT
THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING
SECURITIES THAT
HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.
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GRANTED TO |
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This Restricted Share Units Award Agreement, including all Exhibits hereto (the Agreement), is made between
EnPro Industries, Inc., a North Carolina corporation (the Company), and you, an employee of the Company or one of its subsidiaries.
The Company sponsors the EnPro Industries, Inc. Amended and Restated 2002 Equity Compensation Plan, as amended (the Plan). A prospectus
describing the Plan is enclosed as Exhibit A. The Plan itself is available upon request, and its terms and provisions are incorporated herein by reference. When used herein, the terms which are defined in the Plan shall have the meanings given to
them in the Plan, as modified herein (if applicable).
In recognition of the value of your contribution to the Company, you and the Company
mutually covenant and agree as follows:
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Subject to the terms and conditions of the Plan and this Agreement, the Company awards to you the number of Restricted Share Units shown above (the Units).
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You acknowledge having read the Prospectus and agree to be bound by all the terms and conditions of the Plan and this Agreement. |
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The Units are issued pursuant to this Agreement and shall vest on the date(s) shown on the enclosed Exhibit B. You shall not have the right to sell or otherwise dispose
of the Units or any interest therein. |
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You shall have no right to vote any of the Units with respect to any matter presented for a vote of the holders of the Companys Common Stock and, with respect to
the Units, you shall not be entitled to receive any dividends on the Companys Common Stock when such dividends are paid. |
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Upon the vesting of Units, you shall be entitled to receive from the Company either, at the Companys election, (i) one share of Common Stock or (ii) a
cash payment in amount equal to the fair market value (as defined in the Plan) of one share of Common Stock on the date of vesting (the Vesting Date), plus, in either case (i) or (ii), a cash payment equal to the aggregate amount of
cash dividends paid with respect to one share of Common Stock from the Grant Date to and including the Vesting Date. |
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You acknowledge and agree that upon your termination of employment with the Company and its subsidiaries prior to the Units becoming vested in accordance with paragraph
3 and Exhibit B of this Agreement or otherwise in accordance with the Plan, your right to receive payment on any such unvested Units shall automatically, without further act, terminate. |
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You agree that you shall comply with (or provide adequate assurance as to future compliance with) all applicable securities laws and income tax laws as determined by
the Company as a condition precedent to the payment of any amount pursuant to this Agreement. In addition, you agree that, upon request, you will furnish a letter agreement providing that (i) you will not distribute or resell in violation of
the Securities Act of 1933, as amended, any of shares of the Companys Common Stock delivered in payment of the Units (ii) you will indemnify and hold the Company harmless against all liability for any such violation and (iii) you
will accept all liability for any such violation. |
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By executing and returning the Beneficiary Designation Form attached as Exhibit C, you may designate a beneficiary to receive any payment to be made hereunder in the
event of your death while in service with the Company. If you do not designate a beneficiary or if your designated beneficiary does not survive you, then your beneficiary will be your estate. |
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The existence of this award shall not affect in any way the right or power of the Company to make or authorize any or all adjustments, recapitalizations,
reorganizations or other changes in the Companys capital structure or its business, or any merger or consolidation of the Company, or any issue of bonds, debentures, preferred or prior preference stocks ahead of or convertible into, or
otherwise affecting the Companys Common Stock or the rights thereof, or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a
similar character or otherwise. |
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Any notice which either party hereto may be required or permitted to give to the other shall be in writing and may be delivered personally, by intraoffice mail, by fax,
by electronic mail or other electronic means, or via a postal service, postage prepaid, to such electronic mail or postal address and directed to such person as the Company may notify you from time to time; and to you at your electronic mail or
postal address as shown on the records of the Company from time to time, or at such other electronic mail or postal address as you, by notice to the Company, may designate in writing from time to time. |
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Regardless of any action the Company or your employer takes with respect to any or all income tax, payroll tax or other tax-related withholding (Tax-Related
Items), you acknowledge that the ultimate liability for all Tax-Related Items owed by you is and remains your responsibility and that the Company and/or your employer (i) make no representations or undertakings regarding the treatment of
any Tax-Related Items in connection with any aspect of this award, including the grant and vesting of the Units and the subsequent sale of any shares of Common Stock delivered in payment of any Units; and (ii) do not commit to structure the
terms of the grant or any aspect of the Units to reduce or eliminate your liability for Tax-Related Items. |
In
the event the Company determines that it and/or your employer must withhold any Tax-Related Items as a result of your participation in the Plan, you agree as a condition of the grant of the Units to make arrangements satisfactory to the Company
and/or your employer to enable it to satisfy all withholding requirements, including, but not limited to, withholding any applicable Tax-Related Items from the vesting and payment of the Units. In addition, you authorize the Company and/or your
employer to fulfill its withholding obligations by all legal means, including, but not limited to: withholding Tax-Related Items from your wages, salary or other cash compensation your employer pays to you; withholding Tax-Related Items from the
cash proceeds, if any, received upon sale of any shares of Common Stock received in payment of Units; and at the time of vesting, withholding shares of Common Stock or the cash payment to be delivered in payment of the Units sufficient to meet
minimum withholding obligations for Tax-Related Items. In the event that you have not advised the Company at least 21 days prior to the occurrence of any event requiring it and/or your employer to withhold any Tax-Related Items, you will be deemed
to have irrevocably directed the Company and/or your employer to fulfill its withholding obligations by withholding any applicable Tax-Related Items from the vesting and payment of the Units. The Company may refuse to deliver shares of Common Stock,
or the cash payment, upon vesting of the Units if you fail to comply with any withholding obligation.
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In the event any provision of this Agreement shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of the
Agreement, and the Agreement shall be construed and enforced as if the illegal or invalid provision had not been included. This Agreement constitutes the final understanding between you and the Company regarding the Units. Any prior agreements,
commitments or negotiations concerning the Units are superseded. Subject to the terms of the Plan, this Agreement may only be amended by a written instrument signed by both parties. |
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IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its duly authorized
officer, and you have hereunto set your hand, all effective as of the Grant Date listed above.
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ENPRO INDUSTRIES, INC. |
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EXHIBIT A
(This document constitutes part of a
prospectus covering securities that
have been registered under
the Securities Act of 1933)
PROSPECTUS
4,325,000 SHARES
ENPRO INDUSTRIES, INC.
COMMON STOCK
AMENDED AND RESTATED 2002 EQUITY COMPENSATION PLAN
This Prospectus relates to the offer and sale of up to 4,325,000 shares of our common stock to eligible employees under the EnPro
Industries, Inc. Amended and Restated 2002 Equity Compensation Plan (the Plan). The Plan was most recently approved by our Board of Directors at its February 2012 meeting and by our shareholders at the annual meeting held on May 2,
2012. The Plan terminates on February 10, 2019, unless terminated earlier by our Board of Directors.
The purpose of the
Plan is to promote the interests of the shareholders by providing stock-based incentives to selected employees and Outside Directors to align their interests with shareholders and to motivate them to put forth maximum efforts toward the
continued growth, profitability and success of our company.
The Plan is generally administered by the Compensation and Human
Resources Committee of our Board (the Committee). See Administration below. The Plan is not a qualified pension, profit-sharing or stock bonus plan within the meaning of Section 401(a) of the Internal Revenue Code of
1986, as amended (the Code). Further, in our view, the Plan is not subject to the provisions of the Employee Retirement Income Security Act of 1974.
For additional information concerning awards made under the Plan, please contact Steve Spradling at 704-731-1516.
This document constitutes part of a prospectus covering securities that have been registered under the Securities Act of 1933, as amended (the Securities Act).
The date of this Prospectus is May 9, 2012.
SUMMARY OF PLAN
The following summary of the Plan is subject to, and qualified in its entirety by reference to, all the provisions of the Plan, a copy
of which may be obtained upon request.
Eligibility
Salaried, full-time employees of us or of our subsidiaries may participate in the Plan. The Committee, in its discretion, will select the award recipients and the nature and amount of any awards. The
Committee may, within certain limits, delegate to our CEO and other senior officers authority to make such award determinations.
In addition, members of our Board of Directors and any of our subsidiary corporations of which we own more than 50% of the voting stock, excluding directors who are employees or former employees of us or
our subsidiaries within five years after their termination of employment (Outside Directors) are eligible to receive awards of phantom shares as described below.
Number of Shares
There are 4,325,000 shares of our common stock available
for issuance under the Plan. If an award made under the Plan terminates, expires, lapses or is canceled, the shares covered by that award remain available for issuance under the Plan. However, shares used to pay any option exercise price or to
satisfy a tax withholding obligation are deemed to constitute shares delivered under the Plan and will not be available for future issuance under the Plan. Shares of our common stock issued pursuant to the Plan may be original issue shares or
treasury shares.
Awards to Eligible Employees
Pursuant to the Plan, the Committee may award eligible employees incentive stock options (ISOs), nonqualified stock options (NQSOs), stock appreciation rights (SARs),
performance shares, restricted stock units, restricted stock shares and other awards. Each award will be evidenced by an award document setting forth the terms and provisions applicable to the award.
Stock Options. The Plan provides for the grant of options to purchase shares of our common stock at option prices which are not
less than the fair market value of shares of our common stock on the grant date. In making an option award, the Committee determines whether the award will be either an ISO or NQSO. The Committee also establishes all of the other terms and
conditions of each option award at the time of grant, including any vesting requirements. The applicable award document will specify the term of the option (up to a maximum of ten years), and the extent to which options may be exercised during their
terms, including in the event of your death, disability or termination of employment. You may pay the option exercise price either in cash or by tendering shares of our common stock with a fair market value at the date of the exercise equal to the
portion of the exercise price which you do not pay in cash. In addition, the Committee may from time to time allow cashless exercises by any means which it determines to be consistent with the Plans purposes and applicable law. You will have
no rights as a shareholder until you become the holder of record of shares of our common stock issued upon exercise of such stock options.
Stock Appreciation Rights. The Plan also provides for the grant of SARs, which entitle holders, upon exercise, to receive shares of our common stock with a value equal to the difference between
(i) the fair market value on the exercise date of the shares with respect to which an SAR is exercised and (ii) the grant price of the SAR, which shall not be less than the fair market value of such shares on the grant date. The Committee
establishes all of the terms and conditions of each SAR at the time of grant, including any vesting requirements; provided that the term may not exceed ten years from the grant date and each SAR must be settled only in common stock.
Performance Shares. The Committee may make awards of performance shares (which may be actual shares of our common stock or phantom
shares) subject to conditions established by the Committee that may include attainment of specific performance objectives. Performance share awards may include the awarding of additional shares upon attainment of the specified performance
objectives.
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Restricted Shares. A restricted share is an actual share of our common stock issued
in your name that is subject to certain vesting requirements and which we hold until the applicable vesting date, at which time the share is released to you. The Committee establishes all of the terms and conditions of each award at the time of
grant, including any vesting requirements, which are set forth in an award document. Restricted share awards that vest based on continued employment generally have a minimum three-year vesting period, though they may vest earlier in the event of
death, disability or retirement. Prior to vesting, you may vote and receive cash dividends with respect to restricted shares as specified in your award document.
Restricted Stock Units. The Committee may make awards of restricted stock units which is the right to receive our common stock upon the vesting of the restricted stock unit. The Committee
establishes all of the terms and conditions of each award at the time of grant, including any vesting requirements, which are set forth in an award document. Restricted stock units that vest based on continued employment generally have a minimum
three-year vesting period, though they may vest earlier in the event of death, disability or retirement. If we pay any common stock dividends prior to the vesting of the restricted stock units, recipients of the restricted stock units will not be
entitled to receive any such dividends when such dividends are paid. Recipients have no right to vote any restricted stock units on any matter presented to a vote of the companys shareholders. Upon vesting, the recipient would be entitled to
receive, for each restricted stock units vesting, one share of common stock plus a cash payment equal to the aggregate amount of cash dividends paid with respect to one share of common stock from the date the award was made to and including the date
of vesting.
Other Awards. The Committee may make other awards under the Plan in units or phantom shares, the value of
which is based, in whole or in part, on the value of our common stock. The Committee may provide that such awards are to be paid in cash, in shares, or in a combination of both cash and shares, under such terms and conditions as the Committee may
establish, which are set forth in an award document.
Awards of Phantom Shares to Outside Directors
Pursuant to the Plan, the Committee will make a one-time grant of phantom shares, in an amount to be determined by the Committee, to each
Outside Director upon his or her election to the board. Thereafter, each Outside Director will receive an annual grant of phantom shares, in an amount and on terms determined by the Committee. In addition, the Committee may, from time to time, make
additional grants of phantom shares to Outside Directors.
The terms and provisions of the phantom shares are as follows:
Vesting. Phantom shares granted to Outside Directors are fully vested at grant.
Dividend Equivalents. Dividend equivalents accrue on all phantom shares granted to Outside Directors. Upon the payment date of
each dividend declared on our common stock, that number of additional phantom shares will be credited to each Outside Directors award which has an equivalent fair market value to the aggregate amount of dividends which would be paid if the
number of the Outside Directors phantom shares were actual shares of the common stock. Dividend equivalents are vested at the time the dividend is paid.
Payment. Upon termination of service of an Outside Director as a member of the Board of Directors (the termination date), we will pay to the Outside Director all phantom shares credited
to the Outside Director on the termination date in the form of one share of our common stock for each whole phantom share, with cash for any fractional phantom share based on the fair market value of our common stock on the applicable date. The
shares of common stock are paid and delivered as soon as administratively practicable after the termination date.
Fair Market Value
For all purposes of the Plan, the fair market value of a share of our common stock will be the closing selling price on
the relevant date (as of 4:00 p.m. New York, New York time), as reported on the New York Stock Exchange Composite Transactions listing (or similar report), or, if no sale was made on such date, on the next preceding day on which a sale was
made.
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Award Limits
The following limits apply to awards made under the Plan:
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In no event may any individual receive awards under the Plan for a given calendar year covering in excess of 500,000 shares of our common stock; and
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We will not grant ISOs covering in the aggregate more than 1,000,000 shares of our common stock during the term of the Plan.
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Transferability of Awards
You may not transfer any award granted under this Plan other than by will or the laws of descent and distribution or by such other means as the Committee may approve from time to time.
Withholding for Payment of Taxes
The Committee will have the right to determine the amount of any Federal, state or local required withholding tax, and may require that any such required withholding tax be satisfied by withholding shares
of our common stock or other amounts which would otherwise be payable under this Plan.
Changes in Capitalization and Similar Changes
In the event of any corporate event or transaction (including a change in common stock or capitalization or our company),
such as a merger, consolidation, reorganization, recapitalization, separation, partial or complete liquidation, stock dividend, stock split, reverse stock split, split up, spin off, or other distribution of stock or property or our company, a
combination or exchange of our common stock, dividend in kind or other similar change in capital structure, number of outstanding shares of our common stock, distribution (other than normal cash dividends) to our shareholders or any similar
corporate event or transaction, the aggregate number of shares of our common stock with respect to which awards may be made under the Plan, and the terms, types of shares and number of shares of any outstanding awards under the Plan will be
equitably adjusted by the Committee in its discretion to preserve the benefit of the award for both you and us.
Change in Control
The Plan provides that, in the event of a change in control of our company (as defined in the Plan), all options will be
fully exercisable as of the date of the change in control and will remain exercisable for a period of two years thereafter (not to exceed the original award term). The Committee may also take actions with respect to outstanding awards of SARS,
performance shares, restricted stock units, restricted shares or other awards.
Amendment and Termination of Plan
Our Board of Directors has the power to amend, modify or terminate the Plan on a prospective basis, provided that the Board of Directors
may condition any amendment to the Plan on shareholder approval if it deems shareholder approval to be necessary or appropriate.
Administration
The Plan
is administered by the Committee. Under the Plan, the Committee has the authority to (i) select the employees to receive awards from time to time, (ii) make awards in such amounts as it determines, (iii) impose limitations,
restrictions and conditions upon awards as it deems appropriate, (iv) establish performance targets and allocation formulas for awards of performance shares, restricted shares or other awards intended to be qualified performance-based
compensation under Code Section 162(m), (v) certify the attainment of performance goals, if applicable, as required by Code Section 162(m), (vi) interpret the Plan and adopt, amend and rescind administrative guidelines and
other rules and regulations relating to the Plan, (vii) correct any defect or omission or reconcile any
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inconsistency in the Plan or any award granted thereunder and (viii) make all other determinations and take all other actions necessary or advisable for the implementation and administration
of the Plan. The Committee may delegate its authority under the Plan to the extent permitted by applicable law. All determinations and decisions made by the Committee pursuant to the Plan will be final, conclusive and binding.
Code Section 162(m)
Because stock options and SARs granted under the Plan must have an exercise price equal at least to fair market value at the date of
grant, compensation from the exercise of stock options and SARs should be treated as qualified performance-based compensation for Code Section 162(m) purposes.
In addition, the Plan authorizes the Committee to make awards of performance shares, restricted shares and other awards that are
conditioned on the satisfaction of certain performance criteria. For awards intended to result in qualified performance-based compensation, the Committee will establish prior to or within 90 days after the start of the applicable
performance period the applicable performance conditions. The Committee may select from the following performance measures for such purpose: total sales, sales growth (with or excluding acquisitions), revenue-based measures for particular products,
product lines or product groups, net income (before or after asbestos charges and/or other selected items), earnings per share of Common Stock (before or after asbestos and/or other selected items), pretax income (before or after asbestos charges
and/or other selected items), consolidated operating income (pre or post-tax and before or after asbestos charges and/or other selected items), segment operating income (pre or post-tax and before or after asbestos charges and/or other selected
items), earnings before interest and taxes (before or after asbestos charges and/or other selected items), earnings before interest, taxes, depreciation and amortization (before or after asbestos charges and/or other selected items), free cash flow
(pre or post-tax and before or after asbestos charges and/or other selected items), asbestos-related cash outflows (or changes in asbestos-related cash outflow), new asbestos commitments (or changes in new asbestos commitments), return on equity,
assets, investment, invested capital, capital, total or net capital employed, or sales (pre or post-tax and before or after asbestos charges and/or other selected items), cash flow return on investments, total shareholder return, Common Stock price
increases, total business return (before or after asbestos charges and/or other selected items), economic value added or similar after cost of capital measures, return on sales or margin rate, in total or for a particular product,
product line or product group, working capital (or any of its components or related metrics), working capital improvement, market share, measures of customer satisfaction (including survey results or other measures of satisfaction), safety
(determined by reference to recordable or lost time rates, first aids, near misses or a combination of two or more such measures or other measures), measures of operating efficiency such as productivity, cost of non-conformance, cost of quality, on
time delivery and efficiency ratio and strategic objectives with specifically identified areas of emphasis such as cost reduction, acquisition assimilation synergies, acquisitions or organization restructuring. The Committee will state the
performance conditions in the form of an objective, nondiscretionary formula and will certify in writing the attainment of such performance conditions prior to any payout with respect to such awards. The Committee in its discretion may adjust
downward the permissible amount of any such award, even if the performance objective is achieved.
CERTAIN FEDERAL INCOME
TAX CONSEQUENCES
The following is a general summary of the current federal income tax consequences of the granting and
exercise of stock options and of awards of common stock (including both performance shares and restricted stock), phantom stock, stock units and SARs under the Plan. It does not attempt to describe all possible federal or other tax consequences of
participation in the Plan. Furthermore, the tax consequences of awards made under the Plan are complex and subject to change, and some variation of the described rules may be applicable to any particular participants tax situation. The summary
assumes in each case that there will no violation of the deferred compensation rules of the Internal Revenue Service, which would subject the affected participants to immediate taxation and penalties on unvested awards.
Incentive Stock Options. An employee who is granted an ISO under the Plan will not be subject to federal income tax upon the
grant or exercise of the option. However, upon the exercise of an ISO, the difference between the exercise price for the option and its fair market value on the date of exercise, which is commonly referred to as the spread, is a tax preference item
that must be taken into account in determining the employees alternative minimum tax. If the employee disposes of the shares in the same year the option was exercised, there are no alternative minimum tax implications. Generally, the employee
can recover any alternative minimum tax liability paid as a credit against ordinary income taxes owed in future years.
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In the event of a sale of the shares received upon exercise of an ISO after two years from
the date of grant and one year after the date of exercise (which we refer to as the Holding Period), any appreciation of the shares received above the exercise price should be a capital gain. The current federal tax rate applicable to
long-term capital gains is 15 percent.
We will not be entitled to a tax deduction with respect to the grant or exercise
of an ISO, or with respect to any disposition of such shares after the Holding Period. However, if shares acquired pursuant to the exercise of an ISO are sold by the employee before the end of the Holding Period, any gain on the sale will be
ordinary income for the taxable year in which the sale occurs. Income will be realized only to the extent the amount received upon sale exceeds the employees adjusted basis for the stock. We will be entitled to a tax deduction in the amount of
the ordinary income realized by the employee.
Non-incentive Stock Options. An employee who is granted an NQSO
under the Plan will not be subject to federal income tax upon the grant of the option, and we will not be entitled to a tax deduction by reason of such grant. Upon exercise of an NQSO, the spread or excess of the fair market value of the shares on
the exercise date over the option price will be considered compensation taxable as ordinary income to the employee. Because it is treated as compensation, the spread is subject to withholding of applicable payroll taxes. We may claim a tax deduction
in the amount of the taxable compensation realized by the employee.
Common Stock Awards. Common stock awards made
without restrictions are subject to federal tax to the recipient and are deductible to our company. Stock awards with restrictions (including both performance shares, restricted stock units and restricted shares) generally will not be subject to
federal tax upon grant, and we will not be entitled to a tax deduction upon grant. When the restrictions lapse, the fair market value of shares free of restrictions will be considered compensation taxable as ordinary income to the employee and we
may claim a tax deduction at the same time in the same amount.
Phantom Stock, Stock Unit Awards and SARs. A
director or employee who is granted a phantom share, stock unit or SAR award under the Plan will not be subject to federal tax upon the grant of the award and we will not be entitled to a tax deduction by reason of such grant. However, when common
stock or cash is delivered to the participant pursuant to such an award, the participant will recognize ordinary income equal to the fair market value of the shares or cash delivered under the award, and we may claim a tax deduction at the same time
in the same amount.
RESTRICTIONS ON RESALE
If you are one of our affiliates as defined in Rule 405 under the Securities Act, resales of shares of our common stock that you acquire under awards under the Plan will be subject to the
volume, manner of sale and reporting requirements of Rule 144 under the Securities Act unless we register your shares under the Securities Act for resale pursuant to a separate prospectus. If you have been designated as one of our reporting officers
for purposes of Section 16(b) of the Securities Exchange Act of 1934 (the Exchange Act), resales of shares of our common stock that you acquire under awards pursuant to the Plan may be matched with nonexempt purchases of
our common stock within the previous or following six months for purposes of the short-swing profits recovery provisions of Section 16(b). Further, in no event may you sell shares of our common stock, whether acquired pursuant to
the Plan or otherwise, if you are in possession of material information regarding our company that has not been publicly disclosed.
You are advised to consult with counsel regarding your status as an affiliate and as a Section 16(b) reporting officer and the application of other federal and state securities laws to resales of
shares of our common stock that you acquire pursuant to the Plan.
ADDITIONAL INFORMATION
We have filed a registration statement with respect to the shares of our common stock offered under the Plan with the Securities and
Exchange Commission under the Securities Act. This registration statement incorporates by reference certain documents including our most recent Annual Report on Form 10-K and all subsequent reports on Form 10-K, Form 10-Q and Form 8-K, our proxy
statements, and a description of our common stock filed under the Exchange Act, which documents are also incorporated by reference in this Prospectus.
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We will promptly furnish, without charge, on your request, a copy of any of the documents
incorporated by reference in the registration statement and in this Prospectus (other than exhibits to such documents which are not specifically incorporated by reference in such documents), as well as our most recent Annual Report to Shareholders,
if any, and any and all documents supplementing or updating the information contained in this Prospectus (including Plan information previously delivered, if requested). Such requests should be addressed to: EnPro Industries, Inc., 5605 Carnegie
Boulevard, Suite 500, Charlotte, North Carolina, 28209-4674, Attn: Julie Lentz.
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EXHIBIT B
ENPRO INDUSTRIES, INC.
AMENDED AND RESTATED 2002 EQUITY COMPENSATION
PLAN
RESTRICTED SHARE UNITS AWARD AGREEMENT
Vesting of Shares
(a) Vesting Schedule. Subject to the provisions of paragraph
(b) below, the Units shall become vested as follows if you remain employed with the Company and its subsidiaries through the dates specified: the Units will vest on the third anniversary of the Grant Date.
(b) Termination of Employment Prior To Vesting. If your employment with the Company and its subsidiaries terminates prior to the Vesting Date of Units,
then such Units shall be forfeited; provided, however, that the Units shall become immediately vested in the event of termination of your employment as a result of: (i) your death or (ii) your becoming totally disabled under the
Companys Long-Term Disability Plan, and provided, further that in the event of termination of your employment as a result of your retirement under the Companys Salaried Pension Plan (or a similar pension plan maintained by a subsidiary
that is your employer) the Units shall become immediately vested upon the earlier of the third anniversary of the Grant Date or the date of your death, in each case in the following amounts: one-third of the Units will become vested if your
retirement occurs on or after the first anniversary of the Grant Date but before the second anniversary of the Grant Date, two-thirds of the Units will become vested if your retirement occurs on or after the second anniversary of the Grant Date but
before the third anniversary of the Grant Date.
(c) Vesting Pursuant to the Plan. Notwithstanding anything herein to the contrary, this award
shall become vested upon a Change in Control (as defined in the Plan).
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EXHIBIT C
ENPRO INDUSTRIES, INC.
AMENDED AND RESTATED 2002 EQUITY COMPENSATION
PLAN, AS AMENDED
RESTRICTED SHARE UNITS AWARD AGREEMENT
Beneficiary Designation Form
Please complete this form only if you havent already designated a beneficiary for your Units granted under the Plan (defined below) or if you wish to change your current beneficiary designation.
Completed forms should be returned to Julie Lentz at 5605 Carnegie Blvd., Suite 500, Charlotte, NC 28209 or julie.lentz@enproindustries.com.
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GRANT DATE |
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NUMBER OF UNITS |
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With respect to the above described award of Units under the EnPro Industries, Inc. Amended and Restated 2002 Equity
Compensation Plan, as amended (the Plan), I hereby designate the following person or entity as my beneficiary with respect to any delivery of payment with respect to the Units in the event of my death.
If my beneficiary named below predeceases me, any such payment will be made to my estate.
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Name and Address
of Beneficiary |
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Social Security # |
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Relationship
to Participant |
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I understand that I may change this designation at any time by executing a new form and delivering it to the Human
Resources Department. This designation supersedes any prior beneficiary designation made by me under the Plan with respect to the Units.
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Employees Name (Please print) |
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Witness:
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Signature of Employee |
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Date: |
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Received by the Human Resources Department this day
of , . |
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By: |
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Exhibit 10.11
ENPRO INDUSTRIES, INC. LONG-TERM INCENTIVE PLAN
2013-2015
AWARD GRANT
(Performance Shares)
THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING
SECURITIES THAT
HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.
Name:
[ ]
TARGET LTIP AWARD
You have been granted by EnPro Industries, Inc. (the Company) a Target LTIP Award under the Companys Long-Term Incentive Plan for the
three-year performance period 2013 through 2015, comprised of the following:
Target Performance Shares Award:
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Each Performance Share will be equivalent to one share of EnPro
common stock.
Your award is subject to the terms and conditions of the Long-Term Incentive Plan, as amended, and, with respect to your
Performance Shares Award, the Companys Amended and Restated 2002 Equity Compensation Plan, as amended (collectively, the Plan Documents). If this award agreement varies from the terms of the Plan Documents, the Plan Documents will
control. Attached as Appendix A is a copy of the Long-Term Incentive Plan, as amended, and attached as Appendix B is a copy of the prospectus for the Equity Compensation Plan.
PERFORMANCE GOALS
The number of Performance Shares you earn will depend on the
performance of the Company relative to the performance goal for the three-year performance cycle from January 1, 2013 through December 31, 2015 (the Performance Cycle). The performance goals with respect to the Performance
Shares are attached as Appendix C hereto.
The determination of whether the performance goals have been met will be made by the Compensation
Committee following the end of the Performance Cycle.
OTHER IMPORTANT INFORMATION
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Performance Shares will receive dividend equivalents accrued in cash (without interest) which will be subject to the performance goal and vesting
provisions described above. |
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You will not earn any Performance Shares if the Companys performance during the 2013-2015 period is below minimum performance.
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If actual performance equals or exceeds minimum performance, the number of Performance Shares earned will range from 50% to 300% of your Target
Performance Share award based on attainment against the performance goal. |
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In order to receive any Performance Shares, you must remain employed with the Company through December 31, 2015, except in the case of death,
disability or retirement as discussed below. If your employment terminates prior to December 31, 2015 for any reason other than death, disability or retirement, you will forfeit all Performance Shares. |
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Performance Shares earned at the end of the Performance Cycle, if any, will be paid in actual shares of Company common stock, less the number of shares
to satisfy applicable withholding taxes. Any Performance Shares earned will be issued on or as soon as administratively practicable after February 15, 2016. Notwithstanding the foregoing, the Company reserves the right in its sole discretion to
pay the value of any Performance Shares in cash instead of issuing actual shares of Company common stock. |
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If you become totally disabled under the Companys Long-Term Disability Plan or retire under the Companys Salaried Pension Plan (or a
similar pension plan maintained by a subsidiary that is your employer) during the Performance Cycle, you will receive a pro rata payout at the end of the Performance Cycle, based upon the time portion of the cycle during which you were employed. The
actual payout will not occur until after the end of the Performance Cycle, at which time the financial performance for the entire Performance Cycle will be used to determine the size of the award in that event. |
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If you die during the Performance Cycle, any beneficiary you have designated by will (or, if you do not so designate a beneficiary or your designated
beneficiary fails to survive you, your estate) will receive a pro rata payout based upon the financial results calculated for the portion of the Performance Cycle through the end of the fiscal quarter following your death.
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The performance factors and weightings applicable to your award are determined based upon your position with the Company. |
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The Compensation Committee retains the right in its sole discretion to reduce any award which would otherwise be payable, unless there has been a
Change in Control, as defined in the Equity Compensation Plan. |
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Any income you derive from a payout of Performance Shares will not be considered eligible earnings for Company or subsidiary pension plans, savings
plans, profit sharing plans or other benefit plans. |
FOR MORE INFORMATION
If you have any questions about the Performance Shares, the Plan Documents or need additional information, contact Steve Spradling at (704) 731-1516.
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APPENDIX A
ENPRO INDUSTRIES, INC.
LONG-TERM INCENTIVE PLAN
(2012 AMENDMENT AND RESTATEMENT)
PURPOSE
The EnPro Industries, Inc. Long-Term Incentive Plan (the
Plan) was established effective as of January 1, 2003 (the Effective Date) to provide long-term incentive compensation to key employees who are in a position to influence the performance of EnPro Industries, Inc. (the
Company), and thereby enhance shareholder value over time. The Plan provides a significant additional financial opportunity and complements other parts of the Companys total compensation program for key employees.
ELIGIBILITY AND PERFORMANCE PERIODS
The Committee (as defined in the Plan Administration section of the Plan) will determine which employees of the Company are eligible to participate in the Plan from time to time. Participants
will be selected within 90 days after the beginning of each multi-year performance cycle (Performance Period). Each Performance Period will be of two or more years duration as determined by the Committee and will commence on
January 1 of the first year of the Performance Period. A new Performance Period will commence each year unless the Committee determines otherwise.
TARGET AWARDS
At the time a Participant is selected for participation in
the Plan for a Performance Period, the Committee will assign the Participant a Target LTIP Award to be earned if the Companys target performance levels are met for the Performance Period (the Target LTIP Award). The Target LTIP
Award may be expressed as a dollar amount, a number of Performance Shares under the Companys Equity Compensation Plan, or a combination of a dollar amount and a number of Performance Shares. Any portion of the Target LTIP Award made in the
form of Performance Shares will be evidenced by a Performance Shares award agreement consistent with the provisions of the Equity Compensation Plan.
MAXIMUM AND THRESHOLD AWARDS
At the time a Participant is selected for
participation in the Plan for a Performance Period, the Participant will be assigned maximum and threshold award levels, expressed as a percentage of the Target LTIP Award. Maximum award level represents the maximum percentage of the Target LTIP
Award that may be paid to a Participant for a Performance Period based on performance above target performance levels. Threshold award level represents the minimum percentage of the Target LTIP Award that may be paid to a Participant for a
Performance Period based on performance below target performance levels. Performance below the threshold performance award level will earn no incentive payments.
Under no circumstances will any Participant earn an award for a Performance Period expressed in dollars exceeding $2,500,000. In addition, any award of Performance Shares hereunder shall be subject to the
individual award limit applicable under the Equity Compensation Plan.
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PERFORMANCE MEASURES
The Committee may use any quantitative or qualitative performance measure or measures that it determines to use to measure the level of performance of the Company or any individual participant during a
Performance Period.
Performance measures that may be used under the Plan include, but are not limited to, the following,
which shall be considered qualifying performance measures and which may be used individually, alternatively, or in any combination, applied to the Company as a whole or to a division or business unit or related company, and measured
either annually or cumulatively over a period of years, on an absolute basis or relative to a pre-established target, to a previous years results or to a designated comparison group, in each case as specified by the Committee in the award.
Each performance measure may be determined on a pre-tax or after tax basis, as specified by the Committee at the time of the award:
Revenue-related measures:
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Sales growth excluding acquisitions |
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Other specific revenue-based measures for particular products, product lines or product groups |
Income-based measures:
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EPS before or after asbestos and/or other selected items |
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Net income before or after asbestos charges and/or other selected items |
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Pretax income before or after asbestos charges and/or other selected items |
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Consolidated operating income before or after asbestos charges and/or other selected items |
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Pretax consolidated operating income before or after asbestos charges and/or other selected items |
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Segment operating income before or after asbestos charges and/or other selected items |
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Pretax segment operating income before or after asbestos charges and/or other selected items |
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Earnings before interest and taxes (EBIT) before or after asbestos charges and/or other selected items |
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EBITDA before or after asbestos charges and/or other selected items |
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Cash flow-based measures:
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Free cash flow before or after asbestos charges and/or other selected items |
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Pretax free cash flow before or after asbestos charges and/or other selected items |
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Asbestos-related cash outflow (or changes in asbestos-related cash outflow) |
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Pretax asbestos-related cash outflow (or pretax changes in asbestos-related cash outflow) |
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New asbestos commitments (or changes in new asbestos commitments) |
Return-based measures:
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Return on equity, assets, investment, invested capital, capital, total or net capital employed, or sales, before or after asbestos charges and/or other
selected items |
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Pretax return on equity, assets, investment, invested capital, capital, total or net capital employed, or sales, before or after asbestos charges
and/or other selected items |
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Total shareholder return |
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Total business return before or after asbestos charges and/or selected items |
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Economic value added or similar after cost of capital measures |
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Return on sales or margin rate, in total or for a particular product, product line or product group |
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Cash flow return on investment |
Other measures:
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Working capital (or any of its components or related metrics, e.g. DSO, DSI, DWC, working capital to sales ratio) |
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Working capital improvement |
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Measures of customer satisfaction (including survey results or other measures of satisfaction) |
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Safety (determined by reference to recordable or lost time rates, first aids, near misses or a combination of two or more such measures or other
measures) |
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Measures of operating efficiency, e.g. productivity, cost of non-conformance or cost of quality, on time delivery, efficiency ratio (controllable
expenses divided by operating income or other efficiency metric) |
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Strategic objectives with specifically identified areas of emphasis, e.g. cost reduction, acquisition assimilation synergies, acquisitions,
organization restructuring |
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PERFORMANCE GOALS
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The Committee will designate, within 90 days of the beginning of each Performance Period: |
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The performance measures and calculation methods to be used for the Performance Period; |
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A schedule for each performance measure relating achievement levels for the performance measure to incentive award levels as a percentage of
Participants Target LTIP Awards; and |
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The relative weightings of the performance measures for the Performance Period. |
The performance goals established by the Committee for a Performance Period are intended to satisfy the objective compensation
formula requirements of Treasury Regulations Section 1.162-27(e)(2). To the degree consistent with Section 162(m) of the Internal Revenue Code, or any successor section thereto (the Code), the Committee may adjust, modify
or amend the above criteria, either in establishing any performance measure or in determining the extent to which any performance measure has been achieved. In particular, the Committee shall have the authority to make equitable adjustments in the
criteria where necessary (i) in response to changes in applicable laws or regulations, (ii) to account for items of gain, loss, or expense that are related to the disposal (or acquisition) of a business or change in accounting principles
that was not anticipated at the time an award was made, (iii) to account for adjustments in expense due to re-measurement of pension benefits, (iv) to remove the effect of charges for asbestos, (v) to account for restructurings,
discontinued operations, and any other items deemed by the Committee to be non-recurring in nature or otherwise not reflective of operating performance that were not anticipated at the time an award was made, and (vi) to reflect other unusual,
non-recurring, or unexpected items similar in nature to the foregoing as determined in good faith by the Committee consistent with the principles set forth in section 162(m) of the Code and the regulations thereunder. Such adjustments may be made
with respect to the performance of any subsidiary, division, or operating unit, as applicable, shall be made in a consistent manner from year to year, and shall be made in accordance with the objectives of the Plan and the requirements of
Section 162(m) of the Code.
PERFORMANCE CERTIFICATION
As soon as practicable following the end of each Performance Period and prior to any award payments for the Performance Period, the Committee will certify the Companys performance with respect to
each performance measure used for that Performance Period.
AWARD CALCULATION AND PAYMENT
For each Performance Period, individual incentive awards will be calculated and paid to each Participant who is still employed with the
Company (subject to the special provisions below for employees who terminate employment due to death, disability or retirement) as soon as practicable following the Committees certification of performance for the Performance Period. The amount
of a Participants incentive award to be paid based on each individual performance measure will be calculated based on the following formula:
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Participants Target LTIP
Award |
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Percentage of target award to be paid based on performance measure results |
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Relative weighting of performance measure |
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Amount of incentive award based on performance measure results |
The incentive amounts to be paid to the Participant based on each performance measure will be summed to
arrive at the Participants total incentive award payment for the Performance Period.
Payments from the Plan to a
Participant, if any, will be made in cash (less any amount necessary to satisfy applicable withholding taxes); provided, however, that (i) if any portion of the award is in the form of Performance Shares, the applicable Performance Shares award
agreement will specify whether the award will be settled in cash, shares of the Companys common stock or a combination of cash and stock; and (ii) at the Participants election, receipt of all or part of an award may be deferred
under the terms of the EnPro Industries, Inc. Deferred Compensation Plan (or other deferred compensation plan of the Company).
TERMINATION
OF EMPLOYMENT DUE TO DEATH, DISABILITY, RETIREMENT
If a Participant becomes totally disabled under the Companys
Long-Term Disability Plan, or retires (or is deemed to retire) under the Companys Salaried Retirement Plan during a Performance Period, the Participant will receive a pro rata payout at the end of the Performance Period, based upon the time
portion of the Performance Period during which he or she was employed. The actual payout will not occur until after the end of the Performance Period, at which time the financial performance for the entire Performance Period will be used to
determine the amount of the award prior to proration.
If a Participant dies during a Performance Period, the Participant will
receive a pro rata payout based upon financial results calculated for the portion of the Performance Period through the end of the fiscal quarter following the Participants death.
OTHER TERMINATION OF EMPLOYMENT
If a Participants employment
terminates prior to the end of a Performance Period for any reason (whether voluntary or involuntary) other than death, disability or retirement, the Participant will forfeit all rights to compensation under the Plan, unless the Committee determines
otherwise.
NEW HIRES OR PROMOTIONS INTO ELIGIBLE POSITIONS
Participants will become eligible for participation in the Plan at their new position level beginning with the Performance Period which begins on the January 1 immediately following their hire or
promotion date. No new performance awards or adjustments to awards for Performance Periods that commenced prior to a Participants hire or promotion date will be made.
PAYMENT UPON CHANGE IN CONTROL
Anything to the contrary notwithstanding,
if a Change in Control occurs prior to the end of a Performance Period, within five days following the occurrence of the Change in Control each Participant will receive a pro rata payout of the Participants award for that Performance Period
based upon the portion of the Performance Period completed through the date of the Change in Control and the performance results calculated for that period (the Interim LTIP
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Payment). The Participant shall also remain entitled to a payout upon completion of the Performance Period based on performance results for the entire Performance Period, such payout to be
offset be the amount of the Interim LTIP Payment (if any); provided, however, that the Participant will not be required to refund to the Company, or have offset against any other payment due to the Participant from or on behalf of the Company, in
the event the amount of the Interim LTIP Payment exceeds the amount of the payout upon completion of the Performance Period.
For purposes of the Plan, a Change in Control shall mean:
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The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the
Exchange Act)), of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of either (A) the then outstanding shares of common stock of the Company (the Outstanding Company
Common Stock) or (B) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the Outstanding Company Voting Securities); provided, however,
that the following acquisitions shall not constitute a Change in Control: (A) any acquisition directly from the Company (other than by exercise of a conversion privilege), (B) any acquisition by the Company or any of its subsidiaries,
(C) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any of its subsidiaries or (D) any acquisition by any company with respect to which, following such acquisition, more than 70%
of, respectively, the then outstanding shares of common stock of such company and the combined voting power of the then outstanding voting securities of such company entitled to vote generally in the election of directors is then beneficially owned,
directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such acquisition
in substantially the same proportions as their ownership, solely in their capacity as shareholders of the Company, immediately prior to such acquisition, of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case
may be; or |
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individuals who, as of the Effective Date, constitute the Board of Directors (the Incumbent Board) cease for any reason to constitute at least a majority of
the Board of Directors; provided, however, that any individual becoming a director subsequent to the Effective Date whose election, or nomination for election by the Companys shareholders, was approved by a vote of at least a majority of the
directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of either an
actual or threatened election contest; or |
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consummation of a reorganization, merger or consolidation, in each case, with respect to which all or substantially all of the individuals and entities
who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such reorganization, merger or consolidation, do not, following such reorganization, merger or
consolidation, beneficially own, directly or indirectly, solely in their capacity as shareholders of the Company, more than 70% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding
voting securities entitled to vote generally in the election of directors, as the case |
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may be, of the company resulting from such reorganization, merger or consolidation in substantially the same proportions as their ownership, immediately prior to such reorganization, merger or
consolidation of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be; or |
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consummation of (A) a complete liquidation or dissolution of the Company or (B) a sale or other disposition of all or substantially all of the assets of the
Company, other than to a company, with respect to which following such sale or other disposition, more than 70% of, respectively, the then outstanding shares of common stock of such company and the combined voting power of the then outstanding
voting securities of such company entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities, solely in their capacity as shareholders of
the Company, who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such sale or other disposition in substantially the same proportion as their ownership,
immediately prior to such sale or other disposition, of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be. |
PLAN ADMINISTRATION
The Plan will be administered by the Compensation and
Human Resources Committee of the Companys Board of Directors (or a subcommittee of that committee consisting only of those members of that committee who are outside directors within the meaning of Section 162(m) of the
Internal revenue Code if any members of the committee are not outside directors) (the Committee). In administering the Plan, the Committee shall be empowered to interpret the provisions of the Plan and to perform and exercise
all of the duties and powers granted to it under the terms of the Plan by action of a majority of its members in office from time to time. The Committee is empowered to set pre-established performance targets, measure the results and determine the
amounts payable according to the Formula. While the Committee may not increase the amounts payable under the Plan formula for a Performance Period, it retains discretionary authority to reduce the amount of compensation that would otherwise be
payable to the Participants if the goals are attained. The Committee may also adopt such rules and regulations for the administration of the Plan as are consistent with the terms hereof and shall keep adequate records of its proceedings and acts.
All interpretations and decisions made (both as to law and fact) and other action taken by the Committee with respect to the Plan shall be conclusive and binding upon all parties having or claiming to have an interest under the Plan. Not in
limitation of the foregoing, the Committee shall have the discretion to decide any factual or interpretative issues that may arise in connection with its administration of the Plan (including without limitation any determination as to claims for
benefits hereunder), and the Committees exercise of such discretion shall be conclusive and binding on all affected parties as long as it is not arbitrary or capricious.
MISCELLANEOUS
(i) Amendment and Termination. The Board of Directors
of the Company may amend, modify, or terminate the Plan at any time, provided that no amendment, modification or termination of the Plan shall reduce the amount payable to a Participant under the Plan as of the date of such amendment, modification
or termination.
(ii) Shareholder Approval. No amounts shall be payable hereunder unless the material terms of the Plan
are first approved by the shareholders of the Company consistent with the requirements of Section 162(m) of the Internal Revenue Code. In accordance with Section 162(m)(4)(C)(ii) of the Internal Revenue Code, the continued effectiveness of
the Plan is subject to its approval by the shareholders of the Company at such other times as required by Section 162(m)(4)(C)(ii).
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(iii) Coordination With Other Company Benefit Plans. Any income participants derive
from Plan payouts will not be considered eligible earnings for Company or subsidiary pension plans, savings plans, profit sharing plans or any other benefit plans.
(iv) Participants Rights. A Participants rights and interests under the Plan may not be assigned or transferred by the Participant. To the extent the Participant acquires a right to
receive payments from the Company under the Plan, such right shall be no greater than the right of any unsecured general creditor of the Company. Nothing contained herein shall be deemed to create a trust of any kind or any fiduciary relationship
between the Company and the Participant. Designation as a Participant in the Plan for a Performance Period shall not entitle or be deemed to entitle the Participant to be designated as a Participant for any subsequent Performance Periods or to
continued employment with the Company.
(v) Applicable Law. The Plan shall be governed and construed in accordance with
the laws of the State of North Carolina, except to the extent such laws are preempted by the laws of the United States of America.
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APPENDIX B
PROSPECTUS
4,325,000 SHARES
ENPRO INDUSTRIES, INC.
COMMON STOCK
AMENDED AND
RESTATED 2002 EQUITY COMPENSATION PLAN
This Prospectus
relates to the offer and sale of up to 4,325,000 shares of our common stock to eligible employees under the EnPro Industries, Inc. Amended and Restated 2002 Equity Compensation Plan (the Plan). The Plan was most recently approved by our
Board of Directors at its February 2012 meeting and by our shareholders at the annual meeting held on May 2, 2012. The Plan terminates on February 10, 2019, unless terminated earlier by our Board of Directors.
The purpose of the Plan is to promote the interests of the shareholders by providing stock-based incentives to selected employees and
Outside Directors to align their interests with shareholders and to motivate them to put forth maximum efforts toward the continued growth, profitability and success of our company.
The Plan is generally administered by the Compensation and Human Resources Committee of our Board (the Committee). See
Administration below. The Plan is not a qualified pension, profit-sharing or stock bonus plan within the meaning of Section 401(a) of the Internal Revenue Code of 1986, as amended (the Code). Further, in our view, the
Plan is not subject to the provisions of the Employee Retirement Income Security Act of 1974.
For additional information
concerning awards made under the Plan, please contact Steve Spradling at 704-731-1516.
This document constitutes part of a prospectus
covering securities that have been registered under the Securities Act of 1933, as amended (the Securities Act).
The date of
this Prospectus is May 9, 2012.
SUMMARY OF PLAN
The following summary of the Plan is subject to, and qualified in its entirety by reference to, all the provisions of the Plan, a copy
of which may be obtained upon request.
Eligibility
Salaried, full-time employees of us or of our subsidiaries may participate in the Plan. The Committee, in its discretion, will select the award recipients and the nature and amount of any awards. The
Committee may, within certain limits, delegate to our CEO and other senior officers authority to make such award determinations.
In addition, members of our Board of Directors and any of our subsidiary corporations of which we own more than 50% of the voting stock, excluding directors who are employees or former employees of us or
our subsidiaries within five years after their termination of employment (Outside Directors) are eligible to receive awards of phantom shares as described below.
Number of Shares
There are 4,325,000 shares of our common stock available
for issuance under the Plan. If an award made under the Plan terminates, expires, lapses or is canceled, the shares covered by that award remain available for issuance under the Plan. However, shares used to pay any option exercise price or to
satisfy a tax withholding obligation are deemed to constitute shares delivered under the Plan and will not be available for future issuance under the Plan. Shares of our common stock issued pursuant to the Plan may be original issue shares or
treasury shares.
Awards to Eligible Employees
Pursuant to the Plan, the Committee may award eligible employees incentive stock options (ISOs), nonqualified stock options (NQSOs), stock appreciation rights (SARs),
performance shares, restricted stock units, restricted stock shares and other awards. Each award will be evidenced by an award document setting forth the terms and provisions applicable to the award.
Stock Options. The Plan provides for the grant of options to purchase shares of our common stock at option prices which are not
less than the fair market value of shares of our common stock on the grant date. In making an option award, the Committee determines whether the award will be either an ISO or NQSO. The Committee also establishes all of the other terms and
conditions of each option award at the time of grant, including any vesting requirements. The applicable award document will specify the term of the option (up to a maximum of ten years), and the extent to which options may be exercised during their
terms, including in the event of your death, disability or termination of employment. You may pay the option exercise price either in cash or by tendering shares of our common stock with a fair market value at the date of the exercise equal to the
portion of the exercise price which you do not pay in cash. In addition, the Committee may from time to time allow cashless exercises by any means which it determines to be consistent with the Plans purposes and applicable law. You will have
no rights as a shareholder until you become the holder of record of shares of our common stock issued upon exercise of such stock options.
Stock Appreciation Rights. The Plan also provides for the grant of SARs, which entitle holders, upon exercise, to receive shares of our common stock with a value equal to the difference between
(i) the fair market value on the exercise date of the shares with respect to which an SAR
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is exercised and (ii) the grant price of the SAR, which shall not be less than the fair market value of such shares on the grant date. The Committee establishes all of the terms and
conditions of each SAR at the time of grant, including any vesting requirements; provided that the term may not exceed ten years from the grant date and each SAR must be settled only in common stock.
Performance Shares. The Committee may make awards of performance shares (which may be actual shares of our common stock or phantom
shares) subject to conditions established by the Committee that may include attainment of specific performance objectives. Performance share awards may include the awarding of additional shares upon attainment of the specified performance
objectives.
Restricted Shares. A restricted share is an actual share of our common stock issued in your name that is
subject to certain vesting requirements and which we hold until the applicable vesting date, at which time the share is released to you. The Committee establishes all of the terms and conditions of each award at the time of grant, including any
vesting requirements, which are set forth in an award document. Restricted share awards that vest based on continued employment generally have a minimum three-year vesting period, though they may vest earlier in the event of death, disability or
retirement. Prior to vesting, you may vote and receive cash dividends with respect to restricted shares as specified in your award document.
Restricted Stock Units. The Committee may make awards of restricted stock units which is the right to receive our common stock upon the vesting of the restricted stock unit. The Committee
establishes all of the terms and conditions of each award at the time of grant, including any vesting requirements, which are set forth in an award document. Restricted stock units that vest based on continued employment generally have a minimum
three-year vesting period, though they may vest earlier in the event of death, disability or retirement. If we pay any common stock dividends prior to the vesting of the restricted stock units, recipients of the restricted stock units will not be
entitled to receive any such dividends when such dividends are paid. Recipients have no right to vote any restricted stock units on any matter presented to a vote of the companys shareholders. Upon vesting, the recipient would be entitled to
receive, for each restricted stock units vesting, one share of common stock plus a cash payment equal to the aggregate amount of cash dividends paid with respect to one share of common stock from the date the award was made to and including the date
of vesting.
Other Awards. The Committee may make other awards under the Plan in units or phantom shares, the value of
which is based, in whole or in part, on the value of our common stock. The Committee may provide that such awards are to be paid in cash, in shares, or in a combination of both cash and shares, under such terms and conditions as the Committee may
establish, which are set forth in an award document.
Awards of Phantom Shares to Outside Directors
Pursuant to the Plan, the Committee will make a one-time grant of phantom shares, in an amount to be determined by the Committee, to each
Outside Director upon his or her election to the board. Thereafter, each Outside Director will receive an annual grant of phantom shares, in an amount and on terms determined by the Committee. In addition, the Committee may, from time to time, make
additional grants of phantom shares to Outside Directors.
The terms and provisions of the phantom shares are as follows:
Vesting. Phantom shares granted to Outside Directors are fully vested at grant.
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Dividend Equivalents. Dividend equivalents accrue on all phantom shares granted to
Outside Directors. Upon the payment date of each dividend declared on our common stock, that number of additional phantom shares will be credited to each Outside Directors award which has an equivalent fair market value to the aggregate amount
of dividends which would be paid if the number of the Outside Directors phantom shares were actual shares of the common stock. Dividend equivalents are vested at the time the dividend is paid.
Payment. Upon termination of service of an Outside Director as a member of the Board of Directors (the termination
date), we will pay to the Outside Director all phantom shares credited to the Outside Director on the termination date in the form of one share of our common stock for each whole phantom share, with cash for any fractional phantom share based
on the fair market value of our common stock on the applicable date. The shares of common stock are paid and delivered as soon as administratively practicable after the termination date.
Fair Market Value
For all purposes of the Plan, the fair market value of a
share of our common stock will be the closing selling price on the relevant date (as of 4:00 p.m. New York, New York time), as reported on the New York Stock Exchange Composite Transactions listing (or similar report), or, if no sale was made
on such date, on the next preceding day on which a sale was made.
Award Limits
The following limits apply to awards made under the Plan:
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In no event may any individual receive awards under the Plan for a given calendar year covering in excess of 500,000 shares of our common stock; and
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We will not grant ISOs covering in the aggregate more than 1,000,000 shares of our common stock during the term of the Plan.
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Transferability of Awards
You may not transfer any award granted under this Plan other than by will or the laws of descent and distribution or by such other means as the Committee may approve from time to time.
Withholding for Payment of Taxes
The Committee will have the right to determine the amount of any Federal, state or local required withholding tax, and may require that any such required withholding tax be satisfied by withholding shares
of our common stock or other amounts which would otherwise be payable under this Plan.
Changes in Capitalization and Similar Changes
In the event of any corporate event or transaction (including a change in common stock or capitalization or our company),
such as a merger, consolidation, reorganization, recapitalization, separation, partial or complete liquidation, stock dividend, stock split, reverse stock split, split up, spin off, or other distribution of stock or property or our company, a
combination or exchange of our common stock, dividend in kind or other similar change in capital structure, number of outstanding
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shares of our common stock, distribution (other than normal cash dividends) to our shareholders or any similar corporate event or transaction, the aggregate number of shares of our common stock
with respect to which awards may be made under the Plan, and the terms, types of shares and number of shares of any outstanding awards under the Plan will be equitably adjusted by the Committee in its discretion to preserve the benefit of the award
for both you and us.
Change in Control
The Plan provides that, in the event of a change in control of our company (as defined in the Plan), all options will be fully exercisable as of the date of the change in control and will remain
exercisable for a period of two years thereafter (not to exceed the original award term). The Committee may also take actions with respect to outstanding awards of SARS, performance shares, restricted stock units, restricted shares or other awards.
Amendment and Termination of Plan
Our Board of Directors has the power to amend, modify or terminate the Plan on a prospective basis, provided that the Board of Directors may condition any amendment to the Plan on shareholder approval if
it deems shareholder approval to be necessary or appropriate.
Administration
The Plan is administered by the Committee. Under the Plan, the Committee has the authority to (i) select the employees to receive
awards from time to time, (ii) make awards in such amounts as it determines, (iii) impose limitations, restrictions and conditions upon awards as it deems appropriate, (iv) establish performance targets and allocation formulas for
awards of performance shares, restricted shares or other awards intended to be qualified performance-based compensation under Code Section 162(m), (v) certify the attainment of performance goals, if applicable, as required by
Code Section 162(m), (vi) interpret the Plan and adopt, amend and rescind administrative guidelines and other rules and regulations relating to the Plan, (vii) correct any defect or omission or reconcile any inconsistency in the Plan
or any award granted thereunder and (viii) make all other determinations and take all other actions necessary or advisable for the implementation and administration of the Plan. The Committee may delegate its authority under the Plan to the
extent permitted by applicable law. All determinations and decisions made by the Committee pursuant to the Plan will be final, conclusive and binding.
Code Section 162(m)
Because stock options and SARs granted under the
Plan must have an exercise price equal at least to fair market value at the date of grant, compensation from the exercise of stock options and SARs should be treated as qualified performance-based compensation for Code
Section 162(m) purposes.
In addition, the Plan authorizes the Committee to make awards of performance shares, restricted
shares and other awards that are conditioned on the satisfaction of certain performance criteria. For awards intended to result in qualified performance-based compensation, the Committee will establish prior to or within 90 days after
the start of the applicable performance period the applicable performance conditions. The Committee may select from the following performance measures for such purpose: total sales, sales growth (with or excluding acquisitions), revenue-based
measures for particular products, product lines or product groups, net income (before or after asbestos charges and/or other selected items), earnings per share of Common
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Stock (before or after asbestos and/or other selected items), pretax income (before or after asbestos charges and/or other selected items), consolidated operating income (pre or post-tax and
before or after asbestos charges and/or other selected items), segment operating income (pre or post-tax and before or after asbestos charges and/or other selected items), earnings before interest and taxes (before or after asbestos charges and/or
other selected items), earnings before interest, taxes, depreciation and amortization (before or after asbestos charges and/or other selected items), free cash flow (pre or post-tax and before or after asbestos charges and/or other selected items),
asbestos-related cash outflows (or changes in asbestos-related cash outflow), new asbestos commitments (or changes in new asbestos commitments), return on equity, assets, investment, invested capital, capital, total or net capital employed, or sales
(pre or post-tax and before or after asbestos charges and/or other selected items), cash flow return on investments, total shareholder return, Common Stock price increases, total business return (before or after asbestos charges and/or other
selected items), economic value added or similar after cost of capital measures, return on sales or margin rate, in total or for a particular product, product line or product group, working capital (or any of its components or related
metrics), working capital improvement, market share, measures of customer satisfaction (including survey results or other measures of satisfaction), safety (determined by reference to recordable or lost time rates, first aids, near misses or a
combination of two or more such measures or other measures), measures of operating efficiency such as productivity, cost of non-conformance, cost of quality, on time delivery and efficiency ratio and strategic objectives with specifically identified
areas of emphasis such as cost reduction, acquisition assimilation synergies, acquisitions or organization restructuring. The Committee will state the performance conditions in the form of an objective, nondiscretionary formula and will certify in
writing the attainment of such performance conditions prior to any payout with respect to such awards. The Committee in its discretion may adjust downward the permissible amount of any such award, even if the performance objective is achieved.
CERTAIN FEDERAL INCOME TAX CONSEQUENCES
The following is a general summary of the current federal income tax consequences of the granting and exercise of stock options and of awards of common stock (including both performance shares and
restricted stock), phantom stock, stock units and SARs under the Plan. It does not attempt to describe all possible federal or other tax consequences of participation in the Plan. Furthermore, the tax consequences of awards made under the Plan are
complex and subject to change, and some variation of the described rules may be applicable to any particular participants tax situation. The summary assumes in each case that there will no violation of the deferred compensation rules of the
Internal Revenue Service, which would subject the affected participants to immediate taxation and penalties on unvested awards.
Incentive Stock Options. An employee who is granted an ISO under the Plan will not be subject to federal income tax upon the
grant or exercise of the option. However, upon the exercise of an ISO, the difference between the exercise price for the option and its fair market value on the date of exercise, which is commonly referred to as the spread, is a tax preference item
that must be taken into account in determining the employees alternative minimum tax. If the employee disposes of the shares in the same year the option was exercised, there are no alternative minimum tax implications. Generally, the employee
can recover any alternative minimum tax liability paid as a credit against ordinary income taxes owed in future years.
In the
event of a sale of the shares received upon exercise of an ISO after two years from the date of grant and one year after the date of exercise (which we refer to as the Holding Period), any appreciation of the shares received above the
exercise price should be a capital gain. The current federal tax rate applicable to long-term capital gains is 15 percent.
B-5
We will not be entitled to a tax deduction with respect to the grant or exercise of an ISO,
or with respect to any disposition of such shares after the Holding Period. However, if shares acquired pursuant to the exercise of an ISO are sold by the employee before the end of the Holding Period, any gain on the sale will be ordinary income
for the taxable year in which the sale occurs. Income will be realized only to the extent the amount received upon sale exceeds the employees adjusted basis for the stock. We will be entitled to a tax deduction in the amount of the ordinary
income realized by the employee.
Non-incentive Stock Options. An employee who is granted an NQSO under the Plan
will not be subject to federal income tax upon the grant of the option, and we will not be entitled to a tax deduction by reason of such grant. Upon exercise of an NQSO, the spread or excess of the fair market value of the shares on the exercise
date over the option price will be considered compensation taxable as ordinary income to the employee. Because it is treated as compensation, the spread is subject to withholding of applicable payroll taxes. We may claim a tax deduction in the
amount of the taxable compensation realized by the employee.
Common Stock Awards. Common stock awards made
without restrictions are subject to federal tax to the recipient and are deductible to our company. Stock awards with restrictions (including both performance shares, restricted stock units and restricted shares) generally will not be subject to
federal tax upon grant, and we will not be entitled to a tax deduction upon grant. When the restrictions lapse, the fair market value of shares free of restrictions will be considered compensation taxable as ordinary income to the employee and we
may claim a tax deduction at the same time in the same amount.
Phantom Stock, Stock Unit Awards and SARs. A
director or employee who is granted a phantom share, stock unit or SAR award under the Plan will not be subject to federal tax upon the grant of the award and we will not be entitled to a tax deduction by reason of such grant. However, when common
stock or cash is delivered to the participant pursuant to such an award, the participant will recognize ordinary income equal to the fair market value of the shares or cash delivered under the award, and we may claim a tax deduction at the same time
in the same amount.
RESTRICTIONS ON RESALE
If you are one of our affiliates as defined in Rule 405 under the Securities Act, resales of shares of our common stock that you acquire under awards under the Plan will be subject to the
volume, manner of sale and reporting requirements of Rule 144 under the Securities Act unless we register your shares under the Securities Act for resale pursuant to a separate prospectus. If you have been designated as one of our reporting officers
for purposes of Section 16(b) of the Securities Exchange Act of 1934 (the Exchange Act), resales of shares of our common stock that you acquire under awards pursuant to the Plan may be matched with nonexempt purchases of
our common stock within the previous or following six months for purposes of the short-swing profits recovery provisions of Section 16(b). Further, in no event may you sell shares of our common stock, whether acquired pursuant to
the Plan or otherwise, if you are in possession of material information regarding our company that has not been publicly disclosed.
B-6
You are advised to consult with counsel regarding your status as an affiliate and as a
Section 16(b) reporting officer and the application of other federal and state securities laws to resales of shares of our common stock that you acquire pursuant to the Plan.
ADDITIONAL INFORMATION
We have filed a registration statement with respect to the shares of our common stock offered under the Plan with the Securities and Exchange Commission under the Securities Act. This registration
statement incorporates by reference certain documents including our most recent Annual Report on Form 10-K and all subsequent reports on Form 10-K, Form 10-Q and Form 8-K, our proxy statements, and a description of our common stock filed under the
Exchange Act, which documents are also incorporated by reference in this Prospectus.
We will promptly furnish, without
charge, on your request, a copy of any of the documents incorporated by reference in the registration statement and in this Prospectus (other than exhibits to such documents which are not specifically incorporated by reference in such documents), as
well as our most recent Annual Report to Shareholders, if any, and any and all documents supplementing or updating the information contained in this Prospectus (including Plan information previously delivered, if requested). Such requests should be
addressed to: EnPro Industries, Inc., 5605 Carnegie Boulevard, Suite 500, Charlotte, North Carolina, 28209-4674, Attn: Julie Lentz.
B-7
APPENDIX C
For the 2013-2015 Performance Cycle, the Compensation Committee selected Growth in Equity Value over Cost of Capital as the performance goal. Growth in Equity Value over Cost of Capital is a measure
of the Companys compound annual percentage growth rate over the Performance Cycle in its equity value per share (an amount determined pursuant to a proprietary formula based on a multiple of the Companys adjusted EBITDA plus cash minus
debt with adjustments to account for acquisitions, with such amount divided by the weighted average number of shares of common stock outstanding on a diluted basis during the Performance Cycle). The target level for the growth in equity value is
established by the Compensation Committee based on an assumed cost of equity capital based on an assumed risk-free rate plus a selected premium. For the 2013-2015 Performance Cycle, the Compensation Committee has selected a premium
of 5.5% at the target level, with the assumed risk-free rate equal to the average over the Performance Cycle of the percentage yield on 10-year U.S. treasury bonds (the average to be calculated from monthly yield data published by the
Board of Governors of the Federal Reserve System (www.federalreserve.gov/releases/h15/data.htm)).
The threshold level has been set by
the Compensation Committee at 50% of the target level and the maximum level has been set at 170% of the target level. The payout percentage is 50% of the award opportunity if performance is at the threshold level, 100% of the award opportunity
if performance is at the target level, and 300% of the award opportunity if performance is at the maximum level, with the payout percentage for performance between the threshold level and the target level, or between the target level and the maximum
level, being interpolated on a linear basis.
Determination of Growth in Equity Value over Cost of Capital shall be in accordance with the
method for calculation approved by the Compensation Committee at its February 5, 2013 meeting and shall be subject to equitable adjustment where necessary (i) in response to changes in applicable laws or regulations, (ii) to account
for items of gain, loss, or expense that are related to the disposal (or acquisition) of a business or change in accounting principles that was not anticipated at the time this award was made, (iii) to account for adjustments in expense due to
re-measurement of pension benefits, (iv) to account for restructurings, discontinued operations, and any other items deemed by the Compensation Committee to be non-recurring in nature or otherwise not reflective of operating performance that
were not anticipated at the time this award was made, and (v) to reflect other unusual, non-recurring, or unexpected items similar in nature to the foregoing, in each case as determined in good faith by the Compensation Committee consistent
with the principles set forth in section 162(m) of the Internal Code and the regulations thereunder.
C-1
Exhibit 10.12
ENPRO INDUSTRIES, INC. LONG-TERM INCENTIVE PLAN
2013-2015
AWARD GRANT
(Cash)
Name:
[ ]
TARGET LTIP AWARD
You have been granted by EnPro Industries, Inc. (the Company) a Target LTIP Award under the Companys Long-Term Incentive Plan for the
three-year performance period 2013 through 2015, comprised of the following:
Target Cash LTIP Award:
[ ]
Your award is subject to the terms and conditions of the Long-Term
Incentive Plan, as amended (the Plan Document). If this award agreement varies from the terms of the Plan Document, the Plan Document will control. Attached as Appendix A is a copy of the Plan Document.
PERFORMANCE GOALS
The amount of
Cash LTIP award you earn will depend on the performance of the Company relative to the performance goal for the three-year performance cycle from January 1, 2013 through December 31, 2015 (the Performance Cycle). The
performance goals with respect to the Cash LTIP award are attached as Appendix B hereto.
The determination of whether the performance goals
have been met will be made by the Compensation Committee following the end of the Performance Cycle.
OTHER IMPORTANT INFORMATION
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You will not earn any amount with respect to the Cash LTIP award if the Companys performance during the 2013-2015 period is below minimum
performance. |
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If actual performance equals or exceeds minimum performance, the amount you will earn with respect to the Cash LTIP will range from 50% to 300% of your
Target Cash LTIP award based on attainment against the performance goal. |
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In order to receive any amount with respect to the LTIP Cash award, you must remain employed with the Company through December 31, 2015, except in
the case of death, disability or retirement as discussed below. If your employment terminates prior to December 31, 2015 for any reason other than death, disability or retirement, you will forfeit all of the Cash LTIP award.
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The amount of the Cash LTIP award earned at the end of the Performance Cycle, if any, will also be reduced to satisfy applicable withholding taxes and
will be paid as soon as administratively practicable after February 15, 2016. |
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If you become totally disabled under the Companys Long-Term Disability Plan or retire under the Companys Salaried Pension Plan (or a
similar pension plan maintained by a subsidiary that is your employer) during the Performance Cycle, you will receive a pro rata payout at the end of the Performance Cycle, based upon the time portion of the cycle during which you were employed. The
actual payout will not occur until after the end of the Performance Cycle, at which time the financial performance for the entire Performance Cycle will be used to determine the size of the award in that event. |
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If you die during the Performance Cycle, any beneficiary you have designated by will (or, if you do not so designate a beneficiary or your designated
beneficiary fails to survive you, your estate) will receive a pro rata payout based upon the financial results calculated for the portion of the Performance Cycle through the end of the fiscal quarter following your death.
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The performance factors and weightings applicable to your award are determined based upon your position with the Company. |
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The Compensation Committee retains the right in its sole discretion to reduce any award which would otherwise be payable, unless there has been a
Change in Control, as defined in the Equity Compensation Plan. |
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Any income you derive from a payout of the Cash LTIP award will not be considered eligible earnings for Company or subsidiary pension plans, savings
plans, profit sharing plans or other benefit plans. |
FOR MORE INFORMATION
If you have any questions about the Cash LTIP award, the Plan Document or need additional information, contact Steve Spradling at (704) 731-1516.
2
APPENDIX A
ENPRO INDUSTRIES, INC.
LONG-TERM INCENTIVE PLAN
(2012 AMENDMENT AND RESTATEMENT)
PURPOSE
The EnPro Industries, Inc. Long-Term Incentive Plan (the
Plan) was established effective as of January 1, 2003 (the Effective Date) to provide long-term incentive compensation to key employees who are in a position to influence the performance of EnPro Industries, Inc. (the
Company), and thereby enhance shareholder value over time. The Plan provides a significant additional financial opportunity and complements other parts of the Companys total compensation program for key employees.
ELIGIBILITY AND PERFORMANCE PERIODS
The Committee (as defined in the Plan Administration section of the Plan) will determine which employees of the Company are eligible to participate in the Plan from time to time. Participants
will be selected within 90 days after the beginning of each multi-year performance cycle (Performance Period). Each Performance Period will be of two or more years duration as determined by the Committee and will commence on
January 1 of the first year of the Performance Period. A new Performance Period will commence each year unless the Committee determines otherwise.
TARGET AWARDS
At the time a Participant is selected for participation in
the Plan for a Performance Period, the Committee will assign the Participant a Target LTIP Award to be earned if the Companys target performance levels are met for the Performance Period (the Target LTIP Award). The Target LTIP
Award may be expressed as a dollar amount, a number of Performance Shares under the Companys Equity Compensation Plan, or a combination of a dollar amount and a number of Performance Shares. Any portion of the Target LTIP Award made in the
form of Performance Shares will be evidenced by a Performance Shares award agreement consistent with the provisions of the Equity Compensation Plan.
MAXIMUM AND THRESHOLD AWARDS
At the time a Participant is selected for
participation in the Plan for a Performance Period, the Participant will be assigned maximum and threshold award levels, expressed as a percentage of the Target LTIP Award. Maximum award level represents the maximum percentage of the Target LTIP
Award that may be paid to a Participant for a Performance Period based on performance above target performance levels. Threshold award level represents the minimum percentage of the Target LTIP Award that may be paid to a Participant for a
Performance Period based on performance below target performance levels. Performance below the threshold performance award level will earn no incentive payments.
Under no circumstances will any Participant earn an award for a Performance Period expressed in dollars exceeding $2,500,000. In addition, any award of Performance Shares hereunder shall be subject to the
individual award limit applicable under the Equity Compensation Plan.
A-1
PERFORMANCE MEASURES
The Committee may use any quantitative or qualitative performance measure or measures that it determines to use to measure the level of performance of the Company or any individual participant during a
Performance Period.
Performance measures that may be used under the Plan include, but are not limited to, the following,
which shall be considered qualifying performance measures and which may be used individually, alternatively, or in any combination, applied to the Company as a whole or to a division or business unit or related company, and measured
either annually or cumulatively over a period of years, on an absolute basis or relative to a pre-established target, to a previous years results or to a designated comparison group, in each case as specified by the Committee in the award.
Each performance measure may be determined on a pre-tax or after tax basis, as specified by the Committee at the time of the award:
Revenue-related measures:
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Sales growth excluding acquisitions |
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Other specific revenue-based measures for particular products, product lines or product groups |
Income-based measures:
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EPS before or after asbestos and/or other selected items |
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Net income before or after asbestos charges and/or other selected items |
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Pretax income before or after asbestos charges and/or other selected items |
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Consolidated operating income before or after asbestos charges and/or other selected items |
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Pretax consolidated operating income before or after asbestos charges and/or other selected items |
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Segment operating income before or after asbestos charges and/or other selected items |
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Pretax segment operating income before or after asbestos charges and/or other selected items |
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Earnings before interest and taxes (EBIT) before or after asbestos charges and/or other selected items |
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EBITDA before or after asbestos charges and/or other selected items |
A-2
Cash flow-based measures:
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Free cash flow before or after asbestos charges and/or other selected items |
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Pretax free cash flow before or after asbestos charges and/or other selected items |
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Asbestos-related cash outflow (or changes in asbestos-related cash outflow) |
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Pretax asbestos-related cash outflow (or pretax changes in asbestos-related cash outflow) |
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New asbestos commitments (or changes in new asbestos commitments) |
Return-based measures:
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Return on equity, assets, investment, invested capital, capital, total or net capital employed, or sales, before or after asbestos charges and/or other
selected items |
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Pretax return on equity, assets, investment, invested capital, capital, total or net capital employed, or sales, before or after asbestos charges
and/or other selected items |
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Total shareholder return |
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Total business return before or after asbestos charges and/or selected items |
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Economic value added or similar after cost of capital measures |
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Return on sales or margin rate, in total or for a particular product, product line or product group |
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Cash flow return on investment |
Other measures:
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Working capital (or any of its components or related metrics, e.g. DSO, DSI, DWC, working capital to sales ratio) |
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Working capital improvement |
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Measures of customer satisfaction (including survey results or other measures of satisfaction) |
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Safety (determined by reference to recordable or lost time rates, first aids, near misses or a combination of two or more such measures or other
measures) |
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Measures of operating efficiency, e.g. productivity, cost of non-conformance or cost of quality, on time delivery, efficiency ratio (controllable
expenses divided by operating income or other efficiency metric) |
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Strategic objectives with specifically identified areas of emphasis, e.g. cost reduction, acquisition assimilation synergies, acquisitions,
organization restructuring |
A-3
PERFORMANCE GOALS
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The Committee will designate, within 90 days of the beginning of each Performance Period: |
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The performance measures and calculation methods to be used for the Performance Period; |
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A schedule for each performance measure relating achievement levels for the performance measure to incentive award levels as a percentage of
Participants Target LTIP Awards; and |
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The relative weightings of the performance measures for the Performance Period. |
The performance goals established by the Committee for a Performance Period are intended to satisfy the objective compensation
formula requirements of Treasury Regulations Section 1.162-27(e)(2). To the degree consistent with Section 162(m) of the Internal Revenue Code, or any successor section thereto (the Code), the Committee may adjust, modify
or amend the above criteria, either in establishing any performance measure or in determining the extent to which any performance measure has been achieved. In particular, the Committee shall have the authority to make equitable adjustments in the
criteria where necessary (i) in response to changes in applicable laws or regulations, (ii) to account for items of gain, loss, or expense that are related to the disposal (or acquisition) of a business or change in accounting principles
that was not anticipated at the time an award was made, (iii) to account for adjustments in expense due to re-measurement of pension benefits, (iv) to remove the effect of charges for asbestos, (v) to account for restructurings,
discontinued operations, and any other items deemed by the Committee to be non-recurring in nature or otherwise not reflective of operating performance that were not anticipated at the time an award was made, and (vi) to reflect other unusual,
non-recurring, or unexpected items similar in nature to the foregoing as determined in good faith by the Committee consistent with the principles set forth in section 162(m) of the Code and the regulations thereunder. Such adjustments may be made
with respect to the performance of any subsidiary, division, or operating unit, as applicable, shall be made in a consistent manner from year to year, and shall be made in accordance with the objectives of the Plan and the requirements of
Section 162(m) of the Code.
PERFORMANCE CERTIFICATION
As soon as practicable following the end of each Performance Period and prior to any award payments for the Performance Period, the Committee will certify the Companys performance with respect to
each performance measure used for that Performance Period.
AWARD CALCULATION AND PAYMENT
For each Performance Period, individual incentive awards will be calculated and paid to each Participant who is still employed with the
Company (subject to the special provisions below for employees who terminate employment due to death, disability or retirement) as soon as practicable following the Committees certification of performance for the Performance Period. The amount
of a Participants incentive award to be paid based on each individual performance measure will be calculated based on the following formula:
A-4
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Participants Target LTIP
Award |
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Percentage of target award to be paid based on performance measure results |
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Relative weighting of performance measure |
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Amount of incentive award based on performance measure results |
The incentive amounts to be paid to the Participant based on each performance measure will be summed to
arrive at the Participants total incentive award payment for the Performance Period.
Payments from the Plan to a
Participant, if any, will be made in cash (less any amount necessary to satisfy applicable withholding taxes); provided, however, that (i) if any portion of the award is in the form of Performance Shares, the applicable Performance Shares award
agreement will specify whether the award will be settled in cash, shares of the Companys common stock or a combination of cash and stock; and (ii) at the Participants election, receipt of all or part of an award may be deferred
under the terms of the EnPro Industries, Inc. Deferred Compensation Plan (or other deferred compensation plan of the Company).
TERMINATION
OF EMPLOYMENT DUE TO DEATH, DISABILITY, RETIREMENT
If a Participant becomes totally disabled under the Companys
Long-Term Disability Plan, or retires (or is deemed to retire) under the Companys Salaried Retirement Plan during a Performance Period, the Participant will receive a pro rata payout at the end of the Performance Period, based upon the time
portion of the Performance Period during which he or she was employed. The actual payout will not occur until after the end of the Performance Period, at which time the financial performance for the entire Performance Period will be used to
determine the amount of the award prior to proration.
If a Participant dies during a Performance Period, the Participant will
receive a pro rata payout based upon financial results calculated for the portion of the Performance Period through the end of the fiscal quarter following the Participants death.
OTHER TERMINATION OF EMPLOYMENT
If a Participants employment
terminates prior to the end of a Performance Period for any reason (whether voluntary or involuntary) other than death, disability or retirement, the Participant will forfeit all rights to compensation under the Plan, unless the Committee determines
otherwise.
NEW HIRES OR PROMOTIONS INTO ELIGIBLE POSITIONS
Participants will become eligible for participation in the Plan at their new position level beginning with the Performance Period which begins on the January 1 immediately following their hire or
promotion date. No new performance awards or adjustments to awards for Performance Periods that commenced prior to a Participants hire or promotion date will be made.
PAYMENT UPON CHANGE IN CONTROL
Anything to the contrary notwithstanding,
if a Change in Control occurs prior to the end of a Performance Period, within five days following the occurrence of the Change in Control each Participant will receive a pro rata payout of the Participants award for that Performance Period
based upon the portion of the Performance Period completed through the date of the
A-5
Change in Control and the performance results calculated for that period (the Interim LTIP Payment). The Participant shall also remain entitled to a payout upon completion of the
Performance Period based on performance results for the entire Performance Period, such payout to be offset be the amount of the Interim LTIP Payment (if any); provided, however, that the Participant will not be required to refund to the Company, or
have offset against any other payment due to the Participant from or on behalf of the Company, in the event the amount of the Interim LTIP Payment exceeds the amount of the payout upon completion of the Performance Period.
For purposes of the Plan, a Change in Control shall mean:
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(i) |
The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the
Exchange Act)), of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of either (A) the then outstanding shares of common stock of the Company (the Outstanding Company
Common Stock) or (B) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the Outstanding Company Voting Securities); provided, however,
that the following acquisitions shall not constitute a Change in Control: (A) any acquisition directly from the Company (other than by exercise of a conversion privilege), (B) any acquisition by the Company or any of its subsidiaries,
(C) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any of its subsidiaries or (D) any acquisition by any company with respect to which, following such acquisition, more than 70%
of, respectively, the then outstanding shares of common stock of such company and the combined voting power of the then outstanding voting securities of such company entitled to vote generally in the election of directors is then beneficially owned,
directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such acquisition
in substantially the same proportions as their ownership, solely in their capacity as shareholders of the Company, immediately prior to such acquisition, of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case
may be; or |
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(ii) |
individuals who, as of the Effective Date, constitute the Board of Directors (the Incumbent Board) cease for any reason to constitute at least a majority of
the Board of Directors; provided, however, that any individual becoming a director subsequent to the Effective Date whose election, or nomination for election by the Companys shareholders, was approved by a vote of at least a majority of the
directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of either an
actual or threatened election contest; or |
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(iii) |
consummation of a reorganization, merger or consolidation, in each case, with respect to which all or substantially all of the individuals and entities
who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such reorganization, merger or consolidation, do not, following such reorganization, merger or
consolidation, beneficially own, directly or indirectly, solely in their capacity as shareholders of the Company, more than 70% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding
voting securities entitled to vote generally in the election of directors, as the case |
A-6
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may be, of the company resulting from such reorganization, merger or consolidation in substantially the same proportions as their ownership, immediately prior to such reorganization, merger or
consolidation of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be; or |
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(iv) |
consummation of (A) a complete liquidation or dissolution of the Company or (B) a sale or other disposition of all or substantially all of the assets of the
Company, other than to a company, with respect to which following such sale or other disposition, more than 70% of, respectively, the then outstanding shares of common stock of such company and the combined voting power of the then outstanding
voting securities of such company entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities, solely in their capacity as shareholders of
the Company, who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such sale or other disposition in substantially the same proportion as their ownership,
immediately prior to such sale or other disposition, of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be. |
PLAN ADMINISTRATION
The Plan will be administered by the Compensation and
Human Resources Committee of the Companys Board of Directors (or a subcommittee of that committee consisting only of those members of that committee who are outside directors within the meaning of Section 162(m) of the
Internal revenue Code if any members of the committee are not outside directors) (the Committee). In administering the Plan, the Committee shall be empowered to interpret the provisions of the Plan and to perform and exercise
all of the duties and powers granted to it under the terms of the Plan by action of a majority of its members in office from time to time. The Committee is empowered to set pre-established performance targets, measure the results and determine the
amounts payable according to the Formula. While the Committee may not increase the amounts payable under the Plan formula for a Performance Period, it retains discretionary authority to reduce the amount of compensation that would otherwise be
payable to the Participants if the goals are attained. The Committee may also adopt such rules and regulations for the administration of the Plan as are consistent with the terms hereof and shall keep adequate records of its proceedings and acts.
All interpretations and decisions made (both as to law and fact) and other action taken by the Committee with respect to the Plan shall be conclusive and binding upon all parties having or claiming to have an interest under the Plan. Not in
limitation of the foregoing, the Committee shall have the discretion to decide any factual or interpretative issues that may arise in connection with its administration of the Plan (including without limitation any determination as to claims for
benefits hereunder), and the Committees exercise of such discretion shall be conclusive and binding on all affected parties as long as it is not arbitrary or capricious.
MISCELLANEOUS
(i) Amendment and Termination. The Board of Directors
of the Company may amend, modify, or terminate the Plan at any time, provided that no amendment, modification or termination of the Plan shall reduce the amount payable to a Participant under the Plan as of the date of such amendment, modification
or termination.
(ii) Shareholder Approval. No amounts shall be payable hereunder unless the material terms of the Plan
are first approved by the shareholders of the Company consistent with the requirements of Section 162(m) of the Internal Revenue Code. In accordance with Section 162(m)(4)(C)(ii) of the Internal Revenue Code, the continued effectiveness of
the Plan is subject to its approval by the shareholders of the Company at such other times as required by Section 162(m)(4)(C)(ii).
A-7
(iii) Coordination With Other Company Benefit Plans. Any income participants derive
from Plan payouts will not be considered eligible earnings for Company or subsidiary pension plans, savings plans, profit sharing plans or any other benefit plans.
(iv) Participants Rights. A Participants rights and interests under the Plan may not be assigned or transferred by the Participant. To the extent the Participant acquires a right to
receive payments from the Company under the Plan, such right shall be no greater than the right of any unsecured general creditor of the Company. Nothing contained herein shall be deemed to create a trust of any kind or any fiduciary relationship
between the Company and the Participant. Designation as a Participant in the Plan for a Performance Period shall not entitle or be deemed to entitle the Participant to be designated as a Participant for any subsequent Performance Periods or to
continued employment with the Company.
(v) Applicable Law. The Plan shall be governed and construed in accordance with
the laws of the State of North Carolina, except to the extent such laws are preempted by the laws of the United States of America.
A-8
APPENDIX B
For the 2013-2015 Performance Cycle, the Compensation Committee selected Growth in Equity Value over Cost of Capital as the performance goal. Growth in Equity Value over Cost of Capital is a measure
of the Companys compound annual percentage growth rate over the Performance Cycle in its equity value per share (an amount determined pursuant to a proprietary formula based on a multiple of the Companys adjusted EBITDA plus cash minus
debt with adjustments to account for acquisitions, with such amount divided by the weighted average number of shares of common stock outstanding on a diluted basis during the Performance Cycle). The target level for the growth in equity value is
established by the Compensation Committee based on an assumed cost of equity capital based on an assumed risk-free rate plus a selected premium. For the 2013-2015 Performance Cycle, the Compensation Committee has selected a premium
of 5.5% at the target level, with the assumed risk-free rate equal to the average over the Performance Cycle of the percentage yield on 10-year U.S. treasury bonds (the average to be calculated from monthly yield data published by the
Board of Governors of the Federal Reserve System (www.federalreserve.gov/releases/h15/data.htm)).
The threshold level has been set by the
Compensation Committee at 50% of the target level and the maximum level has been set at 170% of the target level. The payout percentage is 50% of the award opportunity if performance is at the threshold level, 100% of the award opportunity if
performance is at the target level, and 300% of the award opportunity if performance is at the maximum level, with the payout percentage for performance between the threshold level and the target level, or between the target level and the maximum
level, being interpolated on a linear basis.
Determination of Growth in Equity Value over Cost of Capital shall be in accordance with the
method for calculation approved by the Compensation Committee at its February 5, 2013 meeting and shall be subject to equitable adjustment where necessary (i) in response to changes in applicable laws or regulations, (ii) to account
for items of gain, loss, or expense that are related to the disposal (or acquisition) of a business or change in accounting principles that was not anticipated at the time this award was made, (iii) to account for adjustments in expense due to
re-measurement of pension benefits, (iv) to account for restructurings, discontinued operations, and any other items deemed by the Compensation Committee to be non-recurring in nature or otherwise not reflective of operating performance that
were not anticipated at the time this award was made, and (v) to reflect other unusual, non-recurring, or unexpected items similar in nature to the foregoing, in each case as determined in good faith by the Compensation Committee consistent
with the principles set forth in section 162(m) of the Internal Code and the regulations thereunder.
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Exhibit 10.13
ENPRO INDUSTRIES, INC.
AMENDED AND RESTATED 2002 EQUITY COMPENSATION PLAN, AS AMENDED
RESTRICTED SHARE UNITS AWARD AGREEMENT
FOR
MANAGEMENT STOCK PURCHASE DEFERRAL PLAN
THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING
SECURITIES THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.
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GRANTED TO |
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This Restricted Share Units Award Agreement, including all Exhibits hereto (the Agreement), is made between
EnPro Industries, Inc., a North Carolina corporation (the Company), and you, an employee of the Company or one of its subsidiaries.
The Company sponsors the EnPro Industries, Inc. Amended and Restated 2002 Equity Compensation Plan, as amended (the Plan). A prospectus
describing the Plan is enclosed as Exhibit A. The Plan itself is available upon request, and its terms and provisions are incorporated herein by reference. When used herein, the terms which are defined in the Plan shall have the meanings given to
them in the Plan, as modified herein (if applicable).
In recognition of the value of your contribution to the Company, you and the Company
mutually covenant and agree as follows:
1. |
Subject to the terms and conditions of the Plan and this Agreement, the Company awards to you the number of Restricted Share Units shown above (the Units),
upon the grant date shown above (the Grant Date), in connection with your participation in the EnPro Industries, Inc. Management Stock Purchase Deferral Plan. |
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You acknowledge having read the Prospectus and agree to be bound by all the terms and conditions of the Plan and this Agreement. |
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The Units are issued pursuant to this Agreement and shall vest and become payable on the date(s) shown on the enclosed Exhibit B. You shall not have the right to sell
or otherwise dispose of the Units or any interest therein. |
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You shall have no right to vote any of the Units with respect to any matter presented for a vote of the holders of the Companys Common Stock and, with respect to
the Units, you shall not be entitled to receive any dividends on the Companys Common Stock when such dividends are paid. |
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Upon the vesting of Units, with respect to each vested Unit you shall be entitled to receive from the Company, on a deferred basis, either, at the Companys
election, (i) one share of Common Stock or (ii) a cash payment in amount equal to the fair market value (as defined in the Plan) of one share of Common Stock, to be paid upon the payment date to be determined in accordance with paragraph
(d) of the enclosed Exhibit B (the Payment Date), plus, in either case (i) or (ii), a cash payment equal to the aggregate amount of cash dividends paid with respect to one share of Common Stock from the Grant Date to and
including the Payment Date. |
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You acknowledge and agree that upon your termination of employment with the Company and its subsidiaries prior to the Units becoming vested in accordance with paragraph
3 and Exhibit B of this Agreement or otherwise in accordance with the Plan, your right to receive payment on any such unvested Units shall automatically, without further act, terminate. |
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You agree that you shall comply with (or provide adequate assurance as to future compliance with) all applicable securities laws and income tax laws as
determined by the Company as a condition precedent to the payment of any amount pursuant to this Agreement. In addition, you agree that, upon request, you will furnish |
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a letter agreement providing that (i) you will not distribute or resell in violation of the Securities Act of 1933, as amended, any of shares of the Companys Common Stock delivered in
payment of the Units (ii) you will indemnify and hold the Company harmless against all liability for any such violation and (iii) you will accept all liability for any such violation. |
8. |
By executing and returning the Beneficiary Designation Form attached as Exhibit C, you may designate a beneficiary to receive any payment to be made hereunder in the
event of your death while in service with the Company. If you do not designate a beneficiary or if your designated beneficiary does not survive you, then your beneficiary will be your estate. |
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The existence of this award shall not affect in any way the right or power of the Company to make or authorize any or all adjustments, recapitalizations,
reorganizations or other changes in the Companys capital structure or its business, or any merger or consolidation of the Company, or any issue of bonds, debentures, preferred or prior preference stocks ahead of or convertible into, or
otherwise affecting the Companys Common Stock or the rights thereof, or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a
similar character or otherwise. |
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Any notice which either party hereto may be required or permitted to give to the other shall be in writing and may be delivered personally, by intraoffice mail, by fax,
by electronic mail or other electronic means, or via a postal service, postage prepaid, to such electronic mail or postal address and directed to such person as the Company may notify you from time to time; and to you at your electronic mail or
postal address as shown on the records of the Company from time to time, or at such other electronic mail or postal address as you, by notice to the Company, may designate in writing from time to time. |
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Regardless of any action the Company or your employer takes with respect to any or all income tax, payroll tax or other tax-related withholding (Tax-Related
Items), you acknowledge that the ultimate liability for all Tax-Related Items owed by you is and remains your responsibility and that the Company and/or your employer (i) make no representations or undertakings regarding the treatment of
any Tax-Related Items in connection with any aspect of this award, including the grant, vesting and payment of the Units and the subsequent sale of any shares of Common Stock delivered in payment of any Units; and (ii) do not commit to
structure the terms of the grant or any aspect of the Units to reduce or eliminate your liability for Tax-Related Items. |
In the event the Company determines that it and/or your employer must withhold any Tax-Related Items as a result of your participation in the Plan, you agree as a condition of the grant of the Units to
make arrangements satisfactory to the Company and/or your employer to enable it to satisfy all withholding requirements, including, but not limited to, withholding any applicable Tax-Related Items from the vesting and payment of the Units. In
addition, you authorize the Company and/or your employer to fulfill its withholding obligations by all legal means, including, but not limited to: withholding Tax-Related Items from your wages, salary or other cash compensation your employer pays to
you; withholding Tax-Related Items from the cash proceeds, if any, received upon sale of any shares of Common Stock received in payment of Units; and at the time of vesting or payment, withholding shares of Common Stock or the cash payment to be
delivered in payment of the Units sufficient to meet minimum withholding obligations for Tax-Related Items. In the event that you have not advised the Company at least 21 days prior to the occurrence of any event requiring it and/or your employer to
withhold any Tax-Related Items, you will be deemed to have irrevocably directed the Company and/or your employer to fulfill its withholding obligations by withholding any applicable Tax-Related Items from the vesting and payment of the Units. The
Company may refuse to deliver shares of Common Stock, or the cash payment, upon vesting of the Units if you fail to comply with any withholding obligation.
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In the event any provision of this Agreement shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of the
Agreement, and the Agreement shall be construed and enforced as if the illegal or invalid provision had not been included. This Agreement constitutes the final understanding between you and the Company regarding the Units. Any prior agreements,
commitments or negotiations concerning the Units are superseded. Subject to the terms of the Plan, this Agreement may only be amended by a written instrument signed by both parties. |
13. |
The validity, construction and effect of this Agreement are governed by, and subject to, the laws of the State of North Carolina and the laws of the United States, as
provided in the Plan. For purposes of litigating any dispute that arises directly or indirectly from the relationship of the parties evidenced by this grant or this Agreement, the parties hereby submit to and consent to the exclusive jurisdiction of
North Carolina and agree that such litigation shall be conducted solely in the courts of Mecklenburg County, North Carolina or the federal courts for the United States for the Western District of North Carolina, where this grant is made and/or to be
performed, and no other courts. |
IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its duly
authorized officer, and you have hereunto set your hand, all effective as of the Grant Date listed above.
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ENPRO INDUSTRIES, INC. |
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EMPLOYEE |
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Its: |
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EXHIBIT A
(This document constitutes part of a
prospectus covering securities that
have been registered under
the Securities Act of 1933)
PROSPECTUS
4,325,000 SHARES
ENPRO INDUSTRIES, INC.
COMMON STOCK
AMENDED AND RESTATED 2002 EQUITY COMPENSATION PLAN
This Prospectus relates to the offer and sale of up to 4,325,000 shares of our common stock to eligible employees under the EnPro
Industries, Inc. Amended and Restated 2002 Equity Compensation Plan (the Plan). The Plan was most recently approved by our Board of Directors at its February 2012 meeting and by our shareholders at the annual meeting held on May 2,
2012. The Plan terminates on February 10, 2019, unless terminated earlier by our Board of Directors.
The purpose of the
Plan is to promote the interests of the shareholders by providing stock-based incentives to selected employees and Outside Directors to align their interests with shareholders and to motivate them to put forth maximum efforts toward the
continued growth, profitability and success of our company.
The Plan is generally administered by the Compensation and Human
Resources Committee of our Board (the Committee). See Administration below. The Plan is not a qualified pension, profit-sharing or stock bonus plan within the meaning of Section 401(a) of the Internal Revenue Code of
1986, as amended (the Code). Further, in our view, the Plan is not subject to the provisions of the Employee Retirement Income Security Act of 1974.
For additional information concerning awards made under the Plan, please contact Steve Spradling at 704-731-1516.
This document constitutes part of a prospectus covering securities that have been registered under the Securities Act of 1933, as amended (the Securities Act).
The date of this Prospectus is May 9, 2012.
SUMMARY OF PLAN
The following summary of the Plan is subject to, and qualified in its entirety by reference to, all the provisions of the Plan, a copy
of which may be obtained upon request.
Eligibility
Salaried, full-time employees of us or of our subsidiaries may participate in the Plan. The Committee, in its discretion, will select the award recipients and the nature and amount of any awards. The
Committee may, within certain limits, delegate to our CEO and other senior officers authority to make such award determinations.
In addition, members of our Board of Directors and any of our subsidiary corporations of which we own more than 50% of the voting stock, excluding directors who are employees or former employees of us or
our subsidiaries within five years after their termination of employment (Outside Directors) are eligible to receive awards of phantom shares as described below.
Number of Shares
There are 4,325,000 shares of our common stock available
for issuance under the Plan. If an award made under the Plan terminates, expires, lapses or is canceled, the shares covered by that award remain available for issuance under the Plan. However, shares used to pay any option exercise price or to
satisfy a tax withholding obligation are deemed to constitute shares delivered under the Plan and will not be available for future issuance under the Plan. Shares of our common stock issued pursuant to the Plan may be original issue shares or
treasury shares.
Awards to Eligible Employees
Pursuant to the Plan, the Committee may award eligible employees incentive stock options (ISOs), nonqualified stock options (NQSOs), stock appreciation rights (SARs),
performance shares, restricted stock units, restricted stock shares and other awards. Each award will be evidenced by an award document setting forth the terms and provisions applicable to the award.
Stock Options. The Plan provides for the grant of options to purchase shares of our common stock at option prices which are not
less than the fair market value of shares of our common stock on the grant date. In making an option award, the Committee determines whether the award will be either an ISO or NQSO. The Committee also establishes all of the other terms and
conditions of each option award at the time of grant, including any vesting requirements. The applicable award document will specify the term of the option (up to a maximum of ten years), and the extent to which options may be exercised during their
terms, including in the event of your death, disability or termination of employment. You may pay the option exercise price either in cash or by tendering shares of our common stock with a fair market value at the date of the exercise equal to the
portion of the exercise price which you do not pay in cash. In addition, the Committee may from time to time allow cashless exercises by any means which it determines to be consistent with the Plans purposes and applicable law. You will have
no rights as a shareholder until you become the holder of record of shares of our common stock issued upon exercise of such stock options.
Stock Appreciation Rights. The Plan also provides for the grant of SARs, which entitle holders, upon exercise, to receive shares of our common stock with a value equal to the difference between
(i) the fair market value on the exercise date of the shares with respect to which an SAR is exercised and (ii) the grant price of the SAR, which shall not be less than the fair market value of such shares on the grant date. The Committee
establishes all of the terms and conditions of each SAR at the time of grant, including any vesting requirements; provided that the term may not exceed ten years from the grant date and each SAR must be settled only in common stock.
Performance Shares. The Committee may make awards of performance shares (which may be actual shares of our common stock or phantom
shares) subject to conditions established by the Committee that may include attainment of specific performance objectives. Performance share awards may include the awarding of additional shares upon attainment of the specified performance
objectives.
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Restricted Shares. A restricted share is an actual share of our common stock issued
in your name that is subject to certain vesting requirements and which we hold until the applicable vesting date, at which time the share is released to you. The Committee establishes all of the terms and conditions of each award at the time of
grant, including any vesting requirements, which are set forth in an award document. Restricted share awards that vest based on continued employment generally have a minimum three-year vesting period, though they may vest earlier in the event of
death, disability or retirement. Prior to vesting, you may vote and receive cash dividends with respect to restricted shares as specified in your award document.
Restricted Stock Units. The Committee may make awards of restricted stock units which is the right to receive our common stock upon the vesting of the restricted stock unit. The Committee
establishes all of the terms and conditions of each award at the time of grant, including any vesting requirements, which are set forth in an award document. Restricted stock units that vest based on continued employment generally have a minimum
three-year vesting period, though they may vest earlier in the event of death, disability or retirement. If we pay any common stock dividends prior to the vesting of the restricted stock units, recipients of the restricted stock units will not be
entitled to receive any such dividends when such dividends are paid. Recipients have no right to vote any restricted stock units on any matter presented to a vote of the companys shareholders. Upon vesting, the recipient would be entitled to
receive, for each restricted stock units vesting, one share of common stock plus a cash payment equal to the aggregate amount of cash dividends paid with respect to one share of common stock from the date the award was made to and including the date
of vesting.
Other Awards. The Committee may make other awards under the Plan in units or phantom shares, the value of
which is based, in whole or in part, on the value of our common stock. The Committee may provide that such awards are to be paid in cash, in shares, or in a combination of both cash and shares, under such terms and conditions as the Committee may
establish, which are set forth in an award document.
Awards of Phantom Shares to Outside Directors
Pursuant to the Plan, the Committee will make a one-time grant of phantom shares, in an amount to be determined by the Committee, to each
Outside Director upon his or her election to the board. Thereafter, each Outside Director will receive an annual grant of phantom shares, in an amount and on terms determined by the Committee. In addition, the Committee may, from time to time, make
additional grants of phantom shares to Outside Directors.
The terms and provisions of the phantom shares are as follows:
Vesting. Phantom shares granted to Outside Directors are fully vested at grant.
Dividend Equivalents. Dividend equivalents accrue on all phantom shares granted to Outside Directors. Upon the payment date of
each dividend declared on our common stock, that number of additional phantom shares will be credited to each Outside Directors award which has an equivalent fair market value to the aggregate amount of dividends which would be paid if the
number of the Outside Directors phantom shares were actual shares of the common stock. Dividend equivalents are vested at the time the dividend is paid.
Payment. Upon termination of service of an Outside Director as a member of the Board of Directors (the termination date), we will pay to the Outside Director all phantom shares credited
to the Outside Director on the termination date in the form of one share of our common stock for each whole phantom share, with cash for any fractional phantom share based on the fair market value of our common stock on the applicable date. The
shares of common stock are paid and delivered as soon as administratively practicable after the termination date.
Fair Market Value
For all purposes of the Plan, the fair market value of a share of our common stock will be the closing selling price on
the relevant date (as of 4:00 p.m. New York, New York time), as reported on the New York Stock Exchange Composite Transactions listing (or similar report), or, if no sale was made on such date, on the next preceding day on which a sale was
made.
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Award Limits
The following limits apply to awards made under the Plan:
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In no event may any individual receive awards under the Plan for a given calendar year covering in excess of 500,000 shares of our common stock; and
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We will not grant ISOs covering in the aggregate more than 1,000,000 shares of our common stock during the term of the Plan.
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Transferability of Awards
You may not transfer any award granted under this Plan other than by will or the laws of descent and distribution or by such other means as the Committee may approve from time to time.
Withholding for Payment of Taxes
The Committee will have the right to determine the amount of any Federal, state or local required withholding tax, and may require that any such required withholding tax be satisfied by withholding shares
of our common stock or other amounts which would otherwise be payable under this Plan.
Changes in Capitalization and Similar Changes
In the event of any corporate event or transaction (including a change in common stock or capitalization or our company),
such as a merger, consolidation, reorganization, recapitalization, separation, partial or complete liquidation, stock dividend, stock split, reverse stock split, split up, spin off, or other distribution of stock or property or our company, a
combination or exchange of our common stock, dividend in kind or other similar change in capital structure, number of outstanding shares of our common stock, distribution (other than normal cash dividends) to our shareholders or any similar
corporate event or transaction, the aggregate number of shares of our common stock with respect to which awards may be made under the Plan, and the terms, types of shares and number of shares of any outstanding awards under the Plan will be
equitably adjusted by the Committee in its discretion to preserve the benefit of the award for both you and us.
Change in Control
The Plan provides that, in the event of a change in control of our company (as defined in the Plan), all options will be
fully exercisable as of the date of the change in control and will remain exercisable for a period of two years thereafter (not to exceed the original award term). The Committee may also take actions with respect to outstanding awards of SARS,
performance shares, restricted stock units, restricted shares or other awards.
Amendment and Termination of Plan
Our Board of Directors has the power to amend, modify or terminate the Plan on a prospective basis, provided that the Board of Directors
may condition any amendment to the Plan on shareholder approval if it deems shareholder approval to be necessary or appropriate.
Administration
The Plan
is administered by the Committee. Under the Plan, the Committee has the authority to (i) select the employees to receive awards from time to time, (ii) make awards in such amounts as it determines, (iii) impose limitations,
restrictions and conditions upon awards as it deems appropriate, (iv) establish performance targets and allocation formulas for awards of performance shares, restricted shares or other awards intended to be qualified performance-based
compensation under Code Section 162(m), (v) certify the attainment of performance goals, if applicable, as required by Code Section 162(m), (vi) interpret the Plan and adopt, amend and rescind administrative guidelines and
other rules and regulations relating to the Plan, (vii) correct any defect or omission or reconcile any
A-4
inconsistency in the Plan or any award granted thereunder and (viii) make all other determinations and take all other actions necessary or advisable for the implementation and administration
of the Plan. The Committee may delegate its authority under the Plan to the extent permitted by applicable law. All determinations and decisions made by the Committee pursuant to the Plan will be final, conclusive and binding.
Code Section 162(m)
Because stock options and SARs granted under the Plan must have an exercise price equal at least to fair market value at the date of
grant, compensation from the exercise of stock options and SARs should be treated as qualified performance-based compensation for Code Section 162(m) purposes.
In addition, the Plan authorizes the Committee to make awards of performance shares, restricted shares and other awards that are
conditioned on the satisfaction of certain performance criteria. For awards intended to result in qualified performance-based compensation, the Committee will establish prior to or within 90 days after the start of the applicable
performance period the applicable performance conditions. The Committee may select from the following performance measures for such purpose: total sales, sales growth (with or excluding acquisitions), revenue-based measures for particular products,
product lines or product groups, net income (before or after asbestos charges and/or other selected items), earnings per share of Common Stock (before or after asbestos and/or other selected items), pretax income (before or after asbestos charges
and/or other selected items), consolidated operating income (pre or post-tax and before or after asbestos charges and/or other selected items), segment operating income (pre or post-tax and before or after asbestos charges and/or other selected
items), earnings before interest and taxes (before or after asbestos charges and/or other selected items), earnings before interest, taxes, depreciation and amortization (before or after asbestos charges and/or other selected items), free cash flow
(pre or post-tax and before or after asbestos charges and/or other selected items), asbestos-related cash outflows (or changes in asbestos-related cash outflow), new asbestos commitments (or changes in new asbestos commitments), return on equity,
assets, investment, invested capital, capital, total or net capital employed, or sales (pre or post-tax and before or after asbestos charges and/or other selected items), cash flow return on investments, total shareholder return, Common Stock price
increases, total business return (before or after asbestos charges and/or other selected items), economic value added or similar after cost of capital measures, return on sales or margin rate, in total or for a particular product,
product line or product group, working capital (or any of its components or related metrics), working capital improvement, market share, measures of customer satisfaction (including survey results or other measures of satisfaction), safety
(determined by reference to recordable or lost time rates, first aids, near misses or a combination of two or more such measures or other measures), measures of operating efficiency such as productivity, cost of non-conformance, cost of quality, on
time delivery and efficiency ratio and strategic objectives with specifically identified areas of emphasis such as cost reduction, acquisition assimilation synergies, acquisitions or organization restructuring. The Committee will state the
performance conditions in the form of an objective, nondiscretionary formula and will certify in writing the attainment of such performance conditions prior to any payout with respect to such awards. The Committee in its discretion may adjust
downward the permissible amount of any such award, even if the performance objective is achieved.
CERTAIN FEDERAL INCOME
TAX CONSEQUENCES
The following is a general summary of the current federal income tax consequences of the granting and
exercise of stock options and of awards of common stock (including both performance shares and restricted stock), phantom stock, stock units and SARs under the Plan. It does not attempt to describe all possible federal or other tax consequences of
participation in the Plan. Furthermore, the tax consequences of awards made under the Plan are complex and subject to change, and some variation of the described rules may be applicable to any particular participants tax situation. The summary
assumes in each case that there will no violation of the deferred compensation rules of the Internal Revenue Service, which would subject the affected participants to immediate taxation and penalties on unvested awards.
Incentive Stock Options. An employee who is granted an ISO under the Plan will not be subject to federal income tax upon the
grant or exercise of the option. However, upon the exercise of an ISO, the difference between the exercise price for the option and its fair market value on the date of exercise, which is commonly referred to as the spread, is a tax preference item
that must be taken into account in determining the employees alternative minimum tax. If the employee disposes of the shares in the same year the option was exercised, there are no alternative minimum tax implications. Generally, the employee
can recover any alternative minimum tax liability paid as a credit against ordinary income taxes owed in future years.
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In the event of a sale of the shares received upon exercise of an ISO after two years from
the date of grant and one year after the date of exercise (which we refer to as the Holding Period), any appreciation of the shares received above the exercise price should be a capital gain. The current federal tax rate applicable to
long-term capital gains is 15 percent.
We will not be entitled to a tax deduction with respect to the grant or exercise
of an ISO, or with respect to any disposition of such shares after the Holding Period. However, if shares acquired pursuant to the exercise of an ISO are sold by the employee before the end of the Holding Period, any gain on the sale will be
ordinary income for the taxable year in which the sale occurs. Income will be realized only to the extent the amount received upon sale exceeds the employees adjusted basis for the stock. We will be entitled to a tax deduction in the amount of
the ordinary income realized by the employee.
Non-incentive Stock Options. An employee who is granted an NQSO
under the Plan will not be subject to federal income tax upon the grant of the option, and we will not be entitled to a tax deduction by reason of such grant. Upon exercise of an NQSO, the spread or excess of the fair market value of the shares on
the exercise date over the option price will be considered compensation taxable as ordinary income to the employee. Because it is treated as compensation, the spread is subject to withholding of applicable payroll taxes. We may claim a tax deduction
in the amount of the taxable compensation realized by the employee.
Common Stock Awards. Common stock awards made
without restrictions are subject to federal tax to the recipient and are deductible to our company. Stock awards with restrictions (including both performance shares, restricted stock units and restricted shares) generally will not be subject to
federal tax upon grant, and we will not be entitled to a tax deduction upon grant. When the restrictions lapse, the fair market value of shares free of restrictions will be considered compensation taxable as ordinary income to the employee and we
may claim a tax deduction at the same time in the same amount.
Phantom Stock, Stock Unit Awards and SARs. A
director or employee who is granted a phantom share, stock unit or SAR award under the Plan will not be subject to federal tax upon the grant of the award and we will not be entitled to a tax deduction by reason of such grant. However, when common
stock or cash is delivered to the participant pursuant to such an award, the participant will recognize ordinary income equal to the fair market value of the shares or cash delivered under the award, and we may claim a tax deduction at the same time
in the same amount.
RESTRICTIONS ON RESALE
If you are one of our affiliates as defined in Rule 405 under the Securities Act, resales of shares of our common stock that you acquire under awards under the Plan will be subject to the
volume, manner of sale and reporting requirements of Rule 144 under the Securities Act unless we register your shares under the Securities Act for resale pursuant to a separate prospectus. If you have been designated as one of our reporting officers
for purposes of Section 16(b) of the Securities Exchange Act of 1934 (the Exchange Act), resales of shares of our common stock that you acquire under awards pursuant to the Plan may be matched with nonexempt purchases of
our common stock within the previous or following six months for purposes of the short-swing profits recovery provisions of Section 16(b). Further, in no event may you sell shares of our common stock, whether acquired pursuant to
the Plan or otherwise, if you are in possession of material information regarding our company that has not been publicly disclosed.
You are advised to consult with counsel regarding your status as an affiliate and as a Section 16(b) reporting officer and the application of other federal and state securities laws to resales of
shares of our common stock that you acquire pursuant to the Plan.
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ADDITIONAL INFORMATION
We have filed a registration statement with respect to the shares of our common stock offered under the Plan with the Securities and
Exchange Commission under the Securities Act. This registration statement incorporates by reference certain documents including our most recent Annual Report on Form 10-K and all subsequent reports on Form 10-K, Form 10-Q and Form 8-K, our proxy
statements, and a description of our common stock filed under the Exchange Act, which documents are also incorporated by reference in this Prospectus.
We will promptly furnish, without charge, on your request, a copy of any of the documents incorporated by reference in the registration statement and in this Prospectus (other than exhibits to such
documents which are not specifically incorporated by reference in such documents), as well as our most recent Annual Report to Shareholders, if any, and any and all documents supplementing or updating the information contained in this Prospectus
(including Plan information previously delivered, if requested). Such requests should be addressed to: EnPro Industries, Inc., 5605 Carnegie Boulevard, Suite 500, Charlotte, North Carolina, 28209-4674, Attn: Julie Lentz.
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EXHIBIT B
ENPRO INDUSTRIES, INC.
AMENDED AND RESTATED 2002 EQUITY COMPENSATION
PLAN
RESTRICTED SHARE UNITS AWARD AGREEMENT
FOR
MANAGEMENT STOCK PURCHASE DEFERRAL PLAN
Vesting of Shares
(a)
Vesting Schedule. Subject to the provisions of paragraph (b) below, the Units shall become vested as follows if you remain employed with the Company and its subsidiaries through the dates specified: the Units will vest on the third
anniversary of the Grant Date (the Vesting Date).
(b) Termination of Employment Prior To Vesting. If your employment with
the Company and its subsidiaries terminates prior to the Vesting Date of Units, then such Units shall be forfeited; provided, however, that the Units shall become immediately vested in the event of termination of your employment as a
result of: (i) your death or (ii) your becoming totally disabled under the Companys Long-Term Disability Plan, and provided, further that in the event of termination of your employment as a result of your retirement under the
Companys Salaried Pension Plan (or a similar pension plan maintained by a subsidiary that is your employer) the Units shall become immediately vested upon such retirement in the following amounts: one-third of the Units will become vested if
your retirement occurs on or after the first anniversary of the Grant Date but before the second anniversary of the Grant Date, and two-thirds of the Units will become vested if your retirement occurs on or after the second anniversary of the Grant
Date but before the third anniversary of the Grant Date.
(c) Vesting Pursuant to the Plan. Notwithstanding anything herein to the
contrary, this award shall become vested upon a Change in Control (as defined in the Plan).
(d) Payment of Vested Units. Vested Units
are payable on a deferred basis at the same time that your Payment Sub-Account for the 20 Plan Year under the EnPro Industries, Inc. Management Stock
Purchase Deferral Plan is payable, based on your prior election under such plan.
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EXHIBIT C
ENPRO INDUSTRIES, INC.
AMENDED AND RESTATED 2002 EQUITY COMPENSATION
PLAN
RESTRICTED SHARE UNITS AWARD AGREEMENT
FOR
MANAGEMENT STOCK PURCHASE DEFERRAL PLAN
Beneficiary Designation Form
Please complete this form only if you havent already designated a beneficiary for your Units granted under the Plan or if you wish to change your current beneficiary designation. Completed forms
should be returned to Julie Lentz at 5605 Carnegie Blvd., Suite 500, Charlotte, NC 28209 or julie.lentz@enproindustries.com.
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GRANT DATE |
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NUMBER OF UNITS |
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With respect to the above described award of Units under the EnPro Industries, Inc. Amended and Restated 2002 Equity
Compensation Plan (the Plan), I hereby designate the following person or entity as my beneficiary with respect to any delivery of payment with respect to the Units in the event of my death.
If my beneficiary named below predeceases me, any such payment will be made to my estate.
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Name and Address
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Social Security # |
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Relationship
to Participant |
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I understand that I may change this designation at any time by executing a new form and delivering it to the Human
Resources Department. This designation supersedes any prior beneficiary designation made by me under the Plan with respect to the Units.
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Employees Name (Please print) |
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Witness:
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Signature of Employee |
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Date: |
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Received by the Human Resources Department this day of
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By: |
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C-1
Exhibit 10.35
Summary of Director and Executive Officer Compensation Arrangements
In addition to the compensation arrangements filed as other exhibits to this annual report, EnPro Industries, Inc. (the
Company) has the following compensation arrangements with its directors and named executive officers.
Compensation
Arrangements for Directors
The Company has an arrangement to pay non-employee members of the Companys board of
directors compensation for their service on the board. Effective for 2013, each non-employee member of the Companys board of directors receives an annual retainer of $150,000, $75,000 of which is paid in cash and $75,000 of which is paid in
phantom shares of our common stock upon the directors termination of service as a director. The non-executive chairman of the board receives an additional quarterly fee of $10,000 for his service in that capacity and for his service as
chairman of the Nominating and Corporate Governance Committee, the chairman of the Audit and Risk Management Committee receives an additional annual fee of $8,000, and the chairman of the Compensation and Human Resources Committee receives an annual
fee of $6,000.
Compensation Arrangements for Named Executive Officers
The Companys chief executive officer and its four other most highly compensated executive officers based on 2012 base salaries and
bonuses (such five individuals, the named executive officers), are all at-will employees who serve at the pleasure of the board of directors. The board of directors sets the annual base salary for each of the named executive
officers and has the discretion to change the salary of any of the officers at any time. Effective for 2013, the annual base salaries for the named executive officers are as follows:
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Named Executive Officer |
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Base Salary |
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Stephen E. Macadam |
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$ |
825,000 |
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Alexander W. Pease |
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$ |
390,000 |
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Richard L. Magee |
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$ |
350,000 |
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Dale A. Herold |
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$ |
340,000 |
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Anthony R. Gioffredi |
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$ |
310,000 |
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Exhibit 21
Subsidiaries of EnPro Industries, Inc.
(as of December 31, 2012)
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Consolidated Subsidiary Companies |
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Place of Incorporation |
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% of
Voting Securities Owned |
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EnPro Industries, Inc. |
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North Carolina |
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100 |
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Coltec Industries Inc |
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Pennsylvania |
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100 |
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Coltec do Brasil Productos Industriais Ltda. |
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Brazil |
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89 |
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Coltec Finance Company Limited |
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United Kingdom |
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100 |
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Coltec Industries Pacific Pte Ltd |
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Singapore |
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100 |
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CPI Service (Thailand) Ltd. |
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Thailand |
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45 |
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CPI Asia Co., Ltd. |
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Thailand |
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100 |
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CPI Service (Thailand) Ltd. |
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Thailand |
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55 |
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Garlock India Private Limited |
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India |
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100 |
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Garlock Singapore Pte. Ltd. |
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Singapore |
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100 |
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Link Seal Japan Ltd. |
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Japan |
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50 |
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PSI [SEA] SDN BHD |
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Malaysia |
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50 |
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Coltec International Services Co. |
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Delaware |
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100 |
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Coltec do Brasil Productos Industriais Ltda. |
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Brazil |
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11 |
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Stempro de Mexico, S. de R.L. de C.V. |
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Mexico |
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25 |
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Compressor Products Holdings, Limited |
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United Kingdom |
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100 |
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Compressor Products International Ltd. |
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United Kingdom |
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100 |
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Compressor Products International Ltda. |
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Brazil |
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99 |
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Indústria de Compressores Ltda. |
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Brazil |
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100 |
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CPI Investments Limited |
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United Kingdom |
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100 |
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Compressor Products International Ltda. |
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Brazil |
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1 |
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CPI Pacific Pty Limited |
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Australia |
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100 |
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CPI S.a.r.l. |
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France |
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100 |
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Player & Cornish Limited |
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United Kingdom |
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100 |
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Robix Limited |
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United Kingdom |
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100 |
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Compressor Products International LLC |
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Delaware |
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100 |
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CPI Service Baton Rouge, Inc. |
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Delaware |
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100 |
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EnPro Industries Intl Trading (Shanghai) Co., Ltd. |
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China |
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100 |
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EnPro Hong Kong Holdings Company Limited |
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Hong Kong |
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100 |
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Garlock Sealing Technologies (Shanghai) Co., Ltd. |
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China |
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100 |
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EnPro Corporate Management Consulting (Shanghai) Co. Ltd. |
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China |
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100 |
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Compressor Products Intl (Shanghai) Co., Ltd. |
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China |
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100 |
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Stemco Vehicle Technology (Shanghai) Co. Ltd. |
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China |
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100 |
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GGB LLC |
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Delaware |
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100 |
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Garlock (Great Britain) Limited |
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United Kingdom |
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100 |
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Garlock Pipeline Technologies Limited |
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United Kingdom |
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100 |
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Technetics Group U.K. Ltd. |
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United Kingdom |
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100 |
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Technetics UK Limited |
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United Kingdom |
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100 |
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Garlock Pipeline Technologies, Inc. |
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Colorado |
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100 |
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Garlock Sealing Technologies LLC |
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North Carolina |
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100 |
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Garlock International Inc |
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Delaware |
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100 |
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Garlock of Canada Ltd |
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Ontario, Canada |
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100 |
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Garlock de Mexico, S.A. |
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Mexico |
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99.9 |
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Garlock Overseas Corporation |
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Delaware |
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100 |
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Garlock de Mexico, S.A. |
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Mexico |
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0.1 |
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Garlock Pty Limited |
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Australia |
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100 |
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Garlock Valqua Japan, Inc. |
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Japan |
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51 |
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Consolidated Subsidiary Companies |
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Place of Incorporation |
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% of
Voting Securities Owned |
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Garrison Litigation Management Group, Ltd. |
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North Carolina |
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100 |
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The Anchor Packing Company |
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North Carolina |
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100 |
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GGB Brasil Industria de Mancais E Componentes Ltda. |
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Brazil |
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0.1 |
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GGB, Inc. |
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Delaware |
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100 |
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EnPro Luxembourg Holding Company S.a.r.l. |
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Luxembourg |
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100 |
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Alpha Engineering SRL |
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Italy |
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18 |
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Compressor Products International Canada, Inc. |
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Alberta, Canada |
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100 |
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Compressor Producst International Colombia S.A.S. |
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Colombia |
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100 |
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EnPro German Holding GmbH |
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Germany |
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100 |
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GGB Heilbronn GmbH |
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Germany |
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100 |
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GGB Kunststoff-Technologie GmbH |
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Germany |
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100 |
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Garlock GmbH |
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Germany |
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100 |
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Compressor Products International GmbH |
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Germany |
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100 |
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Franken Plastiks GmbH |
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Germany |
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100 |
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PSI Products GmbH |
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Germany |
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100 |
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Technetics Group Germany GmbH |
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Germany |
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100 |
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GGB Slovakia s.r.o. |
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Slovakia |
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95.47 |
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Coltec Industries France SAS |
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France |
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100 |
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CPI-LIARD SAS |
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France |
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100 |
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Technetics Group France SAS |
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France |
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100 |
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GGB Austria GmbH |
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Austria |
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100 |
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GGB Bearing Technology (Suzhou) Co., Ltd. |
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China |
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100 |
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GGB Brasil Industria de Mancais E Componentes Ltda. |
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Brazil |
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99.9 |
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GGB Italy s.r.l. |
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Italy |
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100 |
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GGB Real Estate GmbH |
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Germany |
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100 |
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GGB Slovakia s.r.o. |
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Slovakia |
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4.53 |
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GGB Tristar Suisse S.A. |
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Switzerland |
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100 |
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GGB Holdings E.U.R.L. |
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France |
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100 |
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GGB France E.U.R.L. |
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France |
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100 |
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Stemco Holdings, Inc. |
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Delaware |
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100 |
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Motorwheel Commercial Vehicle Systems, Inc. |
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Delaware |
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100 |
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Stemco LP |
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Texas |
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99 |
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Stemco Crewson LLC |
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Texas |
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30 |
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Stemco LP |
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Texas |
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1 |
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Stempro de Mexico, S. de R.L. de C.V. |
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Mexico |
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75 |
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Stemco Kaiser Incorporated |
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Michigan |
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100 |
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Technetics Group LLC |
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North Carolina |
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100 |
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Best Holdings I, Inc. |
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Delaware |
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100 |
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KenLee Daytona LLC |
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Delaware |
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100 |
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Technetics Group Daytona, Inc. |
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Delaware |
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100 |
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Applied Surface Technology |
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California |
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100 |
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Belfab, Inc. |
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Delaware |
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100 |
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Technetics Group Singapore Pte. Ltd. |
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Singapore |
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100 |
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2
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (No. 333-130857) and Form S-8 (Nos. 333-89576, 333-89580, 333-107775, 333-113284, 333-159099, 333-178668 and
333-181282) of EnPro Industries, Inc. of our report dated February 27, 2013 relating to the financial statements, financial statement schedule and the effectiveness of internal control over financial reporting, which appears in this Form 10-K.
/s/ PricewaterhouseCoopers LLP
Charlotte, North Carolina
February 27,
2013
Exhibit 23.2
CONSENT OF EXPERT
We
consent to the incorporation by reference in the Registration Statement (Form S-8, No. 333-89576) pertaining to the EnPro Industries, Inc. Retirement Savings Plan for Hourly Workers, the Registration Statement (Form S-8, No. 333-89580)
pertaining to the EnPro Industries, Inc. Retirement Savings Plan for Salaried Workers, the Registration Statement (Form S-8, No. 333-107775 and Form S-8, No. 333-159099) pertaining to the EnPro Industries, Inc. Amended and Restated 2002
Equity Compensation Plan, and the Registration Statement (Form S-8, No. 333-113284) pertaining to the EnPro Industries, Inc. Deferred Compensation Plan for Non-Employee Directors, of excerpts of our report dated February 2, 2010, with
respect to the estimation of the liability of Garlock Sealing Technologies LLC for pending and reasonably estimable unasserted future asbestos claims, which excerpts are included in this Annual Report (Form 10-K) of EnPro Industries, Inc. for the
year ended December 31, 2012.
/s/ Bates White, LLC
Washington, D.C.
February 21, 2013
Exhibit 24.1
POWER OF ATTORNEY
THE UNDERSIGNED director of EnPro Industries, Inc. (the Company), hereby appoints Robert S. McLean, and Alexander W. Pease, and each of them singly, with full power to act without the other
and with full power of substitution, his true and lawful attorneys-in-fact and agents, for him and in his name, place and stead, to execute on his behalf, the Companys Annual Report on Form 10-K for the fiscal year ended December 31,
2012, and to file the same with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, and grants unto said attorneys-in-fact and agents, and each of them, full power and authority to do and
perform each and every act and thing requisite and necessary to be done as fully as to all intents and purposes as he might or could do in person, and hereby ratifies and confirms all that such attorneys-in-fact or agents, or any of them, or their
substitutes shall lawfully do or cause to be done by virtue thereof.
EXECUTED on the 1st day of February 2013.
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/s// Thomas M. Botts |
Thomas M. Botts |
Exhibit 24.2
POWER OF ATTORNEY
THE UNDERSIGNED director of EnPro Industries, Inc. (the Company), hereby appoints Robert S. McLean and Alexander W. Pease, and each of them singly, with full power to act without the other and
with full power of substitution, his true and lawful attorneys-in-fact and agents, for him and in his name, place and stead, to execute on his behalf, the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2012,
and to file the same with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, and grants unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform
each and every act and thing requisite and necessary to be done as fully as to all intents and purposes as he might or could do in person, and hereby ratifies and confirms all that such attorneys-in-fact or agents, or any of them, or their
substitutes shall lawfully do or cause to be done by virtue thereof.
EXECUTED on the 5th day of February 2013.
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/s/ Peter C. Browning |
Peter C. Browning |
Exhibit 24.3
POWER OF ATTORNEY
THE UNDERSIGNED director of EnPro Industries, Inc. (the Company), hereby appoints Robert S. McLean and Alexander W. Pease, and each of them singly, with full power to act without the other and
with full power of substitution, his true and lawful attorneys-in-fact and agents, for him and in his name, place and stead, to execute on his behalf, the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2012,
and to file the same with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, and grants unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform
each and every act and thing requisite and necessary to be done as fully as to all intents and purposes as he might or could do in person, and hereby ratifies and confirms all that such attorneys-in-fact or agents, or any of them, or their
substitutes shall lawfully do or cause to be done by virtue thereof.
EXECUTED on the 1st day of February 2013.
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/s/ B. Bernard Burns, Jr. |
B. Bernard Burns, Jr. |
Exhibit 24.4
POWER OF ATTORNEY
THE UNDERSIGNED director of EnPro Industries, Inc. (the Company), hereby appoints Robert S. McLean and Alexander W. Pease, and each of them singly, with full power to act without the other and
with full power of substitution, his true and lawful attorneys-in-fact and agents, for him and in his name, place and stead, to execute on his behalf, the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2012,
and to file the same with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, and grants unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform
each and every act and thing requisite and necessary to be done as fully as to all intents and purposes as he might or could do in person, and hereby ratifies and confirms all that such attorneys-in-fact or agents, or any of them, or their
substitutes shall lawfully do or cause to be done by virtue thereof.
EXECUTED on the 5th day of February 2013.
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/s/ Diane C. Creel |
Diane C. Creel |
Exhibit 24.5
POWER OF ATTORNEY
THE UNDERSIGNED director of EnPro Industries, Inc. (the Company), hereby appoints Robert S. McLean and Alexander W. Pease, and each of them singly, with full power to act without the other and
with full power of substitution, his true and lawful attorneys-in-fact and agents, for him and in his name, place and stead, to execute on his behalf, the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2012,
and to file the same with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, and grants unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform
each and every act and thing requisite and necessary to be done as fully as to all intents and purposes as he might or could do in person, and hereby ratifies and confirms all that such attorneys-in-fact or agents, or any of them, or their
substitutes shall lawfully do or cause to be done by virtue thereof.
EXECUTED on the 5th day of February 2013.
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/s/ Kees van der Graaf |
Kees van der Graaf |
Exhibit 24.6
POWER OF ATTORNEY
THE UNDERSIGNED director of EnPro Industries, Inc. (the Company), hereby appoints Robert S. McLean and Alexander W. Pease, and each of them singly, with full power to act without the other and
with full power of substitution, his true and lawful attorneys-in-fact and agents, for him and in his name, place and stead, to execute on his behalf, the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2012,
and to file the same with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, and grants unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform
each and every act and thing requisite and necessary to be done as fully as to all intents and purposes as he might or could do in person, and hereby ratifies and confirms all that such attorneys-in-fact or agents, or any of them, or their
substitutes shall lawfully do or cause to be done by virtue thereof.
EXECUTED on the 4th day of February 2013.
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/s/ Gordon D. Harnett |
Gordon D. Harnett |
Exhibit 24.7
POWER OF ATTORNEY
THE UNDERSIGNED director of EnPro Industries, Inc. (the Company), hereby appoints Robert S. McLean and Alexander W. Pease, and each of them singly, with full power to act without the other and
with full power of substitution, his true and lawful attorneys-in-fact and agents, for him and in his name, place and stead, to execute on his behalf, the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2012,
and to file the same with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, and grants unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform
each and every act and thing requisite and necessary to be done as fully as to all intents and purposes as he might or could do in person, and hereby ratifies and confirms all that such attorneys-in-fact or agents, or any of them, or their
substitutes shall lawfully do or cause to be done by virtue thereof.
EXECUTED on the 5th day of February 2013.
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/s/ David L. Hauser |
David L. Hauser |
Exhibit 24.8
POWER OF ATTORNEY
THE UNDERSIGNED director of EnPro Industries, Inc. (the Company), hereby appoints Robert S. McLean and Alexander W. Pease, and each of them singly, with full power to act without the other and
with full power of substitution, his true and lawful attorneys-in-fact and agents, for him and in his name, place and stead, to execute on his behalf, the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2012,
and to file the same with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, and grants unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform
each and every act and thing requisite and necessary to be done as fully as to all intents and purposes as he might or could do in person, and hereby ratifies and confirms all that such attorneys-in-fact or agents, or any of them, or their
substitutes shall lawfully do or cause to be done by virtue thereof.
EXECUTED on the 5th day of February 2013.
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/s/ Wilbur J. Prezzano |
Wilbur J. Prezzano, Jr. |
Exhibit 31.1
CERTIFICATION
I, Stephen E. Macadam, President and Chief Executive Officer of EnPro Industries, Inc. (the registrant), certify that:
1. I have reviewed this report on Form 10-K of the registrant;
2. Based on my
knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect
to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrants other certifying officers and I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be
designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants
fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and
5. The registrants other certifying officers and I have disclosed, based on our most
recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which
are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting.
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Date: February 27, 2013 |
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/s/ Stephen E. Macadam |
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Stephen E. Macadam |
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President and Chief Executive Officer |
Exhibit 31.2
CERTIFICATION
I, Alexander W. Pease, Senior Vice President and Chief Financial Officer of EnPro Industries, Inc. (the registrant), certify that:
1. I have reviewed this report on Form 10-K of the registrant;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under
which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge,
the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this
report;
4. The registrants other certifying officers and I are responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be
designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants
fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and
5. The registrants other certifying officers and I have disclosed, based on our most
recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which
are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting.
|
|
|
|
|
Date: February 27, 2013 |
|
|
|
/s/ Alexander W. Pease |
|
|
|
|
Alexander W. Pease |
|
|
|
|
Senior Vice President and Chief Financial Officer |
Exhibit 32
CERTIFICATION
The undersigned chief executive officer and chief financial officer of the registrant each certifies pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002, that to his knowledge, this report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and that to his knowledge, the information contained in this report fairly presents, in all material
respects, the financial condition and results of operations of the registrant.
A signed original of this written statement
required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to
EnPro Industries, Inc. and will be retained by EnPro Industries, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.
|
|
|
|
|
|
|
Date: February 27, 2013 |
|
|
|
|
|
/s/ Stephen E. Macadam |
|
|
|
|
|
|
Stephen E. Macadam |
|
|
|
|
|
|
President and Chief Executive Officer |
|
|
|
|
Date: February 27, 2013 |
|
|
|
|
|
/s/ Alexander W. Pease |
|
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|
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|
Alexander W. Pease |
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|
|
Senior Vice President and Chief Financial Officer |
v2.4.0.6
Accrued Expenses (Tables)
|
12 Months Ended |
Dec. 31, 2012
|
Schedule of Accrued Expenses |
|
|
|
|
|
|
|
|
|
|
|
As of
December 31, |
|
|
|
2012 |
|
|
2011 |
|
|
|
(in
millions) |
|
Salaries, wages and employee
benefits
|
|
$ |
47.2 |
|
|
$ |
52.9 |
|
Interest
|
|
|
28.8 |
|
|
|
27.6 |
|
Other
|
|
|
45.8 |
|
|
|
39.0 |
|
|
|
|
|
|
|
|
|
|
|
|
$ |
121.8 |
|
|
$ |
119.5 |
|
|
|
|
|
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v2.4.0.6
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Carrying amount as of the balance sheet date of amounts expected to be recovered under the terms of insurance contracts.
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v2.4.0.6
Commitments and Contingencies (Tables)
|
12 Months Ended |
Dec. 31, 2012
|
Schedule Of Changes In Carrying Amount Of Product Warranty Liability |
Changes in the
carrying amount of the product warranty liability for the years
ended December 31, 2012 and 2011 are as follows:
|
|
|
|
|
|
|
|
|
|
|
2012 |
|
|
2011 |
|
|
|
(in
millions) |
|
Balance at beginning of
year
|
|
$ |
3.5 |
|
|
$ |
3.5 |
|
Charges to
expense
|
|
|
3.2 |
|
|
|
3.6 |
|
Settlements made (primarily
payments)
|
|
|
(2.6 |
) |
|
|
(3.6 |
) |
|
|
|
|
|
|
|
|
|
Balance at end of
period
|
|
$ |
4.1 |
|
|
$ |
3.5 |
|
|
|
|
|
|
|
|
|
|
|
Schedule of Future Insurance Proceeds |
policies, that
the following amounts should be collected in the years set out
below regardless of when the case concludes:
2013 –
$21.2 million
2014 –
$22 million
2015 –
$20 million
2016 –
$18 million
2017 –
$13 million
2018 –
$11 million
|
Schedule Of Future Minimum Lease Payments |
Future minimum
lease payments by year and in the aggregate, under noncancelable
operating leases with initial or remaining noncancelable lease
terms in excess of one year, consisted of the following at
December 31, 2012 (in millions):
|
|
|
|
|
2013
|
|
$ |
13.4 |
|
2014
|
|
|
11.2 |
|
2015
|
|
|
9.4 |
|
2016
|
|
|
7.8 |
|
2017
|
|
|
6.9 |
|
Thereafter
|
|
|
7.6 |
|
|
|
|
|
|
Total minimum
payments
|
|
$ |
56.3 |
|
|
|
|
|
|
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v2.4.0.6
Fair Value Measurements - Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) (USD $) In Millions, unless otherwise specified
|
Dec. 31, 2012
|
Dec. 31, 2011
|
Fair Value, Option, Qualitative Disclosures Related to Election [Line Items] |
|
|
Cash equivalents |
$ 21.9 |
$ 13.0 |
Assets measured at fair value |
29.4 |
20.0 |
Liabilities measured at fair value |
7.4 |
7.3 |
European Government Money Market [Member]
|
|
|
Fair Value, Option, Qualitative Disclosures Related to Election [Line Items] |
|
|
Cash equivalents |
21.9 |
13.0 |
Guaranteed Investment Contract [Member]
|
|
|
Fair Value, Option, Qualitative Disclosures Related to Election [Line Items] |
|
|
Assets measured at fair value |
2.6 |
2.5 |
Foreign Currency Derivatives [Member]
|
|
|
Fair Value, Option, Qualitative Disclosures Related to Election [Line Items] |
|
|
Assets measured at fair value |
0.4 |
1.2 |
Liabilities measured at fair value |
0.9 |
2.1 |
Deferred Compensation [Member]
|
|
|
Fair Value, Option, Qualitative Disclosures Related to Election [Line Items] |
|
|
Assets measured at fair value |
4.5 |
3.3 |
Liabilities measured at fair value |
6.5 |
5.2 |
Level 1 [Member]
|
|
|
Fair Value, Option, Qualitative Disclosures Related to Election [Line Items] |
|
|
Cash equivalents |
21.9 |
13.0 |
Assets measured at fair value |
26.4 |
16.3 |
Liabilities measured at fair value |
6.5 |
5.2 |
Level 1 [Member] | European Government Money Market [Member]
|
|
|
Fair Value, Option, Qualitative Disclosures Related to Election [Line Items] |
|
|
Cash equivalents |
21.9 |
13.0 |
Level 1 [Member] | Guaranteed Investment Contract [Member]
|
|
|
Fair Value, Option, Qualitative Disclosures Related to Election [Line Items] |
|
|
Assets measured at fair value |
|
|
Level 1 [Member] | Deferred Compensation [Member]
|
|
|
Fair Value, Option, Qualitative Disclosures Related to Election [Line Items] |
|
|
Assets measured at fair value |
4.5 |
3.3 |
Liabilities measured at fair value |
6.5 |
5.2 |
Level 2 [Member]
|
|
|
Fair Value, Option, Qualitative Disclosures Related to Election [Line Items] |
|
|
Assets measured at fair value |
3.0 |
3.7 |
Liabilities measured at fair value |
0.9 |
2.1 |
Level 2 [Member] | Guaranteed Investment Contract [Member]
|
|
|
Fair Value, Option, Qualitative Disclosures Related to Election [Line Items] |
|
|
Assets measured at fair value |
2.6 |
2.5 |
Level 2 [Member] | Foreign Currency Derivatives [Member]
|
|
|
Fair Value, Option, Qualitative Disclosures Related to Election [Line Items] |
|
|
Assets measured at fair value |
0.4 |
1.2 |
Liabilities measured at fair value |
$ 0.9 |
$ 2.1 |
X |
- Definition
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v2.4.0.6
Business Segment Information (Tables)
|
12 Months Ended |
Dec. 31, 2012
|
Schedule of Segment Operating Results and Other Financial Data |
Segment
operating results and other financial data for the years ended
December 31, 2012, 2011, and 2010 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended
December 31, |
|
|
|
2012 |
|
|
2011 |
|
|
2010 |
|
|
|
(in
millions) |
|
Sales
|
|
|
|
|
|
|
|
|
|
|
|
|
Sealing Products
|
|
$ |
609.1 |
|
|
$ |
534.9 |
|
|
$ |
397.6 |
|
Engineered
Products
|
|
|
363.0 |
|
|
|
386.7 |
|
|
|
302.5 |
|
Engine Products and
Services
|
|
|
214.6 |
|
|
|
185.8 |
|
|
|
166.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,186.7 |
|
|
|
1,107.4 |
|
|
|
866.1 |
|
Intersegment
sales
|
|
|
(2.5 |
) |
|
|
(1.9 |
) |
|
|
(1.1 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total sales
|
|
$ |
1,184.2 |
|
|
$ |
1,105.5 |
|
|
$ |
865.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment Profit
|
|
|
|
|
|
|
|
|
|
|
|
|
Sealing Products
|
|
$ |
88.8 |
|
|
$ |
81.2 |
|
|
$ |
70.3 |
|
Engineered
Products
|
|
|
20.5 |
|
|
|
29.2 |
|
|
|
16.3 |
|
Engine Products and
Services
|
|
|
39.2 |
|
|
|
30.6 |
|
|
|
35.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total segment
profit
|
|
|
148.5 |
|
|
|
141.0 |
|
|
|
122.1 |
|
|
|
|
|
Corporate
expenses
|
|
|
(32.3 |
) |
|
|
(32.6 |
) |
|
|
(36.7 |
) |
Asbestos-related
expenses
|
|
|
— |
|
|
|
— |
|
|
|
(23.3 |
) |
Gain on deconsolidation of
GST
|
|
|
— |
|
|
|
— |
|
|
|
54.1 |
|
Interest expense,
net
|
|
|
(42.8 |
) |
|
|
(39.6 |
) |
|
|
(25.9 |
) |
|
|
|
|
Other expense,
net
|
|
|
(9.9 |
) |
|
|
(3.8 |
) |
|
|
(7.7 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing
operations before income taxes
|
|
$ |
63.5 |
|
|
$ |
65.0 |
|
|
$ |
82.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Schedule of Segment Related Capital Expenditure, Depreciation and Amortization on those Expenditures |
No customer
accounted for 10% or more of net sales in 2012, 2011 or
2010.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended
December 31, |
|
|
|
2012 |
|
|
2011 |
|
|
2010 |
|
|
|
(in
millions) |
|
Capital
Expenditures
|
|
|
|
|
|
|
|
|
|
|
|
|
Sealing Products
|
|
$ |
9.7 |
|
|
$ |
10.9 |
|
|
$ |
8.4 |
|
Engineered
Products
|
|
|
20.9 |
|
|
|
11.9 |
|
|
|
7.4 |
|
Engine Products and
Services
|
|
|
4.9 |
|
|
|
8.4 |
|
|
|
5.9 |
|
Corporate
|
|
|
0.1 |
|
|
|
0.3 |
|
|
|
0.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total capital
expenditures
|
|
$ |
35.6 |
|
|
$ |
31.5 |
|
|
$ |
21.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and
Amortization Expense
|
|
|
|
|
|
|
|
|
|
|
|
|
Sealing Products
|
|
$ |
30.3 |
|
|
$ |
22.9 |
|
|
$ |
16.7 |
|
Engineered
Products
|
|
|
21.8 |
|
|
|
21.5 |
|
|
|
18.4 |
|
Engine Products and
Services
|
|
|
3.1 |
|
|
|
3.6 |
|
|
|
3.9 |
|
Corporate
|
|
|
0.3 |
|
|
|
0.4 |
|
|
|
0.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total depreciation and
amortization
|
|
$ |
55.5 |
|
|
$ |
48.4 |
|
|
$ |
39.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Schedule of Net Sales by Geographical Area |
Net Sales by Geographic
Area
|
|
|
|
|
|
|
|
|
|
|
|
|
United States
|
|
$ |
654.2 |
|
|
$ |
561.3 |
|
|
$ |
453.7 |
|
Europe
|
|
|
305.0 |
|
|
|
321.4 |
|
|
|
251.0 |
|
Other foreign
|
|
|
225.0 |
|
|
|
222.8 |
|
|
|
160.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
1,184.2 |
|
|
$ |
1,105.5 |
|
|
$ |
865.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Schedule of Long Lived Assets Segment |
|
|
|
Long-Lived
Assets
|
|
|
|
|
|
|
|
|
United States
|
|
$ |
114.1 |
|
|
$ |
95.4 |
|
France
|
|
|
23.4 |
|
|
|
20.9 |
|
Other Europe
|
|
|
34.7 |
|
|
|
33.7 |
|
Other foreign
|
|
|
13.3 |
|
|
|
14.2 |
|
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
185.5 |
|
|
$ |
164.2 |
|
|
|
|
|
|
|
|
|
|
|
Schedule of Total Assets Segment |
|
|
|
|
|
|
|
|
|
|
|
As of
December 31, |
|
|
|
2012 |
|
|
2011 |
|
|
|
(in
millions) |
|
Assets
|
|
|
|
|
|
|
|
|
Sealing Products
|
|
$ |
528.8 |
|
|
$ |
474.8 |
|
Engineered
Products
|
|
|
318.5 |
|
|
|
324.3 |
|
Engine Products and
Services
|
|
|
121.8 |
|
|
|
99.1 |
|
Corporate
|
|
|
401.8 |
|
|
|
353.9 |
|
|
|
|
|
|
|
|
|
|
|
|
$ |
1,370.9 |
|
|
$ |
1,252.1 |
|
|
|
|
|
|
|
|
|
|
|
X |
- Definition
Tabular disclosure of all significant reconciling items in the reconciliation of total assets from reportable segments to the entity's consolidated assets.
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-Section 50
-Paragraph 41
-Subparagraph (b)
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v2.4.0.6
Other Income (Expense) (Tables)
|
12 Months Ended |
Dec. 31, 2012
|
Schedule of Restructuring Reserves |
Restructuring
reserves at December 31, 2012, as well as activity during the
year, consisted of:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
December 31,
2011 |
|
|
Provision |
|
|
Payments |
|
|
Balance
December 31,
2012 |
|
|
|
(in
millions) |
|
Personnel-related
costs
|
|
$ |
— |
|
|
$ |
2.8 |
|
|
$ |
(2.7 |
) |
|
$ |
0.1 |
|
Facility relocation and
closure and costs
|
|
|
0.6 |
|
|
|
2.2 |
|
|
|
(2.0 |
) |
|
|
0.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
0.6 |
|
|
$ |
5.0 |
|
|
$ |
(4.7 |
) |
|
$ |
0.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restructuring
reserves at December 31, 2011, as well as activity during the
year, consisted of:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
December 31,
2010 |
|
|
Provision |
|
|
Payments |
|
|
Balance
December 31,
2011 |
|
|
|
(in
millions) |
|
Personnel-related
costs
|
|
$ |
0.7 |
|
|
$ |
0.1 |
|
|
$ |
(0.8 |
) |
|
$ |
— |
|
Facility relocation
costs
|
|
|
0.2 |
|
|
|
1.3 |
|
|
|
(0.9 |
) |
|
|
0.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
0.9 |
|
|
$ |
1.4 |
|
|
$ |
(1.7 |
) |
|
$ |
0.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restructuring
reserves at December 31, 2010, as well as activity during the
year, consisted of:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
December 31,
2009 |
|
|
Provision |
|
|
Payments |
|
|
Balance
December 31,
2010 |
|
|
|
(in
millions) |
|
Personnel-related
costs
|
|
$ |
2.6 |
|
|
$ |
0.5 |
|
|
$ |
(2.4 |
) |
|
$ |
0.7 |
|
Facility demolition and
relocation costs
|
|
|
0.4 |
|
|
|
0.4 |
|
|
|
(0.6 |
) |
|
|
0.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
3.0 |
|
|
$ |
0.9 |
|
|
$ |
(3.0 |
) |
|
$ |
0.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Schedule of Restructuring Costs By Reportable Segment |
Restructuring
costs by reportable segment are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31, |
|
|
|
2012 |
|
|
2011 |
|
|
2010 |
|
|
|
(in
millions) |
|
Sealing Products
|
|
$ |
1.5 |
|
|
$ |
1.3 |
|
|
$ |
0.4 |
|
Engineered
Products
|
|
|
3.5 |
|
|
|
0.1 |
|
|
|
0.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
5.0 |
|
|
$ |
1.4 |
|
|
$ |
0.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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- Definition
Carrying amount of long-term debt, net of unamortized discount or premium, including current and noncurrent amounts. Includes, but not limited to, notes payable, bonds payable, debentures, mortgage loans and commercial paper. Excludes capital lease obligations.
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v2.4.0.6
Related Party Transactions - Additional Information (Detail) (USD $) In Millions, unless otherwise specified
|
Dec. 31, 2012
|
Dec. 31, 2011
|
Jan. 01, 2010
Majority-Owned Subsidiary, Unconsolidated [Member]
|
Jan. 01, 2010
Subsidiary of Common Parent [Member]
|
Dec. 31, 2012
Intercompany Notes [Member]
|
Dec. 31, 2011
Intercompany Notes [Member]
|
Dec. 31, 2012
Garlock Sealing Technologies [Member]
|
Dec. 31, 2011
Garlock Sealing Technologies [Member]
|
Related Party Transaction [Line Items] |
|
|
|
|
|
|
|
|
Short-term borrowings |
$ 10.1 |
$ 9.9 |
|
|
|
|
$ 10.1 |
$ 9.9 |
Amended and Restated Promissory Note |
248.1 |
237.4 |
73.4 |
153.8 |
|
|
|
|
Interest rate, stated percentage |
3.9375% |
|
|
|
11.00% |
|
|
|
Intercompany notes, interest payable in cash, percentage |
|
|
|
|
6.50% |
|
|
|
Intercompany notes, interest paid in kind added to principal amount, percentage |
|
|
|
|
4.50% |
|
|
|
Intercompany notes, interest paid in kind added to principal balance, value |
10.7 |
10.2 |
|
|
10.7 |
10.2 |
|
|
Notional amount outstanding foreign exchange forward contracts |
$ 130.4 |
$ 125.5 |
|
|
|
|
$ 21.9 |
|
X |
- Definition
Paid in kind interest paid as a percentage of the principal of intercompany notes
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v2.4.0.6
Pensions and Postretirement Benefits - Schedule of Asset Allocation for Pension Plans and Target Allocation by Asset Category (Detail)
|
|
|
12 Months Ended |
|
|
12 Months Ended |
|
|
12 Months Ended |
Dec. 31, 2012
|
Dec. 31, 2011
|
Dec. 31, 2012
Target Allocation 2013 [Member]
|
Dec. 31, 2012
Equity Securities [Member]
|
Dec. 31, 2011
Equity Securities [Member]
|
Dec. 31, 2012
Equity Securities [Member]
Target Allocation 2013 [Member]
|
Dec. 31, 2012
Fixed Income [Member]
|
Dec. 31, 2011
Fixed Income [Member]
|
Dec. 31, 2012
Fixed Income [Member]
Target Allocation 2013 [Member]
|
Pension Plans, Postretirement and Other Employee Benefits [Line Items] |
|
|
|
|
|
|
|
|
|
Target Allocation |
|
|
100.00% |
|
|
65.00% |
|
|
35.00% |
Plan Assets |
100.00% |
100.00% |
|
65.00% |
63.00% |
|
35.00% |
37.00% |
|
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X |
- Definition
The amount of cash paid during the reporting period for charges associated with the consolidation and relocation of operations, disposition or abandonment of operations or productive assets (that is, for reorganizing and restructuring charges and other related expenses). These charges may be incurred in connection with a business combination, change in strategic plan, a managerial response to declines in demand, increasing costs or other environmental factors.
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Garlock Sealing Technologies LLC and Garrison Litigation Management Group, Ltd. - Schedule of Condensed Combined Balance Sheets (Parenthetical) (Detail) (USD $) In Millions, unless otherwise specified
|
Jun. 30, 2010
|
Dec. 31, 2012
Garlock Sealing Technologies [Member]
|
Accrued asbestos liability |
$ 472.1 |
$ 466.8 |
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Carrying amount as of the balance sheet date of reserves for the costs of settling insured claims and costs incurred in the claims settlement process attributable to asbestos and environmental claims, before estimated recoveries from reinsurers.
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Long-Term Debt - Additional Information (Detail) (USD $)
|
12 Months Ended |
Dec. 31, 2012
D
|
Line of Credit Facility [Line Items] |
|
Aggregate principal amount |
$ 208,800,000 |
Interest rate of debentures |
3.9375% |
Initial conversion rate, shares |
29.5972 |
Principal amount of debentures |
1,000 |
Initial conversion price, per share |
$ 33.79 |
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20 |
Number of consecutive trading days in measurement period |
30 |
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$ 46.78 |
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225,000,000 |
Letter Of Credit [Member]
|
|
Line of Credit Facility [Line Items] |
|
Letter of credit outstanding |
3,800,000 |
Credit Facility [Member]
|
|
Line of Credit Facility [Line Items] |
|
Credit facility maximum availability |
175,000,000 |
Credit facility borrowing capacity |
90,700,000 |
Revolver Borrowings [Member]
|
|
Line of Credit Facility [Line Items] |
|
Credit facility borrowings outstanding |
34,200,000 |
3.9375% Debenture [Member]
|
|
Line of Credit Facility [Line Items] |
|
Aggregate principal amount |
$ 172,500,000 |
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3.9375% |
Prime Rate [Member]
|
|
Line of Credit Facility [Line Items] |
|
Adjusted LIBOR rate interest spread |
1.00% |
Libor Rate [Member]
|
|
Line of Credit Facility [Line Items] |
|
Adjusted LIBOR rate interest spread |
2.00% |
Minimum [Member]
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|
Line of Credit Facility [Line Items] |
|
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98.00% |
Minimum [Member] | Prime Rate [Member]
|
|
Line of Credit Facility [Line Items] |
|
Adjusted LIBOR rate interest spread |
0.75% |
Minimum [Member] | Libor Rate [Member]
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|
Line of Credit Facility [Line Items] |
|
Adjusted LIBOR rate interest spread |
1.75% |
Maximum [Member] | Prime Rate [Member]
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|
Line of Credit Facility [Line Items] |
|
Adjusted LIBOR rate interest spread |
1.25% |
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v2.4.0.6
Pensions and Postretirement Benefits - Schedule of Weighted-Average Assumptions Used to Determine Benefit Obligations and Net Periodic Benefit Cost (Detail)
|
12 Months Ended |
Dec. 31, 2012
|
Dec. 31, 2011
|
Dec. 31, 2010
|
Pension Benefits [Member]
|
|
|
|
Pension Plans, Postretirement and Other Employee Benefits [Line Items] |
|
|
|
Benefit Obligations, Discount rate |
4.00% |
4.25% |
5.50% |
Benefit Obligations, Rate of compensation increase |
3.00% |
4.00% |
4.00% |
Net Periodic Benefit Cost, Discount rate |
4.25% |
5.50% |
6.00% |
Net Periodic Benefit Cost, Expected long-term return on plan assets |
8.00% |
8.00% |
8.00% |
Net Periodic Benefit Cost, Rate of compensation increase |
4.00% |
4.00% |
4.00% |
Other Benefits [Member]
|
|
|
|
Pension Plans, Postretirement and Other Employee Benefits [Line Items] |
|
|
|
Benefit Obligations, Discount rate |
4.25% |
4.25% |
5.50% |
Benefit Obligations, Rate of compensation increase |
4.00% |
4.00% |
4.00% |
Net Periodic Benefit Cost, Discount rate |
4.25% |
5.50% |
6.00% |
Net Periodic Benefit Cost, Rate of compensation increase |
4.00% |
4.00% |
4.00% |
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Including current and noncurrent portions, aggregate carrying amount of long-term borrowings as of the balance sheet date before deducting unamortized discount or premiums (if any). May include notes payable, bonds payable, commercial loans, mortgage loans, convertible debt, subordinated debt and other types of debt, which had initial maturities beyond one year or beyond the normal operating cycle, if longer.
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v2.4.0.6
Garlock Sealing Technologies LLC and Garrison Litigation Management Group, Ltd.
|
12 Months Ended |
Dec. 31, 2012
|
Garlock Sealing Technologies LLC and Garrison Litigation Management Group, Ltd. |
18. |
|
Garlock Sealing
Technologies LLC and Garrison Litigation Management Group,
Ltd. |
On the Petition
Date, GST LLC, Anchor and Garrison filed voluntary petitions for
reorganization under Chapter 11 of the United States Bankruptcy
Code in the Bankruptcy Court. The filings were the initial step in
a claims resolution process, which is ongoing. The goal of the
process is an efficient and permanent resolution of all current and
future asbestos claims through court approval of a plan of
reorganization, which typically would establish a trust to which
all asbestos claims would be channeled for resolution. GST intends
to seek an agreement with asbestos claimants and other creditors on
the terms of a plan for the establishment of such a trust and
repayment of other creditors in full, or in the absence of such an
agreement, an order of the Bankruptcy Court confirming such a
plan.
In November
2011, GST filed a proposed plan of reorganization with the
Bankruptcy Court. The proposed plan calls for a trust to be formed,
to which GST and affiliates would contribute $200 million and which
would be the exclusive remedy for future asbestos personal injury
claimants – those whose claims arise after confirmation of
the plan. The proposed plan provides that each present asbestos
personal injury claim, i.e., any pending claim or one that arises
between the Petition Date and plan confirmation, will be assumed by
reorganized GST and resolved either by settlement (pursuant to a
matrix contained in the proposed plan or as otherwise agreed), or
by payment in full of any final judgment entered after trial in
federal court. Based on a preliminary estimate provided by Bates
White, the estimation expert retained by counsel to GST prior to
the time that GST filed its proposed plan, GST estimates that the
indemnity costs to resolve all present claims pursuant to the
settlement matrix in the plan would cost the reorganized GST
approximately $70 million. Under the proposed plan, all
non-asbestos claimants would be paid the full value of their
claims.
GST’s
proposed plan is opposed by the Official Committee of Asbestos
Personal Injury Claimants (the “Claimants’
Committee”) and Future Claimants’ Representative (the
“FCR”) and is unlikely to be approved in its current
form. The Claimants’ Committee and FCR have announced their
intention to file a competing proposed plan of
reorganization.
On
April 13, 2012, the Bankruptcy Court granted a motion by GST
for the Bankruptcy Court to estimate the allowed amount of present
and future asbestos claims against GST for mesothelioma, a rare
cancer attributed to asbestos exposure, for purposes of determining
the feasibility of a potential proposed plan of reorganization. The
estimation trial is scheduled to occur in the third quarter of
2013.
Through
December 31, 2012, GST has recorded reorganization costs,
including fees and expenses, in the Chapter 11 case totaling $57.4
million. The total includes $31.3 million for fees and expenses of
GST’s counsel and experts; $21.3 million for fees and
expenses of counsel and experts for the asbestos claimants’
committee, and $4.8 million for the fees and expenses of the future
claims representative and his counsel and experts. GST recorded
$31.4 million of those case-related fees and expenses in 2012,
$17.0 million in 2011, and $9.0 million in 2010.
Financial
Results
Condensed
combined financial information for GST is set forth below,
presented on a historical cost basis.
GST
(Debtor-in-Possession)
Condensed
Combined Statements of Comprehensive Income
Years Ended
December 31, 2012, 2011 and 2010
(in
millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2012 |
|
|
2011 |
|
|
2010 |
|
Net sales
|
|
$ |
240.1 |
|
|
$ |
236.1 |
|
|
$ |
198.3 |
|
Cost of sales
|
|
|
145.3 |
|
|
|
144.7 |
|
|
|
122.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
94.8 |
|
|
|
91.4 |
|
|
|
75.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating
expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling, general and
administrative
|
|
|
45.1 |
|
|
|
45.4 |
|
|
|
44.6 |
|
Asbestos-related
|
|
|
(1.6 |
) |
|
|
2.7 |
|
|
|
24.4 |
|
Other
|
|
|
1.7 |
|
|
|
0.8 |
|
|
|
0.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
45.2 |
|
|
|
48.9 |
|
|
|
69.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income
|
|
|
49.6 |
|
|
|
42.5 |
|
|
|
6.7 |
|
Interest income,
net
|
|
|
27.9 |
|
|
|
26.8 |
|
|
|
25.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before reorganization
expenses and income taxes
|
|
|
77.5 |
|
|
|
69.3 |
|
|
|
32.2 |
|
Reorganization
expenses
|
|
|
(31.4 |
) |
|
|
(17.0 |
) |
|
|
(9.0 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income
taxes
|
|
|
46.1 |
|
|
|
52.3 |
|
|
|
23.2 |
|
Income tax
expense
|
|
|
(16.3 |
) |
|
|
(19.6 |
) |
|
|
(8.2 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$ |
29.8 |
|
|
$ |
32.7 |
|
|
$ |
15.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive
income
|
|
$ |
30.4 |
|
|
$ |
31.6 |
|
|
$ |
19.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GST
(Debtor-in-Possession)
Condensed
Combined Statements of Cash Flows
Years Ended
December 31, 2012, 2011 and 2010
(in
millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2012 |
|
|
2011 |
|
|
2010 |
|
Net cash flows from
operating activities
|
|
$ |
31.9 |
|
|
$ |
44.2 |
|
|
$ |
66.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investing
activities
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchases of property, plant
and equipment
|
|
|
(6.9 |
) |
|
|
(3.3 |
) |
|
|
(3.6 |
) |
Net receipts from loans to
affiliates
|
|
|
0.5 |
|
|
|
13.1 |
|
|
|
22.7 |
|
Purchase of held-to-maturity
securities
|
|
|
(110.0 |
) |
|
|
— |
|
|
|
— |
|
Receipts from (deposits
into) restricted cash accounts
|
|
|
1.4 |
|
|
|
(6.5 |
) |
|
|
— |
|
Acquisitions, net of cash
acquired
|
|
|
— |
|
|
|
(7.5 |
) |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used
in) investing activities
|
|
|
(115.0 |
) |
|
|
(4.2 |
) |
|
|
19.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect of exchange rate
changes on cash and cash equivalents
|
|
|
0.4 |
|
|
|
(0.8 |
) |
|
|
0.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase in cash and
cash equivalents
|
|
|
(82.7 |
) |
|
|
39.2 |
|
|
|
85.6 |
|
Cash and cash equivalents at
beginning of year
|
|
|
126.3 |
|
|
|
87.1 |
|
|
|
1.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at
end of year
|
|
$ |
43.6 |
|
|
$ |
126.3 |
|
|
$ |
87.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GST
(Debtor-in-Possession)
Condensed
Combined Balance Sheets
As of
December 31, 2012 and 2011
(in
millions)
|
|
|
|
|
|
|
|
|
|
|
2012 |
|
|
2011 |
|
Assets:
|
|
|
|
|
|
|
|
|
Current assets
|
|
$ |
168.2 |
|
|
$ |
237.0 |
|
U.S. Treasury
securities
|
|
|
110.0 |
|
|
|
— |
|
Asbestos insurance
receivable
|
|
|
120.7 |
|
|
|
142.3 |
|
Deferred income
taxes
|
|
|
124.8 |
|
|
|
131.0 |
|
Notes receivable from
affiliate
|
|
|
237.4 |
|
|
|
227.2 |
|
Other assets
|
|
|
74.3 |
|
|
|
74.1 |
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$ |
835.4 |
|
|
$ |
811.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities and
Shareholder’s Equity:
|
|
|
|
|
|
|
|
|
Current
liabilities
|
|
$ |
76.9 |
|
|
$ |
65.9 |
|
Other liabilities
|
|
|
10.8 |
|
|
|
27.6 |
|
Liabilities subject to
compromise (A)
|
|
|
468.4 |
|
|
|
469.2 |
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
556.1 |
|
|
|
562.7 |
|
Shareholder’s
equity
|
|
|
279.3 |
|
|
|
248.9 |
|
|
|
|
|
|
|
|
|
|
Total liabilities and
shareholder’s equity
|
|
$ |
835.4 |
|
|
$ |
811.6 |
|
|
|
|
|
|
|
|
|
|
(A) |
Liabilities subject to compromise include pre-petition
unsecured claims which may be resolved at amounts different from
those recorded in the condensed combined balance sheets.
Liabilities subject to compromise consist principally of
asbestos-related claims. GST has undertaken to project the number
and ultimate cost of all present and future bodily injury claims
expected to be asserted, based on actuarial principles, and to
measure probable and estimable liabilities under generally accepted
accounting principles. GST has accrued $466.8 million as of
December 31, 2012. The estimate indicated for those
asbestos-related claims reflects the point in a wide range of
possible outcomes determined based on historical facts and
circumstances prior to the Petition Date as our estimate of the
cost to resolve asbestos-related personal injury cases and claims
against GST as they would have been resolved in the state courts or
by settlements over a ten-year period from April 1, 2010
through March 31, 2020. GST adjusts this estimate to reflect
payments of previously accrued but unpaid legal fees and to reflect
the results of appeals. Otherwise, GST does not expect to adjust
the estimate unless developments in the Chapter 11 proceeding
provide a reasonable basis for a revised estimate. GST intends to
use the claims resolution process in Chapter 11 to determine the
validity and ultimate amount of its aggregate liability for
asbestos-related claims. Due to the uncertainties of
asbestos-related litigation and the Chapter 11 process, GST’s
ultimate liability could differ materially from the recorded
liability. See Note 19, “Commitments and Contingencies
– Asbestos.”
|
|
X |
- Definition
The entire disclosure for the description and amounts of reorganization under Chapter 11 of the US Bankruptcy Code.
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v2.4.0.6
Overview, Significant Accounting Policies and Recently Issued Accounting Pronouncements - Additional Information (Detail) (USD $) In Millions, unless otherwise specified
|
12 Months Ended |
|
Dec. 31, 2012
|
Dec. 31, 2011
|
Dec. 31, 2010
|
Oct. 31, 2005
|
New Accounting Pronouncements or Change in Accounting Principle [Line Items] |
|
|
|
|
Payments for capitalized internal-use software |
$ 5.3 |
$ 2.8 |
$ 2.2 |
|
Operating income |
107.5 |
101.7 |
54.4 |
|
Foreign currency transaction gains (losses) |
0.3 |
(0.9) |
2.1 |
|
Total research and development expenditures |
10.8 |
14.6 |
12.4 |
|
Retentions |
3.6 |
5.5 |
|
|
Long-term retentions |
2.9 |
0.7 |
|
|
Percentage of inventories were valued by the LIFO method |
37.00% |
33.00% |
|
|
Discounted cash flow valuation percentage |
70.00% |
|
|
|
Market Valuation Percentage |
30.00% |
|
|
|
Fair value of reporting unit in excess of book value percentage |
10.00% |
|
|
|
Goodwill |
220.4 |
201.2 |
112.1 |
|
Intangible assets estimated useful lives, minimum, in years |
2 years |
|
|
|
Intangible assets estimated useful lives, maximum, in years |
25 years |
|
|
|
Aggregate principal amount |
208.8 |
|
|
|
Interest rate, stated percentage |
3.9375% |
|
|
|
Convertible Senior Debentures fair value |
|
|
|
111.2 |
Unamortized debt discount |
23.5 |
30.4 |
|
61.3 |
Debt effective interest rate |
9.50% |
|
|
|
Convertible debt carrying amount |
149.0 |
142.1 |
|
|
Amortization of debt discount |
6.9 |
6.3 |
5.8 |
|
Contractual interest coupon expense |
6.8 |
6.8 |
6.8 |
|
Notional amount of cash flow hedges |
45.3 |
|
|
|
Notional amount of non-hedge foreign currency derivatives |
85.1 |
|
|
|
Notional amount of foreign exchange contracts hedging foreign currency transactions |
130.4 |
125.5 |
|
|
Minimum [Member]
|
|
|
|
|
New Accounting Pronouncements or Change in Accounting Principle [Line Items] |
|
|
|
|
Minimum percentage of tax benefit, recognition threshold for the tax position |
50.00% |
|
|
|
Building Improvements [Member] | Minimum [Member]
|
|
|
|
|
New Accounting Pronouncements or Change in Accounting Principle [Line Items] |
|
|
|
|
Property, plant and equipment, in years |
3 years |
|
|
|
Building Improvements [Member] | Maximum [Member]
|
|
|
|
|
New Accounting Pronouncements or Change in Accounting Principle [Line Items] |
|
|
|
|
Property, plant and equipment, in years |
40 years |
|
|
|
Machinery and Equipment [Member] | Minimum [Member]
|
|
|
|
|
New Accounting Pronouncements or Change in Accounting Principle [Line Items] |
|
|
|
|
Property, plant and equipment, in years |
3 years |
|
|
|
Machinery and Equipment [Member] | Maximum [Member]
|
|
|
|
|
New Accounting Pronouncements or Change in Accounting Principle [Line Items] |
|
|
|
|
Property, plant and equipment, in years |
10 years |
|
|
|
CPI [Member]
|
|
|
|
|
New Accounting Pronouncements or Change in Accounting Principle [Line Items] |
|
|
|
|
Goodwill |
55.4 |
|
|
|
Contracts Accounted for under Percentage of Completion [Member]
|
|
|
|
|
New Accounting Pronouncements or Change in Accounting Principle [Line Items] |
|
|
|
|
Recognized revenues |
67.3 |
9.6 |
|
|
Operating income |
13.1 |
1.5 |
|
|
3.9375% Debenture [Member]
|
|
|
|
|
New Accounting Pronouncements or Change in Accounting Principle [Line Items] |
|
|
|
|
Aggregate principal amount |
$ 172.5 |
|
|
|
Interest rate, stated percentage |
3.9375% |
|
|
|
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v2.4.0.6
Fair Value Measurements (Tables)
|
12 Months Ended |
Dec. 31, 2012
|
Assets and Liabilities Measured at Fair Value on Recurring Basis |
Assets and
liabilities measured at fair value on a recurring basis are
summarized as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurements
as of
December 31, 2012 |
|
|
|
Total |
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
|
(in
millions) |
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash equivalents:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
European government money
market
|
|
$ |
21.9 |
|
|
$ |
21.9 |
|
|
$ |
— |
|
|
$ |
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
21.9 |
|
|
|
21.9 |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Guaranteed investment
contract
|
|
|
2.6 |
|
|
|
— |
|
|
|
2.6 |
|
|
|
— |
|
Foreign currency
derivatives
|
|
|
0.4 |
|
|
|
— |
|
|
|
0.4 |
|
|
|
— |
|
Deferred compensation
assets
|
|
|
4.5 |
|
|
|
4.5 |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
29.4 |
|
|
$ |
26.4 |
|
|
$ |
3.0 |
|
|
$ |
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred compensation
liabilities
|
|
$ |
6.5 |
|
|
$ |
6.5 |
|
|
$ |
— |
|
|
$ |
— |
|
Foreign currency
derivatives
|
|
|
0.9 |
|
|
|
— |
|
|
|
0.9 |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
7.4 |
|
|
$ |
6.5 |
|
|
$ |
0.9 |
|
|
$ |
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurements
as of
December 31, 2011 |
|
|
|
Total |
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
|
(in
millions) |
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash equivalents:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
European government money
market
|
|
$ |
13.0 |
|
|
$ |
13.0 |
|
|
$ |
— |
|
|
$ |
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13.0 |
|
|
|
13.0 |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Guaranteed investment
contract
|
|
|
2.5 |
|
|
|
— |
|
|
|
2.5 |
|
|
|
— |
|
Foreign currency
derivatives
|
|
|
1.2 |
|
|
|
— |
|
|
|
1.2 |
|
|
|
— |
|
Deferred compensation
assets
|
|
|
3.3 |
|
|
|
3.3 |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
20.0 |
|
|
$ |
16.3 |
|
|
$ |
3.7 |
|
|
$ |
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred compensation
liabilities
|
|
$ |
5.2 |
|
|
$ |
5.2 |
|
|
$ |
— |
|
|
$ |
— |
|
Foreign currency
derivatives
|
|
|
2.1 |
|
|
|
— |
|
|
|
2.1 |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
7.3 |
|
|
$ |
5.2 |
|
|
$ |
2.1 |
|
|
$ |
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Schedule of Carrying Value of Financial Instruments |
The carrying
values of our significant financial instruments reflected in the
Consolidated Balance Sheets approximate their respective fair
values, except for the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
2012 |
|
|
December 31,
2011 |
|
|
|
Carrying
Value |
|
|
Fair
Value |
|
|
Carrying
Value |
|
|
Fair
Value |
|
|
|
(in
millions) |
|
Long-term debt
|
|
$ |
185.3 |
|
|
$ |
261.6 |
|
|
$ |
150.2 |
|
|
$ |
217.4 |
|
Notes payable to
GST
|
|
$ |
248.1 |
|
|
$ |
268.2 |
|
|
$ |
237.4 |
|
|
$ |
239.8 |
|
|
X |
- Definition
Tabular disclosure of the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments, assets, and liabilities. Such certain disclosures about the financial instruments, assets, and liabilities include: (1) the fair value of the required items together with their carrying amounts (as appropriate) and (2) the methodology and assumptions used in developing such estimates of fair value.
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v2.4.0.6
Equity Compensation Plan - Summary of Option Activity Under Plan (Detail) (USD $)
|
12 Months Ended |
Dec. 31, 2012
|
Share Options Outstanding, Beginning Balance |
159,788 |
Share Options Outstanding, Exercised |
(34,500) |
Share Options Outstanding, Ending Balance |
125,288 |
Weighted Average Exercise Price, Beginning Balance |
$ 29.50 |
Weighted Average Exercise Price, Exercised |
$ 5.51 |
Weighted Average Exercise Price, Ending Balance |
$ 36.10 |
X |
- Definition
The number of shares reserved for issuance under stock option agreements awarded under the plan that validly exist and are outstanding as of the balance sheet date, including vested options.
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v2.4.0.6
Property, Plant and Equipment (Tables)
|
12 Months Ended |
Dec. 31, 2012
|
Schedule of Property Plant and Equipment |
|
|
|
|
|
|
|
|
|
|
|
As of
December 31, |
|
|
|
2012 |
|
|
2011 |
|
|
|
(in
millions) |
|
Land
|
|
$ |
5.8 |
|
|
$ |
3.9 |
|
Buildings and
improvements
|
|
|
96.3 |
|
|
|
84.3 |
|
Machinery and
equipment
|
|
|
341.6 |
|
|
|
312.5 |
|
Construction in
progress
|
|
|
25.3 |
|
|
|
21.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
469.0 |
|
|
|
422.3 |
|
Less accumulated
depreciation
|
|
|
(283.5 |
) |
|
|
(258.1 |
) |
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
185.5 |
|
|
$ |
164.2 |
|
|
|
|
|
|
|
|
|
|
|
X |
- Definition
Tabular disclosure of the useful life and salvage value of long-lived, physical assets that are used in the normal conduct of business to produce goods and services and not intended for resale. Examples include land, buildings, machinery and equipment, and other types of furniture and equipment including, but not limited to, office equipment, furniture and fixtures, and computer equipment and software.
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v2.4.0.6
Garlock Sealing Technologies LLC and Garrison Litigation Management Group, Ltd. (Tables)
|
12 Months Ended |
Dec. 31, 2012
|
Schedule of Subsidiary Condensed Combined Statements of Comprehensive Income |
Condensed
combined financial information for GST is set forth below,
presented on a historical cost basis.
GST
(Debtor-in-Possession)
Condensed
Combined Statements of Comprehensive Income
Years Ended
December 31, 2012, 2011 and 2010
(in
millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2012 |
|
|
2011 |
|
|
2010 |
|
Net sales
|
|
$ |
240.1 |
|
|
$ |
236.1 |
|
|
$ |
198.3 |
|
Cost of sales
|
|
|
145.3 |
|
|
|
144.7 |
|
|
|
122.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
94.8 |
|
|
|
91.4 |
|
|
|
75.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating
expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling, general and
administrative
|
|
|
45.1 |
|
|
|
45.4 |
|
|
|
44.6 |
|
Asbestos-related
|
|
|
(1.6 |
) |
|
|
2.7 |
|
|
|
24.4 |
|
Other
|
|
|
1.7 |
|
|
|
0.8 |
|
|
|
0.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
45.2 |
|
|
|
48.9 |
|
|
|
69.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income
|
|
|
49.6 |
|
|
|
42.5 |
|
|
|
6.7 |
|
Interest income,
net
|
|
|
27.9 |
|
|
|
26.8 |
|
|
|
25.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before reorganization
expenses and income taxes
|
|
|
77.5 |
|
|
|
69.3 |
|
|
|
32.2 |
|
Reorganization
expenses
|
|
|
(31.4 |
) |
|
|
(17.0 |
) |
|
|
(9.0 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income
taxes
|
|
|
46.1 |
|
|
|
52.3 |
|
|
|
23.2 |
|
Income tax
expense
|
|
|
(16.3 |
) |
|
|
(19.6 |
) |
|
|
(8.2 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$ |
29.8 |
|
|
$ |
32.7 |
|
|
$ |
15.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive
income
|
|
$ |
30.4 |
|
|
$ |
31.6 |
|
|
$ |
19.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Schedule of Condensed Combined Statements of Cash Flows |
GST
(Debtor-in-Possession)
Condensed
Combined Statements of Cash Flows
Years Ended
December 31, 2012, 2011 and 2010
(in
millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2012 |
|
|
2011 |
|
|
2010 |
|
Net cash flows from
operating activities
|
|
$ |
31.9 |
|
|
$ |
44.2 |
|
|
$ |
66.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investing
activities
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchases of property, plant
and equipment
|
|
|
(6.9 |
) |
|
|
(3.3 |
) |
|
|
(3.6 |
) |
Net receipts from loans to
affiliates
|
|
|
0.5 |
|
|
|
13.1 |
|
|
|
22.7 |
|
Purchase of held-to-maturity
securities
|
|
|
(110.0 |
) |
|
|
— |
|
|
|
— |
|
Receipts from (deposits
into) restricted cash accounts
|
|
|
1.4 |
|
|
|
(6.5 |
) |
|
|
— |
|
Acquisitions, net of cash
acquired
|
|
|
— |
|
|
|
(7.5 |
) |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used
in) investing activities
|
|
|
(115.0 |
) |
|
|
(4.2 |
) |
|
|
19.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect of exchange rate
changes on cash and cash equivalents
|
|
|
0.4 |
|
|
|
(0.8 |
) |
|
|
0.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase in cash and
cash equivalents
|
|
|
(82.7 |
) |
|
|
39.2 |
|
|
|
85.6 |
|
Cash and cash equivalents at
beginning of year
|
|
|
126.3 |
|
|
|
87.1 |
|
|
|
1.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at
end of year
|
|
$ |
43.6 |
|
|
$ |
126.3 |
|
|
$ |
87.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Schedule of Condensed Combined Balance Sheets |
GST
(Debtor-in-Possession)
Condensed
Combined Balance Sheets
As of
December 31, 2012 and 2011
(in
millions)
|
|
|
|
|
|
|
|
|
|
|
2012 |
|
|
2011 |
|
Assets:
|
|
|
|
|
|
|
|
|
Current assets
|
|
$ |
168.2 |
|
|
$ |
237.0 |
|
U.S. Treasury
securities
|
|
|
110.0 |
|
|
|
— |
|
Asbestos insurance
receivable
|
|
|
120.7 |
|
|
|
142.3 |
|
Deferred income
taxes
|
|
|
124.8 |
|
|
|
131.0 |
|
Notes receivable from
affiliate
|
|
|
237.4 |
|
|
|
227.2 |
|
Other assets
|
|
|
74.3 |
|
|
|
74.1 |
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$ |
835.4 |
|
|
$ |
811.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities and
Shareholder’s Equity:
|
|
|
|
|
|
|
|
|
Current
liabilities
|
|
$ |
76.9 |
|
|
$ |
65.9 |
|
Other liabilities
|
|
|
10.8 |
|
|
|
27.6 |
|
Liabilities subject to
compromise (A)
|
|
|
468.4 |
|
|
|
469.2 |
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
556.1 |
|
|
|
562.7 |
|
Shareholder’s
equity
|
|
|
279.3 |
|
|
|
248.9 |
|
|
|
|
|
|
|
|
|
|
Total liabilities and
shareholder’s equity
|
|
$ |
835.4 |
|
|
$ |
811.6 |
|
|
|
|
|
|
|
|
|
|
(A) |
Liabilities subject to compromise include pre-petition
unsecured claims which may be resolved at amounts different from
those recorded in the condensed combined balance sheets.
Liabilities subject to compromise consist principally of
asbestos-related claims. GST has undertaken to project the number
and ultimate cost of all present and future bodily injury claims
expected to be asserted, based on actuarial principles, and to
measure probable and estimable liabilities under generally accepted
accounting principles. GST has accrued $466.8 million as of
December 31, 2012. The estimate indicated for those
asbestos-related claims reflects the point in a wide range of
possible outcomes determined based on historical facts and
circumstances prior to the Petition Date as our estimate of the
cost to resolve asbestos-related personal injury cases and claims
against GST as they would have been resolved in the state courts or
by settlements over a ten-year period from April 1, 2010
through March 31, 2020. GST adjusts this estimate to reflect
payments of previously accrued but unpaid legal fees and to reflect
the results of appeals. Otherwise, GST does not expect to adjust
the estimate unless developments in the Chapter 11 proceeding
provide a reasonable basis for a revised estimate. GST intends to
use the claims resolution process in Chapter 11 to determine the
validity and ultimate amount of its aggregate liability for
asbestos-related claims. Due to the uncertainties of
asbestos-related litigation and the Chapter 11 process, GST’s
ultimate liability could differ materially from the recorded
liability. See Note 19, “Commitments and Contingencies
– Asbestos.”
|
|
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v2.4.0.6
Acquisitions
|
12 Months Ended |
Dec. 31, 2012
|
Acquisitions |
In April 2012,
we acquired Motorwheel Commercial Vehicle Systems, Inc.
(“Motorwheel”), a leading U.S. manufacturer of
lightweight brake drums for heavy-duty trucks and other commercial
vehicles. Motorwheel also sells wheel-end component assemblies for
the heavy-duty market, sells fasteners for wheel-end applications
and provides related services to its customers, including product
development, testing and certification. The business operates
manufacturing facilities in Chattanooga, Tennessee and Berea,
Kentucky. Motorwheel is managed as part of the Stemco operations in
the Sealing Products segment.
The acquisition
was paid for with approximately $85 million of cash, which was
funded by additional borrowings from our revolving credit facility.
The following table presents the purchase price allocation of
Motorwheel as well as minor adjustments to previously completed
acquisitions:
|
|
|
|
|
|
|
(in millions) |
|
Accounts
receivable
|
|
$ |
7.0 |
|
Inventories
|
|
|
5.0 |
|
Property, plant and
equipment
|
|
|
14.2 |
|
Goodwill
|
|
|
16.9 |
|
Other intangible
assets
|
|
|
49.7 |
|
Other assets
|
|
|
0.1 |
|
Liabilities
assumed
|
|
|
(7.6 |
) |
|
|
|
|
|
|
|
$ |
85.3 |
|
|
|
|
|
|
Because the
assets, liabilities and results of operations for this acquisition
are not significant to our consolidated financial position or
results of operations, pro forma financial information and
additional disclosures are not presented.
In January
2011, we acquired certain assets and assumed certain liabilities of
Rome Tool & Die, Inc., a leading supplier of steel brake
shoes to the North American heavy-duty truck market. In February
2011, we acquired the business of Pipeline Seal and Insulator, Inc.
and its affiliates, a privately-owned group of companies that
manufacture products for the safe flow of fluids through pipeline
transmission and distribution systems worldwide. In February 2011,
we acquired the Mid Western group of companies, a privately-owned
business primarily serving the oil and gas drilling, production and
processing industries of Western Canada. In July 2011, we acquired
Tara Technologies Corporation, a privately-held company that offers
highly engineered products and solutions to the semiconductor,
aerospace, energy and medical markets. In August 2011, we acquired
certain assets and assumed certain liabilities of PI Bearing
Technologies, a privately-held manufacturer of bearing blocks and
other bearing products used in fluid power applications. The
acquisitions completed during 2011 were paid for with $228.2
million in cash.
The following
pro forma condensed consolidated financial results of operations
for the years ended December 31, 2011 and 2010, are presented
as if the 2011 acquisitions had been completed on January 1,
2010:
|
|
|
|
|
|
|
|
|
|
|
2011 |
|
|
2010 |
|
|
|
(in
millions) |
|
Pro forma net
sales
|
|
$ |
1,161.7 |
|
|
$ |
1,028.5 |
|
Pro forma net income from
continuing operations
|
|
|
50.9 |
|
|
|
63.9 |
|
The 2011
supplemental pro forma net income from continuing operations was
adjusted to exclude $2.2 million of pre-tax acquisition-related
costs and $1.7 million of pre-tax nonrecurring expenses related to
the fair value adjustment to acquisition date inventory. The 2010
supplemental pro forma net income from continuing operations was
adjusted to include these charges. These pro forma financial
results have been prepared for comparative purposes only and do not
reflect the effect of synergies that would have been expected to
result from the integration of these acquisitions. The pro forma
information does not purport to be indicative of the results of
operations that actually would have resulted had the combinations
occurred on January 1, 2010, or of future results of the
consolidated entities.
In September
2010, we acquired Hydrodyne, a designer and manufacturer of
machined metallic seals and other specialized components used
primarily by the space, aerospace and nuclear industries. This
business is included in our Sealing Products segment. In August
2010, we acquired CC Technology, Progressive Equipment, Inc. and
Premier Lubrication Systems, Inc. These businesses design and
manufacture lubrication systems used in reciprocating compressors
and are included in our Engineered Products segment. The
acquisitions completed during 2010 were paid for with $25.9 million
in cash.
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Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 8
-URI http://asc.fasb.org/extlink&oid=6907707&loc=d3e32632-109319
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Amount before allocation of valuation allowances of deferred tax asset attributable to deductible temporary differences from reserves and accruals.
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-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 109
-Paragraph 11
-Subparagraph b
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.
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-Topic 740
-SubTopic 10
-Section 50
-Paragraph 8
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Amount of deferred tax assets for which it is more likely than not that a tax benefit will not be realized.
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-Publisher FASB
-Name Accounting Standards Codification
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-Section 50
-Paragraph 2
-Subparagraph (c)
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-Name Statement of Financial Accounting Standard (FAS)
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-Subparagraph e
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.
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Amount of deferred tax liability attributable to taxable temporary differences net of deferred tax asset attributable to deductible temporary differences and carryforwards after valuation allowances.
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-Name Accounting Standards Codification
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Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
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-Paragraph 8
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-Name Statement of Financial Accounting Standard (FAS)
-Number 109
-Paragraph 11
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-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.
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-Name Accounting Standards Codification
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-Number 109
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v2.4.0.6
Pensions and Postretirement Benefits (Tables)
|
12 Months Ended |
Dec. 31, 2012
|
Schedule of Change in Projected Benefit Obligations |
The following
table sets forth the changes in projected benefit obligations and
plan assets of our defined benefit pension and other non-qualified
and postretirement plans as of and for the years ended
December 31, 2012 and 2011.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension
Benefits |
|
|
Other
Benefits |
|
|
|
2012 |
|
|
2011 |
|
|
2012 |
|
|
2011 |
|
|
|
(in
millions) |
|
Change in Projected
Benefit Obligations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Projected benefit
obligations at beginning of year
|
|
$ |
244.1 |
|
|
$ |
197.5 |
|
|
$ |
5.3 |
|
|
$ |
4.5 |
|
Service cost
|
|
|
5.7 |
|
|
|
4.8 |
|
|
|
0.3 |
|
|
|
0.6 |
|
Interest cost
|
|
|
10.5 |
|
|
|
10.7 |
|
|
|
0.2 |
|
|
|
0.2 |
|
Actuarial loss
|
|
|
17.9 |
|
|
|
39.1 |
|
|
|
0.4 |
|
|
|
0.4 |
|
Benefits paid
|
|
|
(7.1 |
) |
|
|
(6.4 |
) |
|
|
(0.8 |
) |
|
|
(0.4 |
) |
Other
|
|
|
0.2 |
|
|
|
(1.6 |
) |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Projected benefit
obligations at end of year
|
|
|
271.3 |
|
|
|
244.1 |
|
|
|
5.4 |
|
|
|
5.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Schedule of Change in Plan Assets |
Change in Plan
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value of plan assets
at beginning of year
|
|
|
135.4 |
|
|
|
113.3 |
|
|
|
|
|
|
|
|
|
Actual return on plan
assets
|
|
|
19.7 |
|
|
|
2.2 |
|
|
|
|
|
|
|
|
|
Administrative
expenses
|
|
|
(1.2 |
) |
|
|
(1.3 |
) |
|
|
|
|
|
|
|
|
Benefits paid
|
|
|
(7.1 |
) |
|
|
(6.4 |
) |
|
|
|
|
|
|
|
|
Company
contributions
|
|
|
11.5 |
|
|
|
27.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value of plan assets
at end of year
|
|
|
158.3 |
|
|
|
135.4 |
|
|
|
|
|
|
|
Schedule of Change in Plan Assets Underfunded Status at End of Year |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2012 |
|
|
2011 |
|
|
2012 |
|
|
2011 |
|
Underfunded Status at
End of Year
|
|
$ |
(113.0 |
) |
|
$ |
(108.7 |
) |
|
$ |
(5.4 |
) |
|
$ |
(5.3 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Schedule Of Projected Benefit Obligations Amounts Recognized In Consolidated Balance Sheets |
Amounts Recognized in
the Consolidated Balance Sheets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term assets
|
|
$ |
— |
|
|
$ |
0.1 |
|
|
$ |
— |
|
|
$ |
— |
|
Current
liabilities
|
|
|
(0.3 |
) |
|
|
(0.1 |
) |
|
|
(0.4 |
) |
|
|
(1.1 |
) |
Long-term
liabilities
|
|
|
(112.7 |
) |
|
|
(108.7 |
) |
|
|
(5.0 |
) |
|
|
(4.2 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
(113.0 |
) |
|
$ |
(108.7 |
) |
|
$ |
(5.4 |
) |
|
$ |
(5.3 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Schedule of Pre Tax Charges Recognized in Accumulated Other Comprehensive Income (Loss) |
Pre-tax charges
recognized in accumulated other comprehensive loss as of
December 31, 2012 and 2011 consist of:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension
Benefits |
|
|
Other
Benefits |
|
|
|
2012 |
|
|
2011 |
|
|
2012 |
|
|
2011 |
|
|
|
(in
millions) |
|
Net actuarial
loss
|
|
$ |
99.5 |
|
|
$ |
99.1 |
|
|
$ |
1.1 |
|
|
$ |
0.9 |
|
Prior service
cost
|
|
|
1.4 |
|
|
|
1.4 |
|
|
|
0.3 |
|
|
|
0.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
100.9 |
|
|
$ |
100.5 |
|
|
$ |
1.4 |
|
|
$ |
1.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Schedule Of Net Periodic Benefit Cost |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension
Benefits |
|
|
Other
Benefits |
|
|
|
2012 |
|
|
2011 |
|
|
2010 |
|
|
2012 |
|
|
2011 |
|
|
2010 |
|
|
|
(in
millions) |
|
Net Periodic Benefit
Cost
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Service cost
|
|
$ |
5.7 |
|
|
$ |
4.8 |
|
|
$ |
5.4 |
|
|
$ |
0.4 |
|
|
$ |
0.7 |
|
|
$ |
0.6 |
|
Interest cost
|
|
|
10.5 |
|
|
|
10.7 |
|
|
|
11.1 |
|
|
|
0.2 |
|
|
|
0.2 |
|
|
|
0.4 |
|
Expected return on plan
assets
|
|
|
(11.0 |
) |
|
|
(9.4 |
) |
|
|
(9.1 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
Amortization of prior
service cost
|
|
|
0.3 |
|
|
|
0.3 |
|
|
|
0.5 |
|
|
|
0.1 |
|
|
|
0.1 |
|
|
|
0.1 |
|
Recognized net actuarial
loss
|
|
|
9.8 |
|
|
|
4.7 |
|
|
|
4.8 |
|
|
|
— |
|
|
|
— |
|
|
|
0.1 |
|
Curtailment
|
|
|
— |
|
|
|
— |
|
|
|
0.7 |
|
|
|
0.1 |
|
|
|
— |
|
|
|
— |
|
Deconsolidation of
GST
|
|
|
(2.2 |
) |
|
|
(1.5 |
) |
|
|
(0.8 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net periodic benefit
cost
|
|
|
13.1 |
|
|
|
9.6 |
|
|
|
12.6 |
|
|
|
0.8 |
|
|
|
1.0 |
|
|
|
1.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Schedule of Other Changes in Plan Assets and Benefit Obligations Recognized in Other Comprehensive Income |
Other Changes in Plan
Assets and Benefit Obligations Recognized in Other Comprehensive
Loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
|
9.3 |
|
|
|
46.2 |
|
|
|
10.6 |
|
|
|
0.4 |
|
|
|
0.3 |
|
|
|
0.6 |
|
Prior service
cost
|
|
|
0.4 |
|
|
|
— |
|
|
|
0.4 |
|
|
|
— |
|
|
|
— |
|
|
|
0.1 |
|
Amortization of net
loss
|
|
|
(9.8 |
) |
|
|
(4.7 |
) |
|
|
(5.0 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
Amortization of prior
service cost
|
|
|
(0.3 |
) |
|
|
(0.3 |
) |
|
|
(0.5 |
) |
|
|
(0.1 |
) |
|
|
(0.1 |
) |
|
|
(0.1 |
) |
Deconsolidation of
GST
|
|
|
— |
|
|
|
— |
|
|
|
(18.2 |
) |
|
|
— |
|
|
|
— |
|
|
|
(3.3 |
) |
Other adjustment
|
|
|
0.8 |
|
|
|
— |
|
|
|
(1.8 |
) |
|
|
(0.1 |
) |
|
|
— |
|
|
|
(0.1 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total recognized in other
comprehensive income
|
|
|
0.4 |
|
|
|
41.2 |
|
|
|
(14.5 |
) |
|
|
0.2 |
|
|
|
0.2 |
|
|
|
(2.8 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Recognized in Net
Periodic Benefit Cost and Other Comprehensive Loss
|
|
$ |
13.5 |
|
|
$ |
50.8 |
|
|
$ |
(1.9 |
) |
|
$ |
1.0 |
|
|
$ |
1.2 |
|
|
$ |
(1.6 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Schedule of Weighted Average Assumptions Used to Determine Benefit Obligations and Net Periodic Benefit Cost |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension
Benefits |
|
|
Other
Benefits |
|
|
|
2012 |
|
|
2011 |
|
|
2010 |
|
|
2012 |
|
|
2011 |
|
|
2010 |
|
Weighted-Average
Assumptions Used to Determine Benefit Obligations at
December 31
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Discount rate
|
|
|
4.0 |
% |
|
|
4.25 |
% |
|
|
5.5 |
% |
|
|
4.25 |
% |
|
|
4.25 |
% |
|
|
5.5 |
% |
Rate of compensation
increase
|
|
|
3.0 |
% |
|
|
4.0 |
% |
|
|
4.0 |
% |
|
|
4.0 |
% |
|
|
4.0 |
% |
|
|
4.0 |
% |
|
|
|
|
|
|
|
Weighted-Average
Assumptions Used to Determine Net Periodic Benefit Cost for Years
Ended December 31
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
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|
|
|
Discount rate
|
|
|
4.25 |
% |
|
|
5.5 |
% |
|
|
6.0 |
% |
|
|
4.25 |
% |
|
|
5.5 |
% |
|
|
6.0 |
% |
Expected long-term return
on plan assets
|
|
|
8.0 |
% |
|
|
8.0 |
% |
|
|
8.0 |
% |
|
|
— |
|
|
|
— |
|
|
|
— |
|
Rate of compensation
increase
|
|
|
4.0 |
% |
|
|
4.0 |
% |
|
|
4.0 |
% |
|
|
4.0 |
% |
|
|
4.0 |
% |
|
|
4.0 |
% |
|
Schedule of Assumed Health Care Cost Trend Rates |
We use the
RP-2000 mortality table projected to 2020 by Scale AA to value our
domestic pension liabilities.
|
|
|
|
|
|
|
|
|
Assumed Health Care Cost Trend Rates at
December 31 |
|
2012 |
|
|
2011 |
|
Health care cost trend rate
assumed for next year
|
|
|
7.5 |
% |
|
|
7.7 |
% |
Rate to which the cost
trend rate is assumed to decline (the ultimate rate)
|
|
|
5.0 |
% |
|
|
5.0 |
% |
Year that the rate reaches
the ultimate trend rate
|
|
|
2024 |
|
|
|
2025 |
|
|
Schedule of Asset Allocation for Pension Plans and Target Allocation By Asset Category |
The asset
allocation for pension plans at the end of 2012 and 2011, and the
target allocation for 2013, by asset category are as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Target
Allocation |
|
|
Plan Assets at December 31, |
|
|
|
2013 |
|
|
2012 |
|
|
2011 |
|
Asset
Category
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity
securities
|
|
|
65 |
% |
|
|
65 |
% |
|
|
63 |
% |
Fixed income
|
|
|
35 |
% |
|
|
35 |
% |
|
|
37 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
100 |
% |
|
|
100 |
% |
|
|
100 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Schedule of Fair Value of Plan Assets |
The investment
portfolio of the various funds at December 31, 2012 and 2011
were as follows:
|
|
|
|
|
|
|
|
|
|
|
2012 |
|
|
2011 |
|
|
|
(in
millions) |
|
Mutual funds – U.S.
equity
|
|
$ |
77.0 |
|
|
$ |
66.7 |
|
Fixed income treasury and
money market
|
|
|
31.3 |
|
|
|
27.0 |
|
Mutual funds –
international equity
|
|
|
26.7 |
|
|
|
19.6 |
|
Guaranteed investment
contract
|
|
|
22.7 |
|
|
|
21.6 |
|
Cash equivalents
|
|
|
0.6 |
|
|
|
0.5 |
|
|
|
|
|
|
|
|
|
|
|
|
$ |
158.3 |
|
|
$ |
135.4 |
|
|
|
|
|
|
|
|
|
|
|
Schedule of Benefit Payments Reflecting Expected Future Service as Appropriate Expected to Be Paid |
The following
benefit payments, which reflect expected future service, as
appropriate, are expected to be paid:
|
|
|
|
|
|
|
|
|
|
|
Pension
Benefits |
|
|
Other
Benefits |
|
|
|
(in
millions) |
|
2013
|
|
$ |
8.5 |
|
|
$ |
0.4 |
|
2014
|
|
|
9.2 |
|
|
|
0.2 |
|
2015
|
|
|
9.9 |
|
|
|
0.2 |
|
2016
|
|
|
11.0 |
|
|
|
0.3 |
|
2017
|
|
|
12.1 |
|
|
|
0.3 |
|
Years 2018 –
2022
|
|
|
74.8 |
|
|
|
5.9 |
|
|
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v2.4.0.6
SCHEDULE II - Valuation and Qualifying Accounts
|
12 Months Ended |
Dec. 31, 2012
|
SCHEDULE II - Valuation and Qualifying Accounts |
SCHEDULE
II
Valuation
and Qualifying Accounts
For the
Years Ended December 31, 2012, 2011 and 2010
(In
millions)
Allowance
for Doubtful Accounts
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance,
Beginning
of Year |
|
Charge
to Expense |
|
Write-off of
Receivables |
|
Other (1) |
|
Balance,
End of Year |
2012
|
|
|
$ |
4.6 |
|
|
|
$ |
1.7 |
|
|
|
$ |
(0.9 |
) |
|
|
$ |
0.3 |
|
|
|
$ |
5.7 |
|
2011
|
|
|
$ |
3.6 |
|
|
|
$ |
1.6 |
|
|
|
$ |
(0.9 |
) |
|
|
$ |
0.3 |
|
|
|
$ |
4.6 |
|
2010
|
|
|
$ |
4.2 |
|
|
|
$ |
1.1 |
|
|
|
$ |
(1.4 |
) |
|
|
$ |
(0.3 |
) |
|
|
$ |
3.6 |
|
(1) |
Consists primarily of the
effect of changes in currency rates and the deconsolidation of
GST. |
Deferred
Income Tax Valuation Allowance
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance,
Beginning
of Year |
|
Charge
to Expense |
|
Expiration of
Net Operating
Losses |
|
Other (2) |
|
Balance,
End of Year |
2012
|
|
|
$ |
12.1 |
|
|
|
$ |
4.8 |
|
|
|
$ |
— |
|
|
|
$ |
0.8 |
|
|
|
$ |
17.7 |
|
2011
|
|
|
$ |
10.1 |
|
|
|
$ |
3.1 |
|
|
|
$ |
— |
|
|
|
$ |
(1.1 |
) |
|
|
$ |
12.1 |
|
2010
|
|
|
$ |
7.7 |
|
|
|
$ |
4.5 |
|
|
|
$ |
(3.2 |
) |
|
|
$ |
1.1 |
|
|
|
$ |
10.1 |
|
(2) |
Consists primarily of the
effects of changes in currency rates and statutory changes in tax
rates. |
|
X |
- Definition
The entire disclosure for any allowance and reserve accounts (their beginning and ending balances, as well as a reconciliation by type of activity during the period). Alternatively, disclosure of the required information may be within the footnotes to the financial statements or a supplemental schedule to the financial statements.
+ References
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-Name Regulation S-X (SX)
-Number 210
-Section 09
-Article 12
Reference 2: http://www.xbrl.org/2003/role/presentationRef
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-Name Accounting Standards Codification
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-SubTopic 10
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-Paragraph 4
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v2.4.0.6
Selected Quarterly Financial Data (Unaudited)
|
12 Months Ended |
Dec. 31, 2012
|
Selected Quarterly Financial Data (Unaudited) |
21. |
|
Selected Quarterly
Financial Data (Unaudited) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First Quarter |
|
|
Second Quarter |
|
|
Third Quarter |
|
|
Fourth Quarter |
|
(in millions, except per share data) |
|
2012 |
|
|
2011 |
|
|
2012 |
|
|
2011 |
|
|
2012 |
|
|
2011 |
|
|
2012 |
|
|
2011 |
|
|
|
|
|
|
|
|
|
|
Net sales
|
|
$ |
311.5 |
|
|
$ |
269.6 |
|
|
$ |
301.7 |
|
|
$ |
263.7 |
|
|
$ |
291.7 |
|
|
$ |
300.8 |
|
|
$ |
279.3 |
|
|
$ |
271.4 |
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
$ |
107.2 |
|
|
$ |
94.0 |
|
|
$ |
103.0 |
|
|
$ |
99.3 |
|
|
$ |
98.8 |
|
|
$ |
96.8 |
|
|
$ |
91.1 |
|
|
$ |
88.9 |
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$ |
13.8 |
|
|
$ |
15.2 |
|
|
$ |
10.2 |
|
|
$ |
12.2 |
|
|
$ |
11.3 |
|
|
$ |
14.2 |
|
|
$ |
5.7 |
|
|
$ |
2.6 |
|
|
|
|
|
|
|
|
|
|
Basic earnings per
share
|
|
$ |
0.67 |
|
|
$ |
0.74 |
|
|
$ |
0.50 |
|
|
$ |
0.59 |
|
|
$ |
0.54 |
|
|
$ |
0.70 |
|
|
$ |
0.28 |
|
|
$ |
0.12 |
|
|
|
|
|
|
|
|
|
|
Diluted earnings per
share
|
|
$ |
0.64 |
|
|
$ |
0.71 |
|
|
$ |
0.47 |
|
|
$ |
0.56 |
|
|
$ |
0.53 |
|
|
$ |
0.66 |
|
|
$ |
0.27 |
|
|
$ |
0.12 |
|
|
X |
- Definition
The entire disclosure for the quarterly financial data in the annual financial statements. The disclosure may include a tabular presentation of financial information for each fiscal quarter for the current and previous year, including revenues, gross profit, income or loss before extraordinary items and earnings per share data. It also includes an indication if the information in the note is unaudited, comments on the aggregate effect of year-end adjustments, and an explanation of matters or transactions that affect comparability or are pertinent to an understanding of the information furnished.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 270
-SubTopic 10
-Section 50
-Paragraph 1
-Subparagraph (a)-(j)
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Reference 2: http://www.xbrl.org/2003/role/presentationRef
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Reference 3: http://www.xbrl.org/2003/role/presentationRef
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-Number 28
-Paragraph 30
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Reference 5: http://www.xbrl.org/2003/role/presentationRef
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Reference 6: http://www.xbrl.org/2003/role/presentationRef
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-Number 28
-Paragraph 23, 24
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.
Reference 7: http://www.xbrl.org/2003/role/presentationRef
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v2.4.0.6
Accumulated Other Comprehensive Loss (Tables)
|
12 Months Ended |
Dec. 31, 2012
|
Schedule of Accumulated Other Comprehensive Income |
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As of
December 31, |
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2012 |
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2011 |
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(in
millions) |
|
Unrealized translation
adjustments
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$ |
41.6 |
|
|
$ |
36.3 |
|
Pension and other
postretirement plans
|
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(64.0 |
) |
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|
(63.5 |
) |
Accumulated net loss on
cash flow hedges
|
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(0.6 |
) |
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(0.5 |
) |
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|
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Accumulated other
comprehensive loss
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$ |
(23.0 |
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$ |
(27.7 |
) |
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Tabular disclosure of the components of accumulated other comprehensive income (loss).
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v2.4.0.6
Overview, Significant Accounting Policies and Recently Issued Accounting Pronouncements (Policies)
|
12 Months Ended |
Dec. 31, 2012
|
Principles of Consolidation |
Principles
of Consolidation – The Consolidated Financial Statements
reflect the accounts of the Company and our majority-owned and
controlled subsidiaries. All intercompany accounts and transactions
between our consolidated operations have been
eliminated.
|
Use of Estimates |
Use of
Estimates – The preparation of financial statements in
conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the
amounts reported in the financial statements and accompanying
notes. Actual results could differ from those estimates.
|
Revisions |
Revisions – Certain prior period amounts have been
revised to conform to current classifications. Cash payments
associated with the development or purchase of internal-use
software of $2.8 million and $2.2 million for the years ended
December 31, 2011 and 2010, respectively, previously
classified as operating cash flows on the Consolidated Statements
of Cash Flow, have been changed to investing cash flows. We
concluded this revision was not material to the prior years’
cash flow statements. No other financial amounts or disclosures
were affected.
|
Revenue Recognition |
Revenue
Recognition – Revenue is recognized at the time title and
risk of product ownership is transferred or when services are
rendered with the exception of engine revenue recognition in the
Engine Products and Services segment as described in the following
three paragraphs. Shipping costs billed to customers are recognized
as revenue and expensed in cost of goods sold.
During the
third quarter of 2011, the Engine Products and Services segment
began using percentage-of-completion (“POC”) accounting
for new and nearly new engine contracts rather than the
completed-contract method. We made this change because, as a result
of enhancements to our financial management and reporting systems,
we are able to reasonably estimate the revenue, costs, and progress
towards completion of engine builds. If we are not able to meet
those conditions for a particular engine contract, we recognize
revenues using the completed-contract method. Progress towards
completion is measured by reference to costs incurred to date as a
percentage of estimated total project costs.
Recognized
revenues and profits are subject to revisions during the engine
build period in the event the assumptions regarding the overall
contract outcome are revised. The cumulative effect of a revision
in estimates is recorded in the period such a revision becomes
likely and estimable. Losses on contracts in progress are
recognized in the period a loss becomes likely and estimable.
Contracts accounted for under the POC method represented revenues
and operating income of $67.3 million and $13.1 million,
respectively, for the year ended December 31, 2012, and $9.6
million and $1.5 million, respectively, for the year ended
December 31, 2011.
The Engine
Products and Services segment will continue to use the
completed-contract method for engines in production at
June 30, 2011. Revenue recognition for Engine Products and
Services’ parts and services revenue did not change nor did
the revenue recognition policy for the Sealing Products or
Engineered Products segment.
|
Foreign Currency Translation |
Foreign
Currency Translation – The financial statements of those
operations whose functional currency is a foreign currency are
translated into U.S. dollars using the current rate method. Under
this method, all assets and liabilities are translated into U.S.
dollars using current exchange rates, and income statement
activities are translated using average exchange rates. The foreign
currency translation adjustment is included in accumulated other
comprehensive loss in the Consolidated Balance Sheets. Gains and
losses on foreign currency transactions are included in operating
income. Foreign currency transaction gains (losses) totaled $0.3
million, $(0.9) million, and $2.1 million for 2012, 2011, and 2010,
respectively.
|
Research and Development Expense |
Research and
Development Expense – Costs related to research and
development activities are expensed as incurred. We perform
research and development under Company-funded programs for
commercial products. Total research and development expenditures in
2012, 2011, and 2010 were $10.8 million, $14.6 million, and $12.4
million, respectively, and are included in selling, general and
administrative expenses in the Consolidated Statements of
Operations.
|
Income Taxes |
Income
Taxes – We use the asset and liability method of
accounting for income taxes. Temporary differences arising between
the tax basis of an asset or liability and its carrying amount on
the Consolidated Balance Sheet are used to calculate future income
tax assets or liabilities. This method also requires the
recognition of deferred tax benefits, such as net operating loss
carryforwards. A valuation allowance recorded to reduce deferred
tax assets when it is more likely than not that a tax benefit will
not be realized. Deferred tax assets and liabilities are measured
using enacted tax rates expected to apply to the taxable income
(losses) in the years in which those temporary differences are
expected to be recovered or settled. The effect on deferred tax
assets and liabilities of a change in tax rates is recognized in
income in the period that includes the enactment date.
|
Cash and Cash Equivalents |
Cash and
Cash Equivalents – Cash and cash equivalents include cash
on hand, demand deposits and highly liquid investments with a
maturity of three months or less at the time of
purchase.
|
Receivables |
Receivables – Accounts receivable are stated at
the historical carrying amount net of write-offs and allowance for
doubtful accounts. We establish an allowance for doubtful accounts
receivable based on historical experience and any specific customer
collection issues we have identified. Doubtful accounts receivable
are written off when a settlement is reached for an amount less
than the outstanding historical balance or when we have determined
the balance will not be collected.
The balances
billed but not paid by customers pursuant to retainage provisions
in long-term contracts and programs are due upon completion of the
contracts and acceptance by the owner. At December 31, 2012,
we had $3.6 million of retentions expected to be collected in 2013
recorded in accounts receivable and $2.9 million of retentions
expected to be collected beyond 2013 recorded in other long-term
assets in the Consolidated Balance Sheets. At December 31,
2011, we had $5.5 million of current retentions and $0.7 million of
long-term retentions recorded in the Consolidated Balance
Sheets.
|
Inventories |
Inventories – Certain domestic inventories are
valued by the last-in, first-out (“LIFO”) cost method.
Inventories not valued by the LIFO method, other than inventoried
costs relating to long-term contracts and programs, are valued
using the first-in, first-out (“FIFO”) cost method, and
are recorded at the lower of cost or market. Approximately 37% and
33% of inventories were valued by the LIFO method in 2012 and 2011,
respectively.
Inventoried
costs relating to long-term contracts and programs are stated at
the actual production cost, incurred to date, including direct
labor and factory overhead. Progress payments related to long-term
contracts and programs are shown as a reduction of inventories.
Initial program start-up costs and other nonrecurring costs are
expensed as incurred. Inventoried costs relating to long-term
contracts and programs are reduced by any amounts in excess of
estimated realizable value.
|
Property, Plant and Equipment |
Property,
Plant and Equipment – Property, plant and equipment are
recorded at cost. Depreciation of plant and equipment is determined
on the straight-line method over the following estimated useful
lives of the assets: buildings and improvements, 3 to 40 years;
machinery and equipment, 3 to 10 years.
|
Goodwill and Other Intangible Assets |
Goodwill and
Other Intangible Assets – Goodwill represents the excess
of the purchase price over the fair value of the net assets of
acquired businesses. Goodwill is not amortized, but instead is
subject to annual impairment testing conducted each year as of
October 1. The goodwill asset impairment test involves
comparing the fair value of a reporting unit to its carrying
amount. If the carrying amount of a reporting unit exceeds its fair
value, a second step of comparing the implied fair value of the
reporting unit’s goodwill to the carrying amount of that
goodwill is required to measure the potential goodwill impairment
loss. Interim tests may be required if an event occurs or
circumstances change that would more likely than not reduce the
fair value of a reporting unit below its carrying
amount.
To estimate the
fair value of our reporting units, we use both discounted cash flow
and market valuation approaches. The discounted cash flow approach
uses cash flow projections to calculate the fair value of each
reporting unit while the market approach relies on market multiples
of similar companies. The key assumptions used for the discounted
cash flow approach include business projections, growth rates, and
discount rates. The discount rate we use is based on our weighted
average cost of capital. For the market approach, we chose a group
of 14 companies we believe are representative of our diversified
industrial peers. We used a 70% weighting for the discounted cash
flow valuation approach and a 30% weighting for the market
valuation approach, reflecting our belief that the discounted cash
flow valuation approach provides a better indicator of value since
it reflects the specific cash flows anticipated to be generated in
the future by the business.
We completed
our required annual impairment tests of goodwill as of
October 1, 2012, 2011, and 2010. During the 2012 test, we
determined that the estimated fair value of our Compressor Products
International (“CPI”) reporting unit, included in our
Engineered Products segment, exceeded its book value by 10%. There
is $55.4 million of goodwill allocated to CPI. The future cash
flows modeled for CPI are dependent on certain cost saving
restructuring initiatives and a customer-focused organizational
realignment, both launched in 2012. The customer focused
organizational realignment was critical to price and volume
opportunities identified while developing the 2013 forecast. While
there is uncertainty associated with the customer price and volume
opportunities, only a portion were forecasted in the future cash
flow model utilized for goodwill impairment testing. Finally, CPI
is dependent on the strength of their customers and their
respective industries to achieve sales forecasted for 2013. We
determined all other reporting units had fair values substantially
in excess of carrying values and there were no subsequent
indicators of impairment through December 31, 2012. While we
believe we have made reasonable estimates and assumptions to
calculate the fair value of the reporting units, it is possible a
material change could occur. If our actual results are not
consistent with our estimates and assumptions used to calculate
fair value, we may be required to perform the second step of the
goodwill impairment test which could result in a material
impairment of our goodwill at some point in the future.
Other
intangible assets are recorded at cost, or when acquired as a part
of a business combination, at estimated fair value. These assets
include customer relationships, patents and other technology
agreements, trademarks, licenses and non-compete agreements.
Intangible assets that have definite lives are amortized using a
method that reflects the pattern in which the economic benefits of
the assets are consumed or the straight-line method over estimated
useful lives of 2 to 25 years. Intangible assets with indefinite
lives are subject to at least annual impairment testing, which
compares the fair value of the intangible asset with its carrying
amount. The results of our assessments did not indicate any
impairment to our intangible assets for the years
presented.
|
Investment in GST |
Investment
in GST – The historical business operations of Garlock
Sealing Technologies LLC (“GST LLC”) and The Anchor
Packing Company (“Anchor”) have resulted in a
substantial volume of asbestos litigation in which plaintiffs have
alleged personal injury or death as a result of exposure to
asbestos fibers. Those subsidiaries manufactured and/or sold
industrial sealing products, predominately gaskets and packing,
that contained encapsulated asbestos fibers. Anchor is an inactive
and insolvent indirect subsidiary of Coltec Industries Inc
(“Coltec”). Our subsidiaries’ exposure to
asbestos litigation and their relationships with insurance carriers
have been managed through another Coltec subsidiary, Garrison
Litigation Management Group, Ltd. (“Garrison”). GST
LLC, Anchor and Garrison are collectively referred to as
“GST.”
On June 5,
2010 (the “Petition Date”), GST LLC, Anchor and
Garrison filed voluntary petitions for reorganization under Chapter
11 of the United States Bankruptcy Code in the U.S. Bankruptcy
Court for the Western District of North Carolina in Charlotte (the
“Bankruptcy Court”). GST’s financial results were
included in our consolidated results through June 4, 2010, the
day prior to the Petition Date. However, GAAP requires that an
entity that files for protection under the U.S. Bankruptcy Code,
whether solvent or insolvent, whose financial statements were
previously consolidated with those of its parent, as GST and its
subsidiaries were with EnPro, generally must be prospectively
deconsolidated from the parent and the investment accounted for
using the cost method. At deconsolidation, our investment was
recorded at its estimated fair value on June 4, 2010. The cost
method requires us to present our ownership interests in the net
assets of GST at the Petition Date as an investment and to not
recognize any income or loss from GST and subsidiaries in our
results of operations during the reorganization period. When GST
emerges from the jurisdiction of the Bankruptcy Court, the
subsequent accounting will be determined based upon the applicable
facts and circumstances at such time, including the terms of any
plan of reorganization.
The investment
in GST is subject to periodic reviews for impairment. To estimate
the fair value, we consider many factors and use both discounted
cash flow and market valuation approaches. In the discounted cash
flow approach, we use cash flow projections to calculate the fair
value of GST. The key assumptions used for the discounted cash flow
approach include expected cash flows based on internal business
plans, historical and projected growth rates, discount rates,
estimated asbestos claim values and insurance collection
projections. We do not adjust the assumption about asbestos claims
values from the amount reflected in the liability GST recorded
prior to the deconsolidation. The asbestos claims value will be
determined in the claims resolution process, either through
negotiations with claimant representatives or, absent a negotiated
resolution, by the Bankruptcy Court after contested proceedings.
Our estimates are based upon assumptions we have consistently
applied in prior years and which are believed to be reasonable, but
which by their nature are uncertain and unpredictable. For the
market approach, we use recent acquisition multiples for businesses
of similar size to GST. We use a 70% weighting for the discounted
cash flow valuation approach and a 30% weighting for the market
valuation approach, reflecting our belief that the discounted cash
flow valuation approach provides the best indication of value since
it reflects the specific cash flows anticipated to be generated in
the future by GST.
The ability of
GST LLC and Garrison to continue as going concerns is dependent
upon their ability to resolve their ultimate asbestos liability in
the bankruptcy from their net assets, future cash flows, and
available insurance proceeds, whether through the confirmation of a
plan of reorganization or otherwise. As a result of the bankruptcy
filing and related events, there can be no assurance the carrying
values of the assets, including the carrying value of the business
and the tax receivable, will be realized or that liabilities will
be liquidated or settled for the amounts recorded. In addition, a
plan of reorganization, or rejection thereof, could change the
amounts reported in the GST LLC and Garrison financial statements
and cause a material change in the carrying amount of our
investment in GST.
|
Debt |
Debt
– We have $172.5 million outstanding in aggregate
principal amount of 3.9375% Convertible Senior Debentures (the
“Debentures”). Applicable authoritative accounting
guidance required that the liability component of the Debentures be
recorded at its fair value as of the issuance date. This resulted
in us recording debt in the amount of $111.2 million as of the
October 2005 issuance date with the $61.3 million offset to the
debt discount being recorded in equity on a net of tax basis. The
debt discount, $23.5 million as of December 31, 2012, is being
amortized through interest expense until the maturity date of
October 15, 2015, resulting in an effective interest rate of
approximately 9.5% and a $149.0 million net carrying amount of the
liability component at December 31, 2012. As of
December 31, 2011, the unamortized debt discount was $30.4
million and the net carrying amount of the liability component was
$142.1 million. Interest expense related to the Debentures for the
years ended December 30, 2012, 2011 and 2010 includes $6.8
million of contractual interest coupon in each period and $6.9
million, $6.3 million and $5.8 million, respectively, of debt
discount amortization.
|
Derivative Instruments |
Derivative
Instruments – We use derivative financial instruments to
manage our exposure to various risks. The use of these financial
instruments modifies the exposure with the intent of reducing our
risk. We do not use financial instruments for trading purposes, nor
do we use leveraged financial instruments. The counterparties to
these contractual arrangements are major financial institutions and
GST LLC as described in Note 11. We use multiple financial
institutions for derivative contracts to minimize the concentration
of credit risk. The current accounting rules require derivative
instruments, excluding certain contracts that are issued and held
by a reporting entity that are both indexed to its own stock and
classified in shareholders’ equity, be reported in the
Consolidated Balance Sheets at fair value and that changes in a
derivative’s fair value be recognized currently in earnings
unless specific hedge accounting criteria are met.
We are exposed
to foreign currency risks that arise from normal business
operations. These risks include the translation of local currency
balances on our foreign subsidiaries’ balance sheets,
intercompany loans with foreign subsidiaries and transactions
denominated in foreign currencies. We strive to control our
exposure to these risks through our normal operating activities
and, where appropriate, through derivative instruments. We have
entered into contracts to hedge forecasted transactions occurring
at various dates through December 2014 that are denominated in
foreign currencies. The notional amount of foreign exchange
contracts hedging foreign currency transactions was $130.4 million
and $125.5 million at December 31, 2012 and 2011,
respectively. At December 31, 2012, foreign exchange contracts
with notional amounts totaling $45.3 million were accounted for as
cash flow hedges. As cash flow hedges, the effective portion of the
gain or loss on the contracts was reported in accumulated other
comprehensive loss and the ineffective portion was reported in
income. Amounts in accumulated other comprehensive loss are
reclassified into income, primarily cost of sales, in the period
that the hedged transactions affect earnings. It is anticipated
that substantially the entire amount within accumulated other
comprehensive loss related to derivative instruments will be
reclassified into income within the next twelve months. The
remaining notional amounts of $85.1 million of foreign exchange
contracts, most of which have a maturity date of a month or less,
were recorded at their fair market value with changes in market
value recorded in income. The balances of derivative assets are
generally recorded in other current assets and the balances of
derivative liabilities are generally recorded in accrued expenses
in the Consolidated Balance Sheets.
|
Fair Value Measurements |
Fair Value
Measurements – Fair value is defined as the exchange
price that would be received for an asset or paid to transfer a
liability (an exit price) in the principal or most advantageous
market for the asset or liability in an orderly transaction between
market participants on the measurement date.
We utilize a
fair value hierarchy that prioritizes the inputs to valuation
techniques used to measure fair value into three broad levels. The
following is a brief description of those three levels:
|
• |
|
Level 1: Observable inputs such as quoted prices in active
markets for identical assets or liabilities.
|
|
• |
|
Level 2: Inputs other than quoted prices that are observable
for the asset or liability, either directly or indirectly. These
include quoted prices for similar assets or liabilities in active
markets and quoted prices for identical or similar assets or
liabilities in markets that are not active.
|
|
• |
|
Level 3: Unobservable inputs that reflect the reporting
entity’s own assumptions.
|
The fair value
of intangible assets associated with acquisitions was determined
using a discounted cash flow analysis. Projecting discounted future
cash flows required us to make significant estimates regarding
future revenues and expenses, projected capital expenditures,
changes in working capital and the appropriate discount rate. This
non-recurring fair value measurement would be classified as Level 3
due to the absence of quoted market prices or observable inputs for
assets of a similar nature.
Similarly, the
fair value computations for the recurring impairment analyses of
goodwill, indefinite-lived intangible assets and the investment in
GST would be classified as Level 3 due to the absence of quoted
market prices or observable inputs. The key assumptions used for
the discounted cash flow approach include expected cash flows based
on internal business plans, historical and projected growth rates
and discount rates. Significant changes in any of those inputs
could result in a significantly different fair value
measurement.
|
X |
- Definition
Disclosure of accounting policy for cash and cash equivalents, including the policy for determining which items are treated as cash equivalents. Other information that may be disclosed includes (1) the nature of any restrictions on the entity's use of its cash and cash equivalents, (2) whether the entity's cash and cash equivalents are insured or expose the entity to credit risk, (3) the classification of any negative balance accounts (overdrafts), and (4) the carrying basis of cash equivalents (for example, at cost) and whether the carrying amount of cash equivalents approximates fair value.
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v2.4.0.6
Acquisitions (Tables)
|
12 Months Ended |
Dec. 31, 2012
|
Schedule Of Purchase Price Allocations |
The following
table presents the purchase price allocation of Motorwheel as well
as minor adjustments to previously completed
acquisitions:
|
|
|
|
|
|
|
(in millions) |
|
Accounts
receivable
|
|
$ |
7.0 |
|
Inventories
|
|
|
5.0 |
|
Property, plant and
equipment
|
|
|
14.2 |
|
Goodwill
|
|
|
16.9 |
|
Other intangible
assets
|
|
|
49.7 |
|
Other assets
|
|
|
0.1 |
|
Liabilities
assumed
|
|
|
(7.6 |
) |
|
|
|
|
|
|
|
$ |
85.3 |
|
|
|
|
|
|
|
Schedule Of Pro Forma Condensed Consolidated Financial Results Of Operations |
The following
pro forma condensed consolidated financial results of operations
for the years ended December 31, 2011 and 2010, are presented
as if the 2011 acquisitions had been completed on January 1,
2010:
|
|
|
|
|
|
|
|
|
|
|
2011 |
|
|
2010 |
|
|
|
(in
millions) |
|
Pro forma net
sales
|
|
$ |
1,161.7 |
|
|
$ |
1,028.5 |
|
Pro forma net income from
continuing operations
|
|
|
50.9 |
|
|
|
63.9 |
|
|
X |
- Definition
Tabular disclosure of pro forma results of operations for a material business acquisition or series of individually immaterial business acquisitions that are material in the aggregate.
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v2.4.0.6
Overview, Significant Accounting Policies and Recently Issued Accounting Pronouncements
|
12 Months Ended |
Dec. 31, 2012
|
Overview, Significant Accounting Policies and Recently Issued Accounting Pronouncements |
1. |
|
Overview, Significant
Accounting Policies and Recently Issued Accounting
Pronouncements |
Overview
EnPro
Industries, Inc. (“we,” “us,”
“our,” “EnPro” or the
“Company”) is a leader in the design, development,
manufacturing and marketing of proprietary engineered industrial
products that primarily include: sealing products;
self-lubricating, non-rolling bearing products; precision
engineered components and lubrication systems for reciprocating
compressors; and, heavy-duty, medium-speed diesel, natural gas and
dual fuel reciprocating engines, including parts and services for
engines.
Summary
of Significant Accounting Policies
Principles
of Consolidation – The Consolidated Financial Statements
reflect the accounts of the Company and our majority-owned and
controlled subsidiaries. All intercompany accounts and transactions
between our consolidated operations have been
eliminated.
Use of
Estimates – The preparation of financial statements in
conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the
amounts reported in the financial statements and accompanying
notes. Actual results could differ from those estimates.
Revisions – Certain prior period amounts have been
revised to conform to current classifications. Cash payments
associated with the development or purchase of internal-use
software of $2.8 million and $2.2 million for the years ended
December 31, 2011 and 2010, respectively, previously
classified as operating cash flows on the Consolidated Statements
of Cash Flow, have been changed to investing cash flows. We
concluded this revision was not material to the prior years’
cash flow statements. No other financial amounts or disclosures
were affected.
Revenue
Recognition – Revenue is recognized at the time title and
risk of product ownership is transferred or when services are
rendered with the exception of engine revenue recognition in the
Engine Products and Services segment as described in the following
three paragraphs. Shipping costs billed to customers are recognized
as revenue and expensed in cost of goods sold.
During the
third quarter of 2011, the Engine Products and Services segment
began using percentage-of-completion (“POC”) accounting
for new and nearly new engine contracts rather than the
completed-contract method. We made this change because, as a result
of enhancements to our financial management and reporting systems,
we are able to reasonably estimate the revenue, costs, and progress
towards completion of engine builds. If we are not able to meet
those conditions for a particular engine contract, we recognize
revenues using the completed-contract method. Progress towards
completion is measured by reference to costs incurred to date as a
percentage of estimated total project costs.
Recognized
revenues and profits are subject to revisions during the engine
build period in the event the assumptions regarding the overall
contract outcome are revised. The cumulative effect of a revision
in estimates is recorded in the period such a revision becomes
likely and estimable. Losses on contracts in progress are
recognized in the period a loss becomes likely and estimable.
Contracts accounted for under the POC method represented revenues
and operating income of $67.3 million and $13.1 million,
respectively, for the year ended December 31, 2012, and $9.6
million and $1.5 million, respectively, for the year ended
December 31, 2011.
The Engine
Products and Services segment will continue to use the
completed-contract method for engines in production at
June 30, 2011. Revenue recognition for Engine Products and
Services’ parts and services revenue did not change nor did
the revenue recognition policy for the Sealing Products or
Engineered Products segment.
Foreign
Currency Translation – The financial statements of those
operations whose functional currency is a foreign currency are
translated into U.S. dollars using the current rate method. Under
this method, all assets and liabilities are translated into U.S.
dollars using current exchange rates, and income statement
activities are translated using average exchange rates. The foreign
currency translation adjustment is included in accumulated other
comprehensive loss in the Consolidated Balance Sheets. Gains and
losses on foreign currency transactions are included in operating
income. Foreign currency transaction gains (losses) totaled $0.3
million, $(0.9) million, and $2.1 million for 2012, 2011, and 2010,
respectively.
Research and
Development Expense – Costs related to research and
development activities are expensed as incurred. We perform
research and development under Company-funded programs for
commercial products. Total research and development expenditures in
2012, 2011, and 2010 were $10.8 million, $14.6 million, and $12.4
million, respectively, and are included in selling, general and
administrative expenses in the Consolidated Statements of
Operations.
Income
Taxes – We use the asset and liability method of
accounting for income taxes. Temporary differences arising between
the tax basis of an asset or liability and its carrying amount on
the Consolidated Balance Sheet are used to calculate future income
tax assets or liabilities. This method also requires the
recognition of deferred tax benefits, such as net operating loss
carryforwards. A valuation allowance recorded to reduce deferred
tax assets when it is more likely than not that a tax benefit will
not be realized. Deferred tax assets and liabilities are measured
using enacted tax rates expected to apply to the taxable income
(losses) in the years in which those temporary differences are
expected to be recovered or settled. The effect on deferred tax
assets and liabilities of a change in tax rates is recognized in
income in the period that includes the enactment date. A tax
benefit from an uncertain tax position is recognized only if it is
more likely than not that the position will be sustained on its
technical merits. If the recognition threshold for the tax position
is met, only the portion of the tax benefit that is greater than 50
percent likely to be realized is recorded.
Cash and
Cash Equivalents – Cash and cash equivalents include cash
on hand, demand deposits and highly liquid investments with a
maturity of three months or less at the time of
purchase.
Receivables – Accounts receivable are stated at
the historical carrying amount net of write-offs and allowance for
doubtful accounts. We establish an allowance for doubtful accounts
receivable based on historical experience and any specific customer
collection issues we have identified. Doubtful accounts receivable
are written off when a settlement is reached for an amount less
than the outstanding historical balance or when we have determined
the balance will not be collected.
The balances
billed but not paid by customers pursuant to retainage provisions
in long-term contracts and programs are due upon completion of the
contracts and acceptance by the owner. At December 31, 2012,
we had $3.6 million of retentions expected to be collected in 2013
recorded in accounts receivable and $2.9 million of retentions
expected to be collected beyond 2013 recorded in other long-term
assets in the Consolidated Balance Sheets. At December 31,
2011, we had $5.5 million of current retentions and $0.7 million of
long-term retentions recorded in the Consolidated Balance
Sheets.
Inventories – Certain domestic inventories are
valued by the last-in, first-out (“LIFO”) cost method.
Inventories not valued by the LIFO method, other than inventoried
costs relating to long-term contracts and programs, are valued
using the first-in, first-out (“FIFO”) cost method, and
are recorded at the lower of cost or market. Approximately 37% and
33% of inventories were valued by the LIFO method in 2012 and 2011,
respectively.
Inventoried
costs relating to long-term contracts and programs are stated at
the actual production cost, incurred to date, including direct
labor and factory overhead. Progress payments related to long-term
contracts and programs are shown as a reduction of inventories.
Initial program start-up costs and other nonrecurring costs are
expensed as incurred. Inventoried costs relating to long-term
contracts and programs are reduced by any amounts in excess of
estimated realizable value.
Property,
Plant and Equipment – Property, plant and equipment are
recorded at cost. Depreciation of plant and equipment is determined
on the straight-line method over the following estimated useful
lives of the assets: buildings and improvements, 3 to 40 years;
machinery and equipment, 3 to 10 years.
Goodwill and
Other Intangible Assets – Goodwill represents the excess
of the purchase price over the fair value of the net assets of
acquired businesses. Goodwill is not amortized, but instead is
subject to annual impairment testing conducted each year as of
October 1. The goodwill asset impairment test involves
comparing the fair value of a reporting unit to its carrying
amount. If the carrying amount of a reporting unit exceeds its fair
value, a second step of comparing the implied fair value of the
reporting unit’s goodwill to the carrying amount of that
goodwill is required to measure the potential goodwill impairment
loss. Interim tests may be required if an event occurs or
circumstances change that would more likely than not reduce the
fair value of a reporting unit below its carrying
amount.
To estimate the
fair value of our reporting units, we use both discounted cash flow
and market valuation approaches. The discounted cash flow approach
uses cash flow projections to calculate the fair value of each
reporting unit while the market approach relies on market multiples
of similar companies. The key assumptions used for the discounted
cash flow approach include business projections, growth rates, and
discount rates. The discount rate we use is based on our weighted
average cost of capital. For the market approach, we chose a group
of 14 companies we believe are representative of our diversified
industrial peers. We used a 70% weighting for the discounted cash
flow valuation approach and a 30% weighting for the market
valuation approach, reflecting our belief that the discounted cash
flow valuation approach provides a better indicator of value since
it reflects the specific cash flows anticipated to be generated in
the future by the business.
We completed
our required annual impairment tests of goodwill as of
October 1, 2012, 2011, and 2010. During the 2012 test, we
determined that the estimated fair value of our Compressor Products
International (“CPI”) reporting unit, included in our
Engineered Products segment, exceeded its book value by 10%. There
is $55.4 million of goodwill allocated to CPI. The future cash
flows modeled for CPI are dependent on certain cost saving
restructuring initiatives and a customer-focused organizational
realignment, both launched in 2012. The customer focused
organizational realignment was critical to price and volume
opportunities identified while developing the 2013 forecast. While
there is uncertainty associated with the customer price and volume
opportunities, only a portion were forecasted in the future cash
flow model utilized for goodwill impairment testing. Finally, CPI
is dependent on the strength of their customers and their
respective industries to achieve sales forecasted for 2013. We
determined all other reporting units had fair values substantially
in excess of carrying values and there were no subsequent
indicators of impairment through December 31, 2012. While we
believe we have made reasonable estimates and assumptions to
calculate the fair value of the reporting units, it is possible a
material change could occur. If our actual results are not
consistent with our estimates and assumptions used to calculate
fair value, we may be required to perform the second step of the
goodwill impairment test which could result in a material
impairment of our goodwill at some point in the future.
Other
intangible assets are recorded at cost, or when acquired as a part
of a business combination, at estimated fair value. These assets
include customer relationships, patents and other technology
agreements, trademarks, licenses and non-compete agreements.
Intangible assets that have definite lives are amortized using a
method that reflects the pattern in which the economic benefits of
the assets are consumed or the straight-line method over estimated
useful lives of 2 to 25 years. Intangible assets with indefinite
lives are subject to at least annual impairment testing, which
compares the fair value of the intangible asset with its carrying
amount. The results of our assessments did not indicate any
impairment to our intangible assets for the years
presented.
Investment
in GST – The historical business operations of Garlock
Sealing Technologies LLC (“GST LLC”) and The Anchor
Packing Company (“Anchor”) have resulted in a
substantial volume of asbestos litigation in which plaintiffs have
alleged personal injury or death as a result of exposure to
asbestos fibers. Those subsidiaries manufactured and/or sold
industrial sealing products, predominately gaskets and packing,
that contained encapsulated asbestos fibers. Anchor is an inactive
and insolvent indirect subsidiary of Coltec Industries Inc
(“Coltec”). Our subsidiaries’ exposure to
asbestos litigation and their relationships with insurance carriers
have been managed through another Coltec subsidiary, Garrison
Litigation Management Group, Ltd. (“Garrison”). GST
LLC, Anchor and Garrison are collectively referred to as
“GST.”
On June 5,
2010 (the “Petition Date”), GST LLC, Anchor and
Garrison filed voluntary petitions for reorganization under Chapter
11 of the United States Bankruptcy Code in the U.S. Bankruptcy
Court for the Western District of North Carolina in Charlotte (the
“Bankruptcy Court”). GST’s financial results were
included in our consolidated results through June 4, 2010, the
day prior to the Petition Date. However, GAAP requires that an
entity that files for protection under the U.S. Bankruptcy Code,
whether solvent or insolvent, whose financial statements were
previously consolidated with those of its parent, as GST and its
subsidiaries were with EnPro, generally must be prospectively
deconsolidated from the parent and the investment accounted for
using the cost method. At deconsolidation, our investment was
recorded at its estimated fair value on June 4, 2010. The cost
method requires us to present our ownership interests in the net
assets of GST at the Petition Date as an investment and to not
recognize any income or loss from GST and subsidiaries in our
results of operations during the reorganization period. When GST
emerges from the jurisdiction of the Bankruptcy Court, the
subsequent accounting will be determined based upon the applicable
facts and circumstances at such time, including the terms of any
plan of reorganization.
The investment
in GST is subject to periodic reviews for impairment. To estimate
the fair value, we consider many factors and use both discounted
cash flow and market valuation approaches. In the discounted cash
flow approach, we use cash flow projections to calculate the fair
value of GST. The key assumptions used for the discounted cash flow
approach include expected cash flows based on internal business
plans, historical and projected growth rates, discount rates,
estimated asbestos claim values and insurance collection
projections. We do not adjust the assumption about asbestos claims
values from the amount reflected in the liability GST recorded
prior to the deconsolidation. The asbestos claims value will be
determined in the claims resolution process, either through
negotiations with claimant representatives or, absent a negotiated
resolution, by the Bankruptcy Court after contested proceedings.
Our estimates are based upon assumptions we have consistently
applied in prior years and which are believed to be reasonable, but
which by their nature are uncertain and unpredictable. For the
market approach, we use recent acquisition multiples for businesses
of similar size to GST. We use a 70% weighting for the discounted
cash flow valuation approach and a 30% weighting for the market
valuation approach, reflecting our belief that the discounted cash
flow valuation approach provides the best indication of value since
it reflects the specific cash flows anticipated to be generated in
the future by GST.
The ability of
GST LLC and Garrison to continue as going concerns is dependent
upon their ability to resolve their ultimate asbestos liability in
the bankruptcy from their net assets, future cash flows, and
available insurance proceeds, whether through the confirmation of a
plan of reorganization or otherwise. As a result of the bankruptcy
filing and related events, there can be no assurance the carrying
values of the assets, including the carrying value of the business
and the tax receivable, will be realized or that liabilities will
be liquidated or settled for the amounts recorded. In addition, a
plan of reorganization, or rejection thereof, could change the
amounts reported in the GST LLC and Garrison financial statements
and cause a material change in the carrying amount of our
investment in GST.
Debt
– We have $172.5 million outstanding in aggregate
principal amount of 3.9375% Convertible Senior Debentures (the
“Debentures”). Applicable authoritative accounting
guidance required that the liability component of the Debentures be
recorded at its fair value as of the issuance date. This resulted
in us recording debt in the amount of $111.2 million as of the
October 2005 issuance date with the $61.3 million offset to the
debt discount being recorded in equity on a net of tax basis. The
debt discount, $23.5 million as of December 31, 2012, is being
amortized through interest expense until the maturity date of
October 15, 2015, resulting in an effective interest rate of
approximately 9.5% and a $149.0 million net carrying amount of the
liability component at December 31, 2012. As of
December 31, 2011, the unamortized debt discount was $30.4
million and the net carrying amount of the liability component was
$142.1 million. Interest expense related to the Debentures for the
years ended December 30, 2012, 2011 and 2010 includes $6.8
million of contractual interest coupon in each period and $6.9
million, $6.3 million and $5.8 million, respectively, of debt
discount amortization.
Derivative
Instruments – We use derivative financial instruments to
manage our exposure to various risks. The use of these financial
instruments modifies the exposure with the intent of reducing our
risk. We do not use financial instruments for trading purposes, nor
do we use leveraged financial instruments. The counterparties to
these contractual arrangements are major financial institutions and
GST LLC as described in Note 11. We use multiple financial
institutions for derivative contracts to minimize the concentration
of credit risk. The current accounting rules require derivative
instruments, excluding certain contracts that are issued and held
by a reporting entity that are both indexed to its own stock and
classified in shareholders’ equity, be reported in the
Consolidated Balance Sheets at fair value and that changes in a
derivative’s fair value be recognized currently in earnings
unless specific hedge accounting criteria are met.
We are exposed
to foreign currency risks that arise from normal business
operations. These risks include the translation of local currency
balances on our foreign subsidiaries’ balance sheets,
intercompany loans with foreign subsidiaries and transactions
denominated in foreign currencies. We strive to control our
exposure to these risks through our normal operating activities
and, where appropriate, through derivative instruments. We have
entered into contracts to hedge forecasted transactions occurring
at various dates through December 2014 that are denominated in
foreign currencies. The notional amount of foreign exchange
contracts hedging foreign currency transactions was $130.4 million
and $125.5 million at December 31, 2012 and 2011,
respectively. At December 31, 2012, foreign exchange contracts
with notional amounts totaling $45.3 million were accounted for as
cash flow hedges. As cash flow hedges, the effective portion of the
gain or loss on the contracts was reported in accumulated other
comprehensive loss and the ineffective portion was reported in
income. Amounts in accumulated other comprehensive loss are
reclassified into income, primarily cost of sales, in the period
that the hedged transactions affect earnings. It is anticipated
that substantially the entire amount within accumulated other
comprehensive loss related to derivative instruments will be
reclassified into income within the next twelve months. The
remaining notional amounts of $85.1 million of foreign exchange
contracts, most of which have a maturity date of a month or less,
were recorded at their fair market value with changes in market
value recorded in income. The balances of derivative assets are
generally recorded in other current assets and the balances of
derivative liabilities are generally recorded in accrued expenses
in the Consolidated Balance Sheets.
Fair Value
Measurements – Fair value is defined as the exchange
price that would be received for an asset or paid to transfer a
liability (an exit price) in the principal or most advantageous
market for the asset or liability in an orderly transaction between
market participants on the measurement date.
We utilize a
fair value hierarchy that prioritizes the inputs to valuation
techniques used to measure fair value into three broad levels. The
following is a brief description of those three levels:
|
• |
|
Level 1: Observable inputs such as quoted prices in active
markets for identical assets or liabilities.
|
|
• |
|
Level 2: Inputs other than quoted prices that are observable
for the asset or liability, either directly or indirectly. These
include quoted prices for similar assets or liabilities in active
markets and quoted prices for identical or similar assets or
liabilities in markets that are not active.
|
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• |
|
Level 3: Unobservable inputs that reflect the reporting
entity’s own assumptions.
|
The fair value
of intangible assets associated with acquisitions was determined
using a discounted cash flow analysis. Projecting discounted future
cash flows required us to make significant estimates regarding
future revenues and expenses, projected capital expenditures,
changes in working capital and the appropriate discount rate. This
non-recurring fair value measurement would be classified as Level 3
due to the absence of quoted market prices or observable inputs for
assets of a similar nature.
Similarly, the
fair value computations for the recurring impairment analyses of
goodwill, indefinite-lived intangible assets and the investment in
GST would be classified as Level 3 due to the absence of quoted
market prices or observable inputs. The key assumptions used for
the discounted cash flow approach include expected cash flows based
on internal business plans, historical and projected growth rates
and discount rates. Significant changes in any of those inputs
could result in a significantly different fair value
measurement.
Recently
Issued Accounting Pronouncements
In July 2012,
existing accounting guidance regarding impairment testing for
indefinite-lived intangible assets was amended. The change gives
companies the option to perform a qualitative impairment assessment
for their indefinite-lived intangible assets that may allow them to
skip the required quantitative fair value calculation. The change
is effective for fiscal years beginning after September 15,
2012, and early adoption is permitted. There will be no effect on
our consolidated financial results as the amendment relates only to
the method of impairment testing.
In June 2011,
accounting guidance was amended to change the presentation of
comprehensive income. These changes give an entity the option to
present the total of comprehensive income, the components of net
income, and the components of other comprehensive income either in
a single continuous statement of comprehensive income or in two
separate but consecutive statements. These changes became effective
retrospectively for fiscal years beginning after December 15,
2011. Other than the change in presentation, there was no effect on
our consolidated financial statements.
In May 2011,
existing accounting guidance regarding fair value measurement and
disclosure was amended. The clarifying changes relate to the
application of the highest and best use and valuation premise
concepts, measuring the fair value of an instrument classified in a
reporting entity’s shareholders’ equity, and disclosure
of quantitative information about unobservable inputs used for
Level 3 fair value measurements. These changes became effective for
interim and annual periods beginning after December 15, 2011.
There was no significant impact on our consolidated financial
results and balance sheet.
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v2.4.0.6
Discontinued Operations (Tables)
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12 Months Ended |
Dec. 31, 2012
|
Schedule Of Operations From Quincy |
For the year
ended December 31, 2010, results of operations from Quincy
during the period owned by EnPro were as follows (in
millions):
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Sales
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$ |
23.3 |
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Income from discontinued
operations
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$ |
2.6 |
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Income tax
expense
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(1.0 |
) |
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Income from discontinued
operations, before gain from disposal
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1.6 |
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Gain from disposal of
discontinued operations, net of tax
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92.5 |
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Income from discontinued
operations, net of taxes
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$ |
94.1 |
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v2.4.0.6
Selected Quarterly Financial Data - Schedule of Selected Quarterly Financial Data (Detail) (USD $) In Millions, except Per Share data, unless otherwise specified
|
3 Months Ended |
12 Months Ended |
Dec. 31, 2012
|
Sep. 30, 2012
|
Jun. 30, 2012
|
Mar. 31, 2012
|
Dec. 31, 2011
|
Sep. 30, 2011
|
Jun. 30, 2011
|
Mar. 31, 2011
|
Dec. 31, 2012
|
Dec. 31, 2011
|
Dec. 31, 2010
|
Selected Quarterly Financial Information [Abstract] |
|
|
|
|
|
|
|
|
|
|
|
Net sales |
$ 279.3 |
$ 291.7 |
$ 301.7 |
$ 311.5 |
$ 271.4 |
$ 300.8 |
$ 263.7 |
$ 269.6 |
$ 1,184.2 |
$ 1,105.5 |
$ 865.0 |
Gross profit |
91.1 |
98.8 |
103.0 |
107.2 |
88.9 |
96.8 |
99.3 |
94.0 |
400.1 |
379.0 |
324.0 |
Net income |
$ 5.7 |
$ 11.3 |
$ 10.2 |
$ 13.8 |
$ 2.6 |
$ 14.2 |
$ 12.2 |
$ 15.2 |
$ 41.0 |
$ 44.2 |
$ 155.4 |
Basic earnings per share |
$ 0.28 |
$ 0.54 |
$ 0.50 |
$ 0.67 |
$ 0.12 |
$ 0.70 |
$ 0.59 |
$ 0.74 |
$ 1.99 |
$ 2.15 |
$ 7.64 |
Diluted earnings per share |
$ 0.27 |
$ 0.53 |
$ 0.47 |
$ 0.64 |
$ 0.12 |
$ 0.66 |
$ 0.56 |
$ 0.71 |
$ 1.90 |
$ 2.06 |
$ 7.51 |
X |
- Definition
The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.
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v2.4.0.6
Related Party Transactions (Tables)
|
12 Months Ended |
Dec. 31, 2012
|
Schedule of Amounts Included in Financial Statements Arising From Transactions with GST |
Amounts included
in our financial statements arising from transactions with GST
include the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial Statement
Location
|
|
Years Ended
December 31, |
|
|
|
|
2012 |
|
|
2011 |
|
|
2010 |
|
|
|
|
|
(in
millions) |
|
Sales to GST
|
|
Net sales |
|
$ |
26.1 |
|
|
$ |
24.4 |
|
|
$ |
11.4 |
|
Purchases from
GST
|
|
Cost of sales |
|
$ |
20.1 |
|
|
$ |
21.7 |
|
|
$ |
9.1 |
|
Interest expense
|
|
Interest expense |
|
$ |
27.8 |
|
|
$ |
26.7 |
|
|
$ |
14.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial Statement
Location
|
|
As of December 31, |
|
|
|
|
2012 |
|
|
2011 |
|
|
|
|
|
(in
millions) |
|
Due from GST
|
|
Accounts receivable |
|
$ |
20.5 |
|
|
$ |
18.5 |
|
Income tax
receivable
|
|
Deferred income taxes and
income tax receivable
|
|
$ |
32.8 |
|
|
$ |
24.1 |
|
Due to GST
|
|
Accounts payable |
|
$ |
5.0 |
|
|
$ |
4.9 |
|
Accrued interest
|
|
Accrued expenses |
|
$ |
27.4 |
|
|
$ |
26.1 |
|
|
X |
- Definition
Tabular disclosure of related party transactions. Examples of related party transactions include, but are not limited to, transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners and (d) affiliates.
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v2.4.0.6
CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) In Millions, except Per Share data, unless otherwise specified
|
12 Months Ended |
Dec. 31, 2012
|
Dec. 31, 2011
|
Dec. 31, 2010
|
Net sales |
$ 1,184.2 |
$ 1,105.5 |
$ 865.0 |
Cost of sales |
784.1 |
726.5 |
541.0 |
Gross profit |
400.1 |
379.0 |
324.0 |
Operating expenses: |
|
|
|
Selling, general and administrative |
286.1 |
275.0 |
242.9 |
Asbestos-related |
|
|
23.3 |
Other |
6.5 |
2.3 |
3.4 |
Operating expenses, total |
292.6 |
277.3 |
269.6 |
Operating income |
107.5 |
101.7 |
54.4 |
Interest expense |
(43.2) |
(40.8) |
(27.5) |
Interest income |
0.4 |
1.2 |
1.6 |
Gain on deconsolidation of GST |
|
|
54.1 |
Other income (expense) |
(1.2) |
2.9 |
|
Income from continuing operations before income taxes |
63.5 |
65.0 |
82.6 |
Income tax expense |
(22.5) |
(20.8) |
(21.3) |
Income from continuing operations |
41.0 |
44.2 |
61.3 |
Income from discontinued operations, net of taxes |
|
|
94.1 |
Net income |
$ 41.0 |
$ 44.2 |
$ 155.4 |
Basic earnings per share: |
|
|
|
Continuing operations |
$ 1.99 |
$ 2.15 |
$ 3.01 |
Discontinued operations |
|
|
$ 4.63 |
Net income per share |
$ 1.99 |
$ 2.15 |
$ 7.64 |
Diluted earnings per share: |
|
|
|
Continuing operations |
$ 1.90 |
$ 2.06 |
$ 2.96 |
Discontinued operations |
|
|
$ 4.55 |
Net income per share |
$ 1.90 |
$ 2.06 |
$ 7.51 |
X |
- Definition
The aggregate costs related to goods produced and sold and services rendered by an entity during the reporting period. This excludes costs incurred during the reporting period related to financial services rendered and other revenue generating activities.
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-Name Accounting Standards Codification
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-SubTopic 225
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-Subparagraph (SX 210.9-04.23)
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-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.
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-Name Regulation S-X (SX)
-Number 210
-Section 04
-Paragraph 9
-Article 9
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-Name Federal Regulation (FR)
-Number Title 12
-Section 563c.102
-Paragraph 9
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-Subsection II
-LegacyDoc This is a non-GAAP reference that was included in the 2009 taxonomy. It will be removed from future versions of this taxonomy.
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-Number 130
-Paragraph 10, 15
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-Number 210
-Section 04
-Paragraph 20
-Article 9
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-Name Accounting Standards Codification
-Glossary Net Income
-URI http://asc.fasb.org/extlink&oid=6518256
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-Name Emerging Issues Task Force (EITF)
-Number 87-21
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-Name Statement of Financial Accounting Standard (FAS)
-Number 95
-Paragraph 28, 29, 30
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-Name Accounting Standards Codification
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-SubTopic 10
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-Paragraph 28
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-Name Accounting Standards Codification
-Topic 944
-SubTopic 225
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04.19)
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-Paragraph 6
-URI http://asc.fasb.org/extlink&oid=20435746&loc=d3e565-108580
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-Publisher AICPA
-Name Accounting Research Bulletin (ARB)
-Number 51
-Paragraph A7
-Appendix A
Reference 15: http://www.xbrl.org/2003/role/presentationRef
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-Name Accounting Research Bulletin (ARB)
-Number 51
-Paragraph 38
-Subparagraph a
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-Name Accounting Research Bulletin (ARB)
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v2.4.0.6
Equity Compensation Plan (Tables)
|
12 Months Ended |
Dec. 31, 2012
|
Summary of Restricted Share Units Activity, Performance Share Activity and Restricted Stock Activity |
A summary of
award activity under these plans is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restricted Share
Units |
|
|
Performance
Shares |
|
|
Restricted
Stock |
|
|
|
Shares |
|
|
Weighted-
Average
Grant Date
Fair Value |
|
|
Shares |
|
|
Weighted-
Average
Grant Date
Fair Value |
|
|
Shares |
|
|
Weighted-
Average
Grant Date
Fair Value |
|
Nonvested at
December 31, 2009
|
|
|
288,839 |
|
|
$ |
18.73 |
|
|
|
290,110 |
|
|
$ |
30.66 |
|
|
|
135,603 |
|
|
$ |
32.37 |
|
Granted
|
|
|
78,362 |
|
|
|
24.49 |
|
|
|
331,692 |
|
|
|
24.10 |
|
|
|
4,000 |
|
|
|
31.75 |
|
Vested
|
|
|
— |
|
|
|
— |
|
|
|
(52,292 |
) |
|
|
30.66 |
|
|
|
(2,500 |
) |
|
|
21.46 |
|
Forfeited
|
|
|
(30,295 |
) |
|
|
19.83 |
|
|
|
(58,274 |
) |
|
|
27.33 |
|
|
|
— |
|
|
|
— |
|
Shares settled for
cash
|
|
|
(19,301 |
) |
|
|
28.90 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Achievement level
adjustment
|
|
|
— |
|
|
|
— |
|
|
|
(209,168 |
) |
|
|
30.66 |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nonvested at
December 31, 2010
|
|
|
317,605 |
|
|
|
18.91 |
|
|
|
302,068 |
|
|
|
24.10 |
|
|
|
137,103 |
|
|
|
32.35 |
|
Granted
|
|
|
67,454 |
|
|
|
42.07 |
|
|
|
93,488 |
|
|
|
42.30 |
|
|
|
3,750 |
|
|
|
39.25 |
|
Vested
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(97,436 |
) |
|
|
31.84 |
|
Forfeited
|
|
|
(13,946 |
) |
|
|
25.04 |
|
|
|
(15,408 |
) |
|
|
25.03 |
|
|
|
— |
|
|
|
— |
|
Shares settled for
cash
|
|
|
(2,263 |
) |
|
|
39.56 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nonvested at
December 31, 2011
|
|
|
368,850 |
|
|
|
23.24 |
|
|
|
380,148 |
|
|
|
28.54 |
|
|
|
43,417 |
|
|
$ |
34.69 |
|
Granted
|
|
|
83,841 |
|
|
|
37.65 |
|
|
|
137,382 |
|
|
|
37.65 |
|
|
|
15,000 |
|
|
|
41.47 |
|
Vested
|
|
|
(98,834 |
) |
|
|
18.80 |
|
|
|
(275,336 |
) |
|
|
24.10 |
|
|
|
(17,833 |
) |
|
|
34.55 |
|
Forfeited
|
|
|
(19,127 |
) |
|
|
31.65 |
|
|
|
(22,992 |
) |
|
|
31.48 |
|
|
|
— |
|
|
|
— |
|
Shares settled for
cash
|
|
|
(32,243 |
) |
|
|
41.88 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nonvested at
December 31, 2012
|
|
|
302,487 |
|
|
$ |
29.43 |
|
|
|
219,202 |
|
|
$ |
39.52 |
|
|
|
40,584 |
|
|
$ |
37.27 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Schedule of Information With Respect to Stock Options |
The following
table provides certain information with respect to stock options as
of December 31, 2012:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Range of Exercise
Price
|
|
Stock Options
Outstanding
|
|
Stock
Options
Exercisable
|
|
Weighted
Average
Exercise Price
|
|
Weighted
Average
Remaining
Contractual Life
|
Under $40.00
|
|
|
|
100,000 |
|
|
|
|
100,000 |
|
|
|
$ |
34.55 |
|
|
|
|
5.28 years |
|
Over $40.00
|
|
|
|
25,288 |
|
|
|
|
— |
|
|
|
$ |
42.24 |
|
|
|
|
8.12 years |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
125,288 |
|
|
|
|
100,000 |
|
|
|
$ |
36.10 |
|
|
|
|
5.85 years |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Summary of Option Activity Under Plan |
A summary of
option activity under the Plan as of December 31, 2012, and
changes during the year then ended, is presented below:
|
|
|
|
|
|
|
|
|
|
|
Share
Options
Outstanding |
|
|
Weighted
Average
Exercise
Price |
|
Balance at December 31,
2011
|
|
|
159,788 |
|
|
$ |
29.50 |
|
Exercised
|
|
|
(34,500 |
) |
|
$ |
5.51 |
|
|
|
|
|
|
|
|
|
|
Balance at December 31,
2012
|
|
|
125,288 |
|
|
$ |
36.10 |
|
|
|
|
|
|
|
|
|
|
|
Schedule Of Intrinsic Value Related to stock Options |
The year-end
intrinsic value related to stock options is presented
below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of and for the Years Ended December 31, |
|
(in millions) |
|
2012 |
|
|
2011 |
|
|
2010 |
|
|
|
|
|
Options
outstanding
|
|
$ |
0.6 |
|
|
$ |
0.8 |
|
|
$ |
5.5 |
|
Options
exercisable
|
|
$ |
0.6 |
|
|
$ |
0.8 |
|
|
$ |
5.2 |
|
Options exercised
|
|
$ |
1.2 |
|
|
$ |
2.1 |
|
|
$ |
8.2 |
|
|
Schedule of Equity Based Compensation |
We recognized
the following equity-based employee compensation expenses and
benefits related to our Plan activity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31, |
|
(in millions) |
|
2012 |
|
|
2011 |
|
|
2010 |
|
|
|
|
|
Compensation
expense
|
|
$ |
7.3 |
|
|
$ |
6.6 |
|
|
$ |
6.7 |
|
Related income tax
benefit
|
|
$ |
2.7 |
|
|
$ |
2.5 |
|
|
$ |
2.5 |
|
|
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v2.4.0.6
CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) In Millions, except Share data, unless otherwise specified
|
Dec. 31, 2012
|
Dec. 31, 2011
|
Accounts and notes receivable, allowance for doubtful accounts |
$ 5.7 |
$ 4.6 |
Common stock, par value |
$ 0.01 |
$ 0.01 |
Common stock, shares authorized |
100,000,000 |
100,000,000 |
Common stock, shares, issued |
20,904,857 |
20,779,237 |
Treasury stock, shares |
204,382 |
206,306 |
X |
- Definition
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v2.4.0.6
Equity Compensation Plan - Additional Information (Detail) (USD $) Share data in Millions, unless otherwise specified
|
12 Months Ended |
Dec. 31, 2012
|
Dec. 31, 2011
|
Dec. 31, 2010
|
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] |
|
|
|
Shares pursuant to various market and performance-based incentive awards |
4.3 |
|
|
Shares available for future awards |
0.8 |
|
|
Share units awards vest period |
10 years |
|
|
Percentage of fair market value on the date of grant |
100.00% |
|
|
Consideration received from option exercises under the Plan |
$ 200,000 |
$ 500,000 |
$ 1,000,000 |
Tax benefit realized for the tax deductions from option exercises totaled |
1,500,000 |
200,000 |
1,300,000 |
Annual amount of shares granted to non-employee directors, value |
75,000 |
|
|
Cash payments used to settle phantom shares |
300,000 |
600,000 |
|
Restricted Stock Units (RSUs) [Member]
|
|
|
|
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] |
|
|
|
Share units awards vest period |
3 years |
|
|
Unrecognized compensation cost |
2,800,000 |
|
|
Unrecognized compensation cost expected to be recognized over a weighted average period, years |
1 year |
|
|
Performance Shares [Member]
|
|
|
|
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] |
|
|
|
Share units awards vest period |
3 years |
|
|
Unrecognized compensation cost |
2,200,000 |
|
|
Unrecognized compensation cost expected to be recognized over a weighted average period, years |
1 year 8 months 12 days |
|
|
Restricted Stock [Member]
|
|
|
|
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] |
|
|
|
Unrecognized compensation cost |
700,000 |
|
|
Unrecognized compensation cost expected to be recognized over a weighted average period, years |
1 year 5 months |
|
|
Restricted Stock [Member] | Maximum [Member]
|
|
|
|
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] |
|
|
|
Share units awards vest period |
4 years |
|
|
Restricted Stock [Member] | Minimum [Member]
|
|
|
|
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] |
|
|
|
Share units awards vest period |
3 years |
|
|
Nonvested Stock Option [Member]
|
|
|
|
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] |
|
|
|
Unrecognized compensation cost |
300,000 |
|
|
Non-Employee Directors Compensation Plan [Member]
|
|
|
|
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] |
|
|
|
Compensation expense |
$ 900,000 |
$ 0 |
$ 1,700,000 |
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- Definition
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v2.4.0.6
Earnings Per Share (Tables)
|
12 Months Ended |
Dec. 31, 2012
|
Schedule of Computation of Basic and Diluted Earnings Per Share |
The computation
of basic and diluted earnings per share is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2012 |
|
|
2011 |
|
|
2010 |
|
Numerator (basic and
diluted):
|
|
|
|
|
|
|
|
|
|
|
|
|
Continuing
operations
|
|
$ |
41.0 |
|
|
$ |
44.2 |
|
|
$ |
61.3 |
|
Discontinued
operations
|
|
|
— |
|
|
|
— |
|
|
|
94.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$ |
41.0 |
|
|
$ |
44.2 |
|
|
$ |
155.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Denominator:
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average shares
– basic
|
|
|
20.7 |
|
|
|
20.5 |
|
|
|
20.3 |
|
Share-based
awards
|
|
|
0.4 |
|
|
|
0.3 |
|
|
|
0.3 |
|
Convertible
debentures
|
|
|
0.5 |
|
|
|
0.7 |
|
|
|
0.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average shares
– diluted
|
|
|
21.6 |
|
|
|
21.5 |
|
|
|
20.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per share –
basic:
|
|
|
|
|
|
|
|
|
|
|
|
|
Continuing
operations
|
|
$ |
1.99 |
|
|
$ |
2.15 |
|
|
$ |
3.01 |
|
Discontinued
operations
|
|
|
— |
|
|
|
— |
|
|
|
4.63 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
1.99 |
|
|
$ |
2.15 |
|
|
$ |
7.64 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per share –
diluted
|
|
|
|
|
|
|
|
|
|
|
|
|
Continuing
operations
|
|
$ |
1.90 |
|
|
$ |
2.06 |
|
|
$ |
2.96 |
|
Discontinued
operations
|
|
|
— |
|
|
|
— |
|
|
|
4.55 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
1.90 |
|
|
$ |
2.06 |
|
|
$ |
7.51 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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v2.4.0.6
Earnings Per Share - Schedule of Computation of Basic and Diluted Earnings Per Share (Detail) (USD $) In Millions, except Per Share data, unless otherwise specified
|
3 Months Ended |
12 Months Ended |
Dec. 31, 2012
|
Sep. 30, 2012
|
Jun. 30, 2012
|
Mar. 31, 2012
|
Dec. 31, 2011
|
Sep. 30, 2011
|
Jun. 30, 2011
|
Mar. 31, 2011
|
Dec. 31, 2012
|
Dec. 31, 2011
|
Dec. 31, 2010
|
Earnings Per Share [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
Continuing operations |
|
|
|
|
|
|
|
|
$ 41.0 |
$ 44.2 |
$ 61.3 |
Discontinued operations |
|
|
|
|
|
|
|
|
|
|
94.1 |
Net income |
$ 5.7 |
$ 11.3 |
$ 10.2 |
$ 13.8 |
$ 2.6 |
$ 14.2 |
$ 12.2 |
$ 15.2 |
$ 41.0 |
$ 44.2 |
$ 155.4 |
Weighted-average shares - basic |
|
|
|
|
|
|
|
|
20.7 |
20.5 |
20.3 |
Share-based awards |
|
|
|
|
|
|
|
|
0.4 |
0.3 |
0.3 |
Convertible debentures |
|
|
|
|
|
|
|
|
0.5 |
0.7 |
0.1 |
Weighted-average shares - diluted |
|
|
|
|
|
|
|
|
21.6 |
21.5 |
20.7 |
Continuing operations |
|
|
|
|
|
|
|
|
$ 1.99 |
$ 2.15 |
$ 3.01 |
Discontinued operations |
|
|
|
|
|
|
|
|
|
|
$ 4.63 |
Total |
$ 0.28 |
$ 0.54 |
$ 0.50 |
$ 0.67 |
$ 0.12 |
$ 0.70 |
$ 0.59 |
$ 0.74 |
$ 1.99 |
$ 2.15 |
$ 7.64 |
Continuing operations |
|
|
|
|
|
|
|
|
$ 1.90 |
$ 2.06 |
$ 2.96 |
Discontinued operations |
|
|
|
|
|
|
|
|
|
|
$ 4.55 |
Total |
$ 0.27 |
$ 0.53 |
$ 0.47 |
$ 0.64 |
$ 0.12 |
$ 0.66 |
$ 0.56 |
$ 0.71 |
$ 1.90 |
$ 2.06 |
$ 7.51 |
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v2.4.0.6
Accumulated Other Comprehensive Loss
|
12 Months Ended |
Dec. 31, 2012
|
Accumulated Other Comprehensive Loss |
15. |
|
Accumulated Other
Comprehensive Loss |
|
|
|
|
|
|
|
|
|
|
|
As of
December 31, |
|
|
|
2012 |
|
|
2011 |
|
|
|
(in
millions) |
|
Unrealized translation
adjustments
|
|
$ |
41.6 |
|
|
$ |
36.3 |
|
Pension and other
postretirement plans
|
|
|
(64.0 |
) |
|
|
(63.5 |
) |
Accumulated net loss on
cash flow hedges
|
|
|
(0.6 |
) |
|
|
(0.5 |
) |
|
|
|
|
|
|
|
|
|
Accumulated other
comprehensive loss
|
|
$ |
(23.0 |
) |
|
$ |
(27.7 |
) |
|
|
|
|
|
|
|
|
|
The unrealized
translation adjustments are net of deferred taxes of $1.0 million
and $1.0 million in 2012 and 2011, respectively. The pension and
other postretirement plans are net of deferred taxes of $38.3
million and $38.2 million in 2012 and 2011, respectively. The
accumulated net loss on cash flow hedges is net of deferred taxes
of $0.4 million and $0.3 million in 2012 and 2011,
respectively.
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v2.4.0.6
Inventories (Tables)
|
12 Months Ended |
Dec. 31, 2012
|
Schedule of Inventories |
|
|
|
|
|
|
|
|
|
|
|
As of
December 31, |
|
|
|
2012 |
|
|
2011 |
|
|
|
(in
millions) |
|
Finished products
|
|
$ |
72.0 |
|
|
$ |
64.5 |
|
Deferred costs relating to
long-term contracts
|
|
|
16.6 |
|
|
|
28.6 |
|
Work in process
|
|
|
33.4 |
|
|
|
18.9 |
|
Raw materials and
supplies
|
|
|
36.3 |
|
|
|
42.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
158.3 |
|
|
|
154.3 |
|
Reserve to reduce certain
inventories to LIFO basis
|
|
|
(12.4 |
) |
|
|
(12.0 |
) |
Progress payments
|
|
|
(15.1 |
) |
|
|
(29.7 |
) |
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
130.8 |
|
|
$ |
112.6 |
|
|
|
|
|
|
|
|
|
|
|
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- Definition
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v2.4.0.6
Business Segment Information
|
12 Months Ended |
Dec. 31, 2012
|
Business Segment Information |
17. |
|
Business Segment
Information |
We have three
reportable segments. The Sealing Products segment manufactures and
sells sealing products, including metallic, non-metallic and
composite material gaskets; dynamic seals; compression packing;
resilient metal seals; elastomeric seals; hydraulic components;
expansion joints; heavy-duty truck wheel-end component systems,
including brake products; flange sealing and isolation products;
pipeline casing spacers/isolators; casing end seals; modular
sealing systems for sealing pipeline penetrations; hole forming
products; manhole infiltration sealing systems; safety-related
signage for pipelines; bellows and bellows assemblies; pedestals
for semiconductor manufacturing; polytetrafluoroethylene
(“PTFE”) products; conveyor belting; and sheeted rubber
products.
The Engineered
Products segment manufactures self-lubricating, non-rolling bearing
products, aluminum blocks for hydraulic applications, and precision
engineered components and lubrication systems for reciprocating
compressors.
The Engine
Products and Services segment manufactures and services heavy-duty,
medium-speed diesel, natural gas and dual fuel reciprocating
engines.
GST’s
results, prior to its deconsolidation on June 5, 2010, were
included in the Sealing Products segment. Segment operating results
and other financial data for the years ended December 31,
2012, 2011, and 2010 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended
December 31, |
|
|
|
2012 |
|
|
2011 |
|
|
2010 |
|
|
|
(in
millions) |
|
Sales
|
|
|
|
|
|
|
|
|
|
|
|
|
Sealing Products
|
|
$ |
609.1 |
|
|
$ |
534.9 |
|
|
$ |
397.6 |
|
Engineered
Products
|
|
|
363.0 |
|
|
|
386.7 |
|
|
|
302.5 |
|
Engine Products and
Services
|
|
|
214.6 |
|
|
|
185.8 |
|
|
|
166.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,186.7 |
|
|
|
1,107.4 |
|
|
|
866.1 |
|
Intersegment
sales
|
|
|
(2.5 |
) |
|
|
(1.9 |
) |
|
|
(1.1 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total sales
|
|
$ |
1,184.2 |
|
|
$ |
1,105.5 |
|
|
$ |
865.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment Profit
|
|
|
|
|
|
|
|
|
|
|
|
|
Sealing Products
|
|
$ |
88.8 |
|
|
$ |
81.2 |
|
|
$ |
70.3 |
|
Engineered
Products
|
|
|
20.5 |
|
|
|
29.2 |
|
|
|
16.3 |
|
Engine Products and
Services
|
|
|
39.2 |
|
|
|
30.6 |
|
|
|
35.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total segment
profit
|
|
|
148.5 |
|
|
|
141.0 |
|
|
|
122.1 |
|
|
|
|
|
Corporate
expenses
|
|
|
(32.3 |
) |
|
|
(32.6 |
) |
|
|
(36.7 |
) |
Asbestos-related
expenses
|
|
|
— |
|
|
|
— |
|
|
|
(23.3 |
) |
Gain on deconsolidation of
GST
|
|
|
— |
|
|
|
— |
|
|
|
54.1 |
|
Interest expense,
net
|
|
|
(42.8 |
) |
|
|
(39.6 |
) |
|
|
(25.9 |
) |
|
|
|
|
Other expense,
net
|
|
|
(9.9 |
) |
|
|
(3.8 |
) |
|
|
(7.7 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing
operations before income taxes
|
|
$ |
63.5 |
|
|
$ |
65.0 |
|
|
$ |
82.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
No customer
accounted for 10% or more of net sales in 2012, 2011 or
2010.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended
December 31, |
|
|
|
2012 |
|
|
2011 |
|
|
2010 |
|
|
|
(in
millions) |
|
Capital
Expenditures
|
|
|
|
|
|
|
|
|
|
|
|
|
Sealing Products
|
|
$ |
9.7 |
|
|
$ |
10.9 |
|
|
$ |
8.4 |
|
Engineered
Products
|
|
|
20.9 |
|
|
|
11.9 |
|
|
|
7.4 |
|
Engine Products and
Services
|
|
|
4.9 |
|
|
|
8.4 |
|
|
|
5.9 |
|
Corporate
|
|
|
0.1 |
|
|
|
0.3 |
|
|
|
0.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total capital
expenditures
|
|
$ |
35.6 |
|
|
$ |
31.5 |
|
|
$ |
21.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and
Amortization Expense
|
|
|
|
|
|
|
|
|
|
|
|
|
Sealing Products
|
|
$ |
30.3 |
|
|
$ |
22.9 |
|
|
$ |
16.7 |
|
Engineered
Products
|
|
|
21.8 |
|
|
|
21.5 |
|
|
|
18.4 |
|
Engine Products and
Services
|
|
|
3.1 |
|
|
|
3.6 |
|
|
|
3.9 |
|
Corporate
|
|
|
0.3 |
|
|
|
0.4 |
|
|
|
0.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total depreciation and
amortization
|
|
$ |
55.5 |
|
|
$ |
48.4 |
|
|
$ |
39.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Sales by Geographic
Area
|
|
|
|
|
|
|
|
|
|
|
|
|
United States
|
|
$ |
654.2 |
|
|
$ |
561.3 |
|
|
$ |
453.7 |
|
Europe
|
|
|
305.0 |
|
|
|
321.4 |
|
|
|
251.0 |
|
Other foreign
|
|
|
225.0 |
|
|
|
222.8 |
|
|
|
160.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
1,184.2 |
|
|
$ |
1,105.5 |
|
|
$ |
865.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales are
attributed to countries based on location of the
customer.
|
|
|
|
|
|
|
|
|
|
|
As of
December 31, |
|
|
|
2012 |
|
|
2011 |
|
|
|
(in
millions) |
|
Assets
|
|
|
|
|
|
|
|
|
Sealing Products
|
|
$ |
528.8 |
|
|
$ |
474.8 |
|
Engineered
Products
|
|
|
318.5 |
|
|
|
324.3 |
|
Engine Products and
Services
|
|
|
121.8 |
|
|
|
99.1 |
|
Corporate
|
|
|
401.8 |
|
|
|
353.9 |
|
|
|
|
|
|
|
|
|
|
|
|
$ |
1,370.9 |
|
|
$ |
1,252.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-Lived
Assets
|
|
|
|
|
|
|
|
|
United States
|
|
$ |
114.1 |
|
|
$ |
95.4 |
|
France
|
|
|
23.4 |
|
|
|
20.9 |
|
Other Europe
|
|
|
34.7 |
|
|
|
33.7 |
|
Other foreign
|
|
|
13.3 |
|
|
|
14.2 |
|
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
185.5 |
|
|
$ |
164.2 |
|
|
|
|
|
|
|
|
|
|
Corporate
assets include all of our cash and cash equivalents, investment in
GST, and long-term deferred income taxes. Long-lived assets consist
of property, plant and equipment.
|
X |
- Definition
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v2.4.0.6
Goodwill and Other Intangible Assets - Schedule of Changes in Net Carrying Value of Goodwill by Reportable Segment (Detail) (USD $) In Millions, unless otherwise specified
|
12 Months Ended |
|
|
|
Dec. 31, 2012
|
Dec. 31, 2011
|
Dec. 31, 2012
Sealing Products [Member]
|
Dec. 31, 2011
Sealing Products [Member]
|
Dec. 31, 2012
Engineered Products [Member]
|
Dec. 31, 2011
Engineered Products [Member]
|
Dec. 31, 2012
Engine Products And Services [Member]
|
Dec. 31, 2011
Engine Products And Services [Member]
|
Dec. 31, 2010
Engine Products And Services [Member]
|
Goodwill And Other Intangible Assets [Line Items] |
|
|
|
|
|
|
|
|
|
Gross goodwill, beginning balance |
$ 337.7 |
$ 248.6 |
$ 164.1 |
$ 93.5 |
$ 166.5 |
$ 148.0 |
$ 7.1 |
$ 7.1 |
$ 7.1 |
Accumulated impairment losses |
(136.5) |
(136.5) |
(27.8) |
(27.8) |
(108.7) |
(108.7) |
|
|
|
Goodwill, beginning balance |
201.2 |
112.1 |
136.3 |
65.7 |
57.8 |
39.3 |
7.1 |
7.1 |
7.1 |
Foreign currency translation |
2.4 |
(1.4) |
0.6 |
(0.7) |
1.8 |
(0.7) |
|
|
|
Acquisitions |
16.8 |
90.5 |
15.9 |
71.3 |
0.9 |
19.2 |
|
|
|
Gross goodwill, ending balance |
356.9 |
337.7 |
180.6 |
164.1 |
169.2 |
166.5 |
7.1 |
7.1 |
7.1 |
Accumulated impairment losses |
(136.5) |
(136.5) |
(27.8) |
(27.8) |
(108.7) |
(108.7) |
|
|
|
Goodwill, ending balance |
$ 220.4 |
$ 201.2 |
$ 152.8 |
$ 136.3 |
$ 60.5 |
$ 57.8 |
$ 7.1 |
$ 7.1 |
$ 7.1 |
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v2.4.0.6
Garlock Sealing Technologies LLC and Garrison Litigation Management Group, Ltd. - Schedule of Condensed Combined Balance Sheets (Detail) (USD $) In Millions, unless otherwise specified
|
Dec. 31, 2012
|
Dec. 31, 2011
|
Dec. 31, 2010
|
Jan. 01, 2010
|
Current assets |
$ 394.2 |
$ 382.7 |
|
|
Other assets |
33.4 |
28.9 |
|
|
Total assets |
1,370.9 |
1,252.1 |
|
|
Current liabilities |
227.5 |
225.1 |
|
|
Other liabilities |
61.9 |
48.4 |
|
|
Total liabilities |
823.8 |
758.0 |
|
|
Shareholder's equity |
547.1 |
494.1 |
476.4 |
311.6 |
Total liabilities and shareholder's equity |
1,370.9 |
1,252.1 |
|
|
Garlock Sealing Technologies [Member]
|
|
|
|
|
Current assets |
168.2 |
237.0 |
|
|
U.S. Treasury securities |
110.0 |
|
|
|
Asbestos insurance receivable |
120.7 |
142.3 |
|
|
Deferred income taxes |
124.8 |
131.0 |
|
|
Notes receivable from affiliate |
237.4 |
227.2 |
|
|
Other assets |
74.3 |
74.1 |
|
|
Total assets |
835.4 |
811.6 |
|
|
Current liabilities |
76.9 |
65.9 |
|
|
Other liabilities |
10.8 |
27.6 |
|
|
Liabilities subject to compromise |
468.4 |
469.2 |
|
|
Total liabilities |
556.1 |
562.7 |
|
|
Shareholder's equity |
279.3 |
248.9 |
|
|
Total liabilities and shareholder's equity |
$ 835.4 |
$ 811.6 |
|
|
X |
- Definition
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v2.4.0.6
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (USD $) In Millions
|
Total
|
Common Stock [Member]
|
Additional Paid-in Capital [Member]
|
Retained Earnings (Accumulated Deficit) [Member]
|
Accumulated Other Comprehensive Income (Loss) [Member]
|
Treasury Stock [Member]
|
Balance at Jan. 01, 2010 |
$ 311.6 |
$ 0.2 |
$ 402.7 |
$ (94.7) |
$ 4.8 |
$ (1.4) |
Balance, Shares at Jan. 01, 2010 |
|
20.2 |
|
|
|
|
Net income |
155.4 |
|
|
155.4 |
|
|
Other comprehensive income (loss) |
0.8 |
|
|
|
0.8 |
|
Exercise of stock options and other incentive plan activity |
8.6 |
|
8.6 |
|
|
|
Exercise of stock options and other incentive plan activity, Shares |
|
0.2 |
|
|
|
|
Balance at Dec. 31, 2010 |
476.4 |
0.2 |
411.3 |
60.7 |
5.6 |
(1.4) |
Balance, Shares at Dec. 31, 2010 |
|
20.4 |
|
|
|
|
Net income |
44.2 |
|
|
44.2 |
|
|
Other comprehensive income (loss) |
(33.3) |
|
|
|
(33.3) |
|
Exercise of stock options and other incentive plan activity |
6.8 |
|
6.8 |
|
|
|
Exercise of stock options and other incentive plan activity, Shares |
|
0.2 |
|
|
|
|
Balance at Dec. 31, 2011 |
494.1 |
0.2 |
418.1 |
104.9 |
(27.7) |
(1.4) |
Balance, Shares at Dec. 31, 2011 |
|
20.6 |
|
|
|
|
Net income |
41.0 |
|
|
41.0 |
|
|
Other comprehensive income (loss) |
4.7 |
|
|
|
4.7 |
|
Exercise of stock options and other incentive plan activity |
7.3 |
|
7.3 |
|
|
|
Exercise of stock options and other incentive plan activity, Shares |
|
0.1 |
|
|
|
|
Balance at Dec. 31, 2012 |
$ 547.1 |
$ 0.2 |
$ 425.4 |
$ 145.9 |
$ (23.0) |
$ (1.4) |
Balance, Shares at Dec. 31, 2012 |
|
20.7 |
|
|
|
|
X |
- Definition
Number of shares of common stock outstanding. Common stock represent the ownership interest in a corporation.
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Accrued Expenses
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12 Months Ended |
Dec. 31, 2012
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Accrued Expenses |
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As of
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|
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2012 |
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2011 |
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(in
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Salaries, wages and employee
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47.2 |
|
|
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52.9 |
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Interest
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|
28.8 |
|
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27.6 |
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Other
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45.8 |
|
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39.0 |
|
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$ |
121.8 |
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119.5 |
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v2.4.0.6
Business Segment Information - Schedule of Net Sales by Geographical Area (Detail) (USD $) In Millions, unless otherwise specified
|
3 Months Ended |
12 Months Ended |
Dec. 31, 2012
|
Sep. 30, 2012
|
Jun. 30, 2012
|
Mar. 31, 2012
|
Dec. 31, 2011
|
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|
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Schedule Of Net Sales By Geographical Segment [Line Items] |
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|
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|
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|
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Net Sales by Geographic Area |
$ 279.3 |
$ 291.7 |
$ 301.7 |
$ 311.5 |
$ 271.4 |
$ 300.8 |
$ 263.7 |
$ 269.6 |
$ 1,184.2 |
$ 1,105.5 |
$ 865.0 |
United States [Member]
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|
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|
|
|
|
|
|
|
Net Sales by Geographic Area |
|
|
|
|
|
|
|
|
654.2 |
561.3 |
453.7 |
Europe [Member]
|
|
|
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|
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|
Schedule Of Net Sales By Geographical Segment [Line Items] |
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Net Sales by Geographic Area |
|
|
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|
305.0 |
321.4 |
251.0 |
Other Foreign [Member]
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v2.4.0.6
Document and Entity Information (USD $)
|
12 Months Ended |
|
|
Dec. 31, 2012
|
Feb. 18, 2013
|
Jun. 29, 2012
|
Entity Information [Line Items] |
|
|
|
Document Type |
10-K |
|
|
Amendment Flag |
false |
|
|
Document Period End Date |
Dec. 31,
2012 |
|
|
Document Fiscal Year Focus |
2012 |
|
|
Document Fiscal Period Focus |
FY |
|
|
Trading Symbol |
NPO |
|
|
Entity Registrant Name |
ENPRO INDUSTRIES, INC |
|
|
Entity Central Index Key |
0001164863 |
|
|
Current Fiscal Year End Date |
--12-31 |
|
|
Entity Well-known Seasoned Issuer |
Yes |
|
|
Entity Current Reporting Status |
Yes |
|
|
Entity Voluntary Filers |
No |
|
|
Entity Filer Category |
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|
|
Entity Common Stock, Shares Outstanding |
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20,715,047 |
|
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|
|
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v2.4.0.6
Related Party Transactions
|
12 Months Ended |
Dec. 31, 2012
|
Related Party Transactions |
11. |
|
Related Party
Transactions |
The
deconsolidation of GST from our financial results, discussed more
fully in Note 1, required certain intercompany indebtedness
described below to be reflected on our Consolidated Balance
Sheets.
As of
December 31, 2012 and 2011, Coltec Finance Company Ltd., a
wholly-owned subsidiary of Coltec, had aggregate, short-term
borrowings of $10.1 million and $9.9 million, respectively, from
GST LLC’s subsidiaries in Mexico and Australia. The unsecured
obligations were denominated in the currency of the lending party,
and bear interest based on the applicable one-month interbank
offered rate for each foreign currency involved.
Effective as of
January 1, 2010, Coltec entered into a $73.4 million Amended
and Restated Promissory Note due January 1, 2017 (the
“Coltec Note”) in favor of GST LLC, and our subsidiary
Stemco LP entered into a $153.8 million Amended and Restated
Promissory Note due January 1, 2017, in favor of GST LLC (the
“Stemco Note”, and together with the Coltec Note, the
“Intercompany Notes”). The Intercompany Notes amended
and replaced promissory notes in the same principal amounts which
were initially issued in March 2005, and which expired on
January 1, 2010.
The Intercompany
Notes bear interest at 11% per annum, of which 6.5% is payable
in cash and 4.5% is added to the principal amount of the
Intercompany Notes as payment-in-kind (“PIK”) interest,
with interest due on January 31 of each year. In 2012 and
2011, PIK interest of $10.7 million and $10.2 million,
respectively, was added to the principal balance of the
Intercompany Notes. If GST LLC is unable to pay ordinary course
operating expenses, under certain conditions, GST LLC can require
Coltec and Stemco to pay in cash the accrued PIK interest necessary
to meet such ordinary course operating expenses, subject to certain
caps. The interest due under the Intercompany Notes may be
satisfied through offsets of amounts due under intercompany
services agreements pursuant to which we provide certain corporate
services, make available access to group insurance coverage to GST,
make advances to third party providers related to payroll and
certain benefit plans sponsored by GST, and permit employees of GST
to participate in certain of our benefit plans.
The Coltec Note
is secured by Coltec’s pledge of certain of its equity
ownership in specified U.S. subsidiaries. The Stemco Note is
guaranteed by Coltec and secured by Coltec’s pledge of its
interest in Stemco. The Notes are subordinated to any obligations
under our senior secured revolving credit facility described in
Note 12.
We regularly
transact business with GST through the purchase and sale of
products. We also provide services for GST including information
technology, supply chain, treasury, tax administration, legal, and
human resources under a support services agreement. GST is included
in our consolidated U.S. federal income tax return and certain
state combined income tax returns. As the parent of these
consolidated tax groups, we are liable for, and pay, income taxes
owed by the entire group. We have agreed with GST to allocate group
taxes to GST based on the U.S. consolidated tax return regulations
and current income tax accounting guidance. This method generally
allocates taxes to GST as if it were a separate taxpayer. As a
result, we carry an income tax receivable from GST related to this
allocation.
Amounts included
in our financial statements arising from transactions with GST
include the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial Statement
Location
|
|
Years Ended
December 31, |
|
|
|
|
2012 |
|
|
2011 |
|
|
2010 |
|
|
|
|
|
(in
millions) |
|
Sales to GST
|
|
Net sales |
|
$ |
26.1 |
|
|
$ |
24.4 |
|
|
$ |
11.4 |
|
Purchases from
GST
|
|
Cost of sales |
|
$ |
20.1 |
|
|
$ |
21.7 |
|
|
$ |
9.1 |
|
Interest expense
|
|
Interest expense |
|
$ |
27.8 |
|
|
$ |
26.7 |
|
|
$ |
14.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial Statement
Location
|
|
As of December 31, |
|
|
|
|
2012 |
|
|
2011 |
|
|
|
|
|
(in
millions) |
|
Due from GST
|
|
Accounts receivable |
|
$ |
20.5 |
|
|
$ |
18.5 |
|
Income tax
receivable
|
|
Deferred income taxes and
income tax receivable
|
|
$ |
32.8 |
|
|
$ |
24.1 |
|
Due to GST
|
|
Accounts payable |
|
$ |
5.0 |
|
|
$ |
4.9 |
|
Accrued interest
|
|
Accrued expenses |
|
$ |
27.4 |
|
|
$ |
26.1 |
|
Additionally, we
had outstanding foreign exchange forward contracts with GST LLC
involving the Australian dollar, Canadian dollar, Mexican peso and
U.S. dollar with a notional amount of $21.9 million as of
December 31, 2012. These related party contracts were
eliminated in consolidation prior to the deconsolidation of
GST.
|
X |
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The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.
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v2.4.0.6
Pensions and Postretirement Benefits - Additional Information (Detail) (USD $) In Millions, unless otherwise specified
|
12 Months Ended |
Dec. 31, 2012
Age
|
Dec. 31, 2011
|
Dec. 31, 2010
|
Pension Plans, Postretirement and Other Employee Benefits [Line Items] |
|
|
|
Minimum age of salaried employees with defined pension plans, in years |
40 |
|
|
Percentage of matching contributions for eligible employees of their eligible earnings |
6.00% |
|
|
Additional employer contribution for those employees whose defined pension plan benefits were frozen |
2.00% |
|
|
Matching contributions under plans |
$ 6.3 |
$ 6.0 |
$ 5.8 |
Cash contributed by the entity to its U.S. pension plans |
11.3 |
5.9 |
1.3 |
Company anticipates future contributions |
19.1 |
|
|
Projected benefit obligation for defined benefit pension plans |
270.5 |
243.4 |
|
Accumulated benefit obligation for defined benefit pension plans |
257.7 |
231.4 |
|
Fair value of plan assets for defined benefit pension plans |
157.4 |
134.6 |
|
1% point change in the assumed health-care cost trend rate would have an impact on net periodic benefit cost |
0.1 |
|
|
1% point change in the assumed health-care cost trend rate would have an impact on benefit obligations |
0.2 |
|
|
Guaranteed Investment Contract [Member]
|
|
|
|
Pension Plans, Postretirement and Other Employee Benefits [Line Items] |
|
|
|
Cash contributed by the entity to its U.S. pension plans |
21.4 |
|
|
Foreign Pension Plans, Defined Benefit [Member]
|
|
|
|
Pension Plans, Postretirement and Other Employee Benefits [Line Items] |
|
|
|
Company anticipates future contributions |
0.4 |
|
|
Net Loss [Member]
|
|
|
|
Pension Plans, Postretirement and Other Employee Benefits [Line Items] |
|
|
|
Estimated prior service cost for other defined benefit postretirement plans that will be amortized from AOCI into net periodic benefit cost over next fiscal year |
8.8 |
|
|
Prior Service Cost [Member]
|
|
|
|
Pension Plans, Postretirement and Other Employee Benefits [Line Items] |
|
|
|
Estimated prior service cost for other defined benefit postretirement plans that will be amortized from AOCI into net periodic benefit cost over next fiscal year |
0.1 |
|
|
Defined Benefit Pension Plans [Member]
|
|
|
|
Pension Plans, Postretirement and Other Employee Benefits [Line Items] |
|
|
|
Accumulated benefit obligation for all existing plans |
258.6 |
232.1 |
|
Estimated prior service cost for other defined benefit postretirement plans that will be amortized from AOCI into net periodic benefit cost over next fiscal year |
0.1 |
|
|
Discount rate |
4.00% |
|
|
Basis point decrease (increase) in discount rate |
25 |
|
|
Pension expense per year |
$ 0.7 |
|
|
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CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) In Millions, unless otherwise specified
|
12 Months Ended |
Dec. 31, 2012
|
Dec. 31, 2011
|
Dec. 31, 2010
|
OPERATING ACTIVITIES OF CONTINUING OPERATIONS |
|
|
|
Net income |
$ 41.0 |
$ 44.2 |
$ 155.4 |
Adjustments to reconcile net income to net cash provided by operating activities of continuing operations: |
|
|
|
Income from discontinued operations, net of taxes |
|
|
(94.1) |
Taxes related to sale of discontinued operations |
|
|
(50.9) |
Gain on deconsolidation of GST, net of taxes |
|
|
(33.8) |
Depreciation |
28.8 |
25.3 |
23.3 |
Amortization |
26.7 |
23.1 |
16.3 |
Accretion of debt discount |
6.9 |
6.3 |
5.8 |
Deferred income taxes |
5.9 |
4.3 |
(2.4) |
Stock-based compensation |
7.1 |
5.4 |
6.9 |
Excess tax benefits from stock-based compensation |
(1.5) |
(1.0) |
(0.8) |
Change in assets and liabilities, net of effects of acquisitions, divestiture and deconsolidation of businesses: |
|
|
|
Asbestos liabilities, net of insurance receivables |
|
|
26.0 |
Accounts receivable |
15.8 |
(31.1) |
(43.9) |
Inventories |
(12.5) |
(12.0) |
5.2 |
Accounts payable |
(4.7) |
12.0 |
2.1 |
Other current assets and liabilities |
2.5 |
5.8 |
12.6 |
Other noncurrent assets and liabilities |
2.2 |
(0.9) |
8.0 |
Net cash provided by operating activities of continuing operations |
118.2 |
81.4 |
35.7 |
INVESTING ACTIVITIES OF CONTINUING OPERATIONS |
|
|
|
Purchases of property, plant and equipment |
(35.6) |
(31.5) |
(21.9) |
Payments for capitalized internal-use software |
(5.3) |
(2.8) |
(2.2) |
Divestiture of business |
|
|
189.1 |
Deconsolidation of GST |
|
|
(29.5) |
Acquisitions, net of cash acquired |
(85.3) |
(228.2) |
(25.9) |
Other |
0.6 |
1.8 |
0.1 |
Net cash provided by (used in) investing activities of continuing operations |
(125.6) |
(260.7) |
109.7 |
FINANCING ACTIVITIES OF CONTINUING OPERATIONS |
|
|
|
Net repayments of short-term borrowings |
(0.5) |
(13.1) |
(6.1) |
Proceeds from debt |
246.7 |
53.9 |
|
Repayments of debt |
(218.4) |
(50.1) |
(0.1) |
Other |
1.7 |
(0.1) |
1.6 |
Net cash provided by (used in) financing activities of continuing operations |
29.5 |
(9.4) |
(4.6) |
CASH FLOWS OF DISCONTINUED OPERATIONS |
|
|
|
Operating cash flows |
|
|
1.9 |
Investing cash flows |
|
|
(0.1) |
Net cash provided by discontinued operations |
|
|
1.8 |
Effect of exchange rate changes on cash and cash equivalents |
1.1 |
0.2 |
(0.2) |
Net increase (decrease) in cash and cash equivalents |
23.2 |
(188.5) |
142.4 |
Cash and cash equivalents at beginning of year |
30.7 |
219.2 |
76.8 |
Cash and cash equivalents at end of year |
53.9 |
30.7 |
219.2 |
Cash paid during the year for: |
|
|
|
Interest |
24.3 |
22.9 |
7.2 |
Income taxes |
$ 19.7 |
$ 35.1 |
$ 56.5 |
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v2.4.0.6
Income Taxes
|
12 Months Ended |
Dec. 31, 2012
|
Income Taxes |
Income from
continuing operations before income taxes as shown in the
Consolidated Statements of Operations consists of the
following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended
December 31, |
|
|
|
2012 |
|
|
2011 |
|
|
2010 |
|
|
|
(in
millions) |
|
Domestic
|
|
$ |
27.7 |
|
|
$ |
22.6 |
|
|
$ |
55.7 |
|
Foreign
|
|
|
35.8 |
|
|
|
42.4 |
|
|
|
26.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
63.5 |
|
|
$ |
65.0 |
|
|
$ |
82.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
A summary of
income tax expense in the Consolidated Statements of Operations
from continuing operations is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended
December 31, |
|
|
|
2012 |
|
|
2011 |
|
|
2010 |
|
|
|
(in
millions) |
|
Current:
|
|
|
|
|
|
|
|
|
|
|
|
|
Federal
|
|
$ |
9.3 |
|
|
$ |
4.7 |
|
|
$ |
(3.3 |
) |
Foreign
|
|
|
5.5 |
|
|
|
11.3 |
|
|
|
6.2 |
|
State
|
|
|
1.8 |
|
|
|
0.5 |
|
|
|
0.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
16.6 |
|
|
|
16.5 |
|
|
|
3.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred:
|
|
|
|
|
|
|
|
|
|
|
|
|
Federal
|
|
|
3.0 |
|
|
|
2.7 |
|
|
|
15.8 |
|
Foreign
|
|
|
3.5 |
|
|
|
1.5 |
|
|
|
1.3 |
|
State
|
|
|
(0.6 |
) |
|
|
0.1 |
|
|
|
0.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5.9 |
|
|
|
4.3 |
|
|
|
17.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
22.5 |
|
|
$ |
20.8 |
|
|
$ |
21.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax
expense separately allocated to discontinued operations was $1.0
million for the year ended December 31, 2010. During the year
ended December 31, 2010, an additional income tax expense of
$55.3 million was separately allocated to the gain from the sale of
Quincy.
Significant
components of deferred income tax assets and liabilities at
December 31, 2012 and 2011 are as follows:
|
|
|
|
|
|
|
|
|
|
|
2012 |
|
|
2011 |
|
|
|
(in
millions) |
|
Deferred income tax
assets:
|
|
|
|
|
|
|
|
|
Net operating
losses
|
|
$ |
12.3 |
|
|
$ |
9.7 |
|
Accrual for post-retirement
benefits other than pensions
|
|
|
4.5 |
|
|
|
4.1 |
|
Environmental
reserves
|
|
|
4.5 |
|
|
|
4.9 |
|
Retained liabilities of
previously owned businesses
|
|
|
8.5 |
|
|
|
4.7 |
|
Accruals and
reserves
|
|
|
5.4 |
|
|
|
7.8 |
|
Pensions
|
|
|
13.6 |
|
|
|
13.3 |
|
Minimum pension
liability
|
|
|
38.3 |
|
|
|
38.2 |
|
Inventories
|
|
|
6.0 |
|
|
|
4.3 |
|
Interest
|
|
|
6.3 |
|
|
|
4.7 |
|
Compensation and
benefits
|
|
|
9.3 |
|
|
|
8.9 |
|
|
|
|
|
|
|
|
|
|
Gross deferred income tax
assets
|
|
|
108.7 |
|
|
|
100.6 |
|
Valuation
allowance
|
|
|
(17.7 |
) |
|
|
(12.1 |
) |
|
|
|
|
|
|
|
|
|
Total deferred income tax
assets
|
|
|
91.0 |
|
|
|
88.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred income tax
liabilities:
|
|
|
|
|
|
|
|
|
Depreciation and
amortization
|
|
|
(36.1 |
) |
|
|
(33.4 |
) |
GST deconsolidation
gain
|
|
|
(21.4 |
) |
|
|
(21.0 |
) |
|
|
|
|
|
|
|
|
|
Total deferred income tax
liabilities
|
|
|
(57.5 |
) |
|
|
(54.4 |
) |
|
|
|
|
|
|
|
|
|
Net deferred tax
assets
|
|
$ |
33.5 |
|
|
$ |
34.1 |
|
|
|
|
|
|
|
|
|
|
At
December 31, 2012, we had foreign tax net operating loss
carryforwards of approximately $35.5 million of which approximately
$7.2 million expire at various dates beginning in 2013, and
approximately $28.3 million have an indefinite carryforward period.
We also had state tax net operating loss carryforwards of
approximately $47.7 million which expire at various dates between
2013 through 2029. These net operating loss carryforwards may be
used to offset a portion of future taxable income and, thereby,
reduce or eliminate our U.S. federal, state or foreign income taxes
otherwise payable.
We determined,
based on the available evidence, that it is uncertain whether
future taxable income of certain of our foreign subsidiaries will
be significant enough or of the correct character to recognize
certain of these deferred tax assets. As a result, valuation
allowances of approximately $17.7 million and $12.1 million have
been recorded as of December 31, 2012 and 2011, respectively.
Valuation allowances primarily relate to certain state and foreign
net operating losses and other net deferred tax assets in
jurisdictions where future taxable income is uncertain. A portion
of the valuation allowance may be associated with deferred tax
assets recorded in purchase accounting. In accordance with
applicable accounting guidelines, any reversal of a valuation
allowance that was recorded in purchase accounting reduces income
tax expense.
The effective
income tax rate from operations varied from the statutory federal
income tax rate as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Percent of Pretax Income
Years Ended December 31, |
|
|
|
2012 |
|
|
2011 |
|
|
2010 |
|
Statutory federal income tax
rate
|
|
|
35.0 |
% |
|
|
35.0 |
% |
|
|
35.0 |
% |
US taxation of foreign
profits, net of foreign tax credits
|
|
|
(4.5 |
) |
|
|
(3.5 |
) |
|
|
(9.9 |
) |
Research and employment tax
credits
|
|
|
— |
|
|
|
(2.0 |
) |
|
|
(0.3 |
) |
State and local
taxes
|
|
|
1.8 |
|
|
|
0.9 |
|
|
|
1.6 |
|
Domestic production
activities
|
|
|
(2.8 |
) |
|
|
(2.7 |
) |
|
|
(1.4 |
) |
Foreign tax rate
differences
|
|
|
(2.2 |
) |
|
|
(3.6 |
) |
|
|
(1.3 |
) |
Uncertain tax positions and
prior adjustments
|
|
|
(0.4 |
) |
|
|
1.8 |
|
|
|
(1.7 |
) |
Capital loss
utilization
|
|
|
— |
|
|
|
— |
|
|
|
(2.2 |
) |
Statutory changes in tax
rates
|
|
|
(0.4 |
) |
|
|
(0.8 |
) |
|
|
— |
|
Valuation
allowance
|
|
|
7.5 |
|
|
|
4.8 |
|
|
|
5.2 |
|
Nondeductible
expenses
|
|
|
1.7 |
|
|
|
2.0 |
|
|
|
1.3 |
|
Other items, net
|
|
|
(0.4 |
) |
|
|
0.2 |
|
|
|
(0.5 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Effective income tax
rate
|
|
|
35.3 |
% |
|
|
32.1 |
% |
|
|
25.8 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
We have not
provided for the federal and foreign withholding taxes on
approximately $150 million of foreign subsidiaries’
undistributed earnings as of December 31, 2012, because such
earnings are intended to be reinvested indefinitely. Upon
repatriation, certain foreign countries impose withholding taxes.
The amount of withholding tax that would be payable on remittance
of the entire amount would approximate $2.7 million. Although such
earnings are intended to be reinvested indefinitely, any tax
liability for undistributed earnings, including withholding taxes,
would be negated by the availability of corresponding dividends
received deductions and foreign tax credits.
As of
December 31, 2012 and 2011, we had $6.3 million and $4.8
million, respectively, of gross unrecognized tax benefits. Of the
gross unrecognized tax benefit balances as of December 31,
2012 and 2011, $3.2 million and $3.9 million, respectively, would
have an impact on our effective tax rate if ultimately
recognized.
We record
interest and penalties related to unrecognized tax benefits in
income tax expense. In addition to the gross unrecognized tax
benefits above, we had $0.5 million and $0.8 million accrued for
interest and penalties at December 31, 2012 and 2011,
respectively. Income tax expense for the years ended
December 31, 2012, 2011 and 2010, includes $(0.2) million,
$(0.2) million and $0.2 million, respectively, for interest and
penalties related to unrecognized tax benefits. The amounts listed
above for accrued interest do not reflect the benefit of any tax
deduction, which might be available if the interest were ultimately
paid.
A reconciliation
of the beginning and ending amount of the gross unrecognized tax
benefits (excluding interest) is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
(in millions) |
|
2012 |
|
|
2011 |
|
|
2010 |
|
Balance at beginning of
year
|
|
$ |
4.8 |
|
|
$ |
2.4 |
|
|
$ |
7.2 |
|
Reductions from
deconsolidation of GST
|
|
|
— |
|
|
|
— |
|
|
|
(3.9 |
) |
Additions as a result of
acquisitions
|
|
|
0.1 |
|
|
|
0.5 |
|
|
|
— |
|
Additions based on tax
positions related to the current year
|
|
|
0.9 |
|
|
|
0.7 |
|
|
|
0.3 |
|
Additions for tax positions
of prior years
|
|
|
2.7 |
|
|
|
3.1 |
|
|
|
0.1 |
|
Reductions for tax positions
of prior years
|
|
|
(0.2 |
) |
|
|
(0.1 |
) |
|
|
(0.7 |
) |
Reductions as a result of a
lapse in the statute of limitations
|
|
|
(1.9 |
) |
|
|
(1.5 |
) |
|
|
(0.6 |
) |
Reductions as a result of
audit settlements
|
|
|
(0.1 |
) |
|
|
(0.3 |
) |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at end of
year
|
|
$ |
6.3 |
|
|
$ |
4.8 |
|
|
$ |
2.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The IRS
completed the field examination for our 2008, 2009, and 2010 U.S.
federal income tax returns during the third quarter of 2012. As a
result of the IRS’s conclusion of its field examination, we
reduced our gross unrecognized tax benefits by $2.0 million to
reflect amounts determined to be effectively settled. US federal
income tax returns after 2010 remain open to examination. We and
our subsidiaries are also subject to income tax in multiple state
and foreign jurisdictions. Various foreign and state tax returns
are currently under examination. Substantially all significant
state, local and foreign income tax returns for the years 2005 and
forward are open to examination. We expect that some of these
examinations may conclude within the next twelve months, however,
the final outcomes are not yet determinable. If these examinations
are concluded or effectively settled within the next twelve months,
it could reduce the associated gross unrecognized tax benefits by
approximately $1.5 million.
|
X |
- Definition
The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 109
-Paragraph 136, 172
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.
Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08.(h))
-URI http://asc.fasb.org/extlink&oid=6881521&loc=d3e23780-122690
Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 08
-Paragraph h
-Article 4
Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 15
-URI http://asc.fasb.org/extlink&oid=6907707&loc=d3e32718-109319
Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 109
-Paragraph 43, 44, 45, 46, 47, 48, 49
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.
Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=6907707&loc=d3e32537-109319
Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 9
-URI http://asc.fasb.org/extlink&oid=6907707&loc=d3e32639-109319
Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=6907707&loc=d3e32559-109319
+ Details
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Balance Type: |
na |
Period Type: |
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|
v2.4.0.6
Other Income (Expense)
|
12 Months Ended |
Dec. 31, 2012
|
Other Income (Expense) |
4. |
|
Other Income
(Expense) |
Operating
We incurred $5.0
million, $1.4 million and $0.9 million of restructuring costs
during the years ended December 31, 2012, 2011 and 2010,
respectively.
During 2012, we
initiated a number of restructuring activities throughout our
operations, the most significant of which were at our Garlock, GGB
and CPI businesses. At both Garlock and CPI, we consolidated
several of our North American manufacturing operations and service
centers into other existing sites. At GGB, we reduced the size of
our workforce, primarily in Europe, as activity slowed in their
markets. In addition, GGB also shut down their fluid film bearing
product line, which began as a new product development effort a few
years ago. Ultimately, the product did not prove to be commercially
viable, and we made the decision to shut down production. Workforce
reductions announced as a result of our 2012 restructuring
activities totaled 189 salaried administrative and hourly
manufacturing positions, most of which had been terminated by
December 31, 2012.
Restructuring
reserves at December 31, 2012, as well as activity during the
year, consisted of:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
December 31,
2011 |
|
|
Provision |
|
|
Payments |
|
|
Balance
December 31,
2012 |
|
|
|
(in
millions) |
|
Personnel-related
costs
|
|
$ |
— |
|
|
$ |
2.8 |
|
|
$ |
(2.7 |
) |
|
$ |
0.1 |
|
Facility relocation and
closure and costs
|
|
|
0.6 |
|
|
|
2.2 |
|
|
|
(2.0 |
) |
|
|
0.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
0.6 |
|
|
$ |
5.0 |
|
|
$ |
(4.7 |
) |
|
$ |
0.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restructuring
reserves at December 31, 2011, as well as activity during the
year, consisted of:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
December 31,
2010 |
|
|
Provision |
|
|
Payments |
|
|
Balance
December 31,
2011 |
|
|
|
(in
millions) |
|
Personnel-related
costs
|
|
$ |
0.7 |
|
|
$ |
0.1 |
|
|
$ |
(0.8 |
) |
|
$ |
— |
|
Facility relocation
costs
|
|
|
0.2 |
|
|
|
1.3 |
|
|
|
(0.9 |
) |
|
|
0.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
0.9 |
|
|
$ |
1.4 |
|
|
$ |
(1.7 |
) |
|
$ |
0.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restructuring
reserves at December 31, 2010, as well as activity during the
year, consisted of:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
December 31,
2009 |
|
|
Provision |
|
|
Payments |
|
|
Balance
December 31,
2010 |
|
|
|
(in
millions) |
|
Personnel-related
costs
|
|
$ |
2.6 |
|
|
$ |
0.5 |
|
|
$ |
(2.4 |
) |
|
$ |
0.7 |
|
Facility demolition and
relocation costs
|
|
|
0.4 |
|
|
|
0.4 |
|
|
|
(0.6 |
) |
|
|
0.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
3.0 |
|
|
$ |
0.9 |
|
|
$ |
(3.0 |
) |
|
$ |
0.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restructuring
costs by reportable segment are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31, |
|
|
|
2012 |
|
|
2011 |
|
|
2010 |
|
|
|
(in
millions) |
|
Sealing Products
|
|
$ |
1.5 |
|
|
$ |
1.3 |
|
|
$ |
0.4 |
|
Engineered
Products
|
|
|
3.5 |
|
|
|
0.1 |
|
|
|
0.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
5.0 |
|
|
$ |
1.4 |
|
|
$ |
0.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Also included in
other operating expense for the years ended December 31, 2012,
2011 and 2010 was $1.5 million, $0.9 million and $2.5 million,
respectively, of legal fees primarily related to the bankruptcy of
certain subsidiaries discussed further in Note 18.
Non-Operating
During 2012, we
recorded expense of $1.2 million due to environmental reserve
increases based on new facts at several specific sites. These sites
all related to previously owned businesses.
In 2011, we
contributed to our U.S. defined benefit pension plans a guaranteed
investment contract (“GIC”) received in connection with
the Crucible Benefits Trust settlement agreement. Refer to Note 19,
“Commitments and Contingencies – Crucible Steel
Corporation a/k/a Crucible, Inc.” for additional information
about the settlement agreement. The GIC was valued at $21.4 million
for purposes of the pension plan contribution which resulted in a
$2.9 million gain.
|
X |
- Definition
The entire disclosure for other income or other expense items (both operating and nonoperating). Sources of nonoperating income or nonoperating expense that may be disclosed, include amounts earned from dividends, interest on securities, profits (losses) on securities, net and miscellaneous other income or income deductions.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 225
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03.3,6,7,9)
-URI http://asc.fasb.org/extlink&oid=6880815&loc=d3e20235-122688
Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 03
-Paragraph 3, 6, 7, 9
-Article 5
+ Details
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Namespace Prefix: |
us-gaap_ |
Data Type: |
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Balance Type: |
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Period Type: |
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|
v2.4.0.6
Equity Compensation Plan
|
12 Months Ended |
Dec. 31, 2012
|
Equity Compensation Plan |
16. |
|
Equity Compensation
Plan |
We have an
equity compensation plan (the “Plan”) that provides for
the delivery of up to 4.3 million shares pursuant to various
market and performance-based incentive awards. As of
December 31, 2012, there are 0.8 million shares available
for future awards. Our policy is to issue new shares to satisfy
share delivery obligations for awards made under the
Plan.
The Plan allows
awards of restricted share units to be granted to executives and
other key employees. Generally, all share units will vest in three
years. Compensation expense related to the restricted share units
is based upon the market price of the underlying common stock as of
the date of the grant and is amortized over the applicable
restriction period using the straight-line method. As of
December 31, 2012, there was $2.8 million of unrecognized
compensation cost related to restricted share units expected to be
recognized over a weighted average period of 1.0 years.
Under the terms
of the Plan, performance share awards were granted to executives
and other key employees during 2012, 2011 and 2010. Each grant will
vest if we achieve specific financial objectives at the end of a
three-year performance period. Additional shares may be awarded if
objectives are exceeded, but some or all shares may be forfeited if
objectives are not met. Performance shares earned at the end of a
performance period, if any, will be paid in actual shares of our
common stock, less the number of shares equal in value to
applicable withholding taxes if the employee chooses. During the
performance period, a grantee receives dividend equivalents accrued
in cash (if any), and shares are forfeited if a grantee terminates
employment. Compensation expense related to the performance shares
is computed using the market price of the underlying common stock
as of the date of the grant and the current achievement level of
the specific financial objectives and is recorded using the
straight-line method over the applicable performance period. As of
December 31, 2012, there was $2.2 million of unrecognized
compensation cost related to nonvested performance share awards
that is expected to be recognized over a weighted average period of
1.7 years.
Restricted
stock, with three or four year restriction periods from the initial
grant date were issued in 2012, 2011 and 2010, respectively.
Compensation expense related to the restricted shares is based upon
the market price of the underlying common stock as of the date of
the grant and is amortized over the applicable restriction period
using the straight-line method. As of December 31, 2012, there
was $0.7 million of unrecognized compensation cost related to
restricted stock that is expected to be recognized over a weighted
average period of 1.5 years.
A summary of
award activity under these plans is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restricted Share
Units |
|
|
Performance
Shares |
|
|
Restricted
Stock |
|
|
|
Shares |
|
|
Weighted-
Average
Grant Date
Fair Value |
|
|
Shares |
|
|
Weighted-
Average
Grant Date
Fair Value |
|
|
Shares |
|
|
Weighted-
Average
Grant Date
Fair Value |
|
Nonvested at
December 31, 2009
|
|
|
288,839 |
|
|
$ |
18.73 |
|
|
|
290,110 |
|
|
$ |
30.66 |
|
|
|
135,603 |
|
|
$ |
32.37 |
|
Granted
|
|
|
78,362 |
|
|
|
24.49 |
|
|
|
331,692 |
|
|
|
24.10 |
|
|
|
4,000 |
|
|
|
31.75 |
|
Vested
|
|
|
— |
|
|
|
— |
|
|
|
(52,292 |
) |
|
|
30.66 |
|
|
|
(2,500 |
) |
|
|
21.46 |
|
Forfeited
|
|
|
(30,295 |
) |
|
|
19.83 |
|
|
|
(58,274 |
) |
|
|
27.33 |
|
|
|
— |
|
|
|
— |
|
Shares settled for
cash
|
|
|
(19,301 |
) |
|
|
28.90 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Achievement level
adjustment
|
|
|
— |
|
|
|
— |
|
|
|
(209,168 |
) |
|
|
30.66 |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nonvested at
December 31, 2010
|
|
|
317,605 |
|
|
|
18.91 |
|
|
|
302,068 |
|
|
|
24.10 |
|
|
|
137,103 |
|
|
|
32.35 |
|
Granted
|
|
|
67,454 |
|
|
|
42.07 |
|
|
|
93,488 |
|
|
|
42.30 |
|
|
|
3,750 |
|
|
|
39.25 |
|
Vested
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(97,436 |
) |
|
|
31.84 |
|
Forfeited
|
|
|
(13,946 |
) |
|
|
25.04 |
|
|
|
(15,408 |
) |
|
|
25.03 |
|
|
|
— |
|
|
|
— |
|
Shares settled for
cash
|
|
|
(2,263 |
) |
|
|
39.56 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nonvested at
December 31, 2011
|
|
|
368,850 |
|
|
|
23.24 |
|
|
|
380,148 |
|
|
|
28.54 |
|
|
|
43,417 |
|
|
$ |
34.69 |
|
Granted
|
|
|
83,841 |
|
|
|
37.65 |
|
|
|
137,382 |
|
|
|
37.65 |
|
|
|
15,000 |
|
|
|
41.47 |
|
Vested
|
|
|
(98,834 |
) |
|
|
18.80 |
|
|
|
(275,336 |
) |
|
|
24.10 |
|
|
|
(17,833 |
) |
|
|
34.55 |
|
Forfeited
|
|
|
(19,127 |
) |
|
|
31.65 |
|
|
|
(22,992 |
) |
|
|
31.48 |
|
|
|
— |
|
|
|
— |
|
Shares settled for
cash
|
|
|
(32,243 |
) |
|
|
41.88 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nonvested at
December 31, 2012
|
|
|
302,487 |
|
|
$ |
29.43 |
|
|
|
219,202 |
|
|
$ |
39.52 |
|
|
|
40,584 |
|
|
$ |
37.27 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The number of
performance share awards shown in the table above represents the
maximum number that could be issued.
Non-qualified
and incentive stock options were granted in 2011 and 2008. No stock
option has a term exceeding 10 years from the date of grant. All
stock options were granted at not less than 100% of fair market
value (as defined) on the date of grant. As of December 31,
2012, there was $0.3 million of unrecognized compensation cost
related to nonvested stock options.
The following
table provides certain information with respect to stock options as
of December 31, 2012:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Range of Exercise
Price
|
|
Stock Options
Outstanding
|
|
Stock
Options
Exercisable
|
|
Weighted
Average
Exercise Price
|
|
Weighted
Average
Remaining
Contractual Life
|
Under $40.00
|
|
|
|
100,000 |
|
|
|
|
100,000 |
|
|
|
$ |
34.55 |
|
|
|
|
5.28 years |
|
Over $40.00
|
|
|
|
25,288 |
|
|
|
|
— |
|
|
|
$ |
42.24 |
|
|
|
|
8.12 years |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
125,288 |
|
|
|
|
100,000 |
|
|
|
$ |
36.10 |
|
|
|
|
5.85 years |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
A summary of
option activity under the Plan as of December 31, 2012, and
changes during the year then ended, is presented below:
|
|
|
|
|
|
|
|
|
|
|
Share
Options
Outstanding |
|
|
Weighted
Average
Exercise
Price |
|
Balance at December 31,
2011
|
|
|
159,788 |
|
|
$ |
29.50 |
|
Exercised
|
|
|
(34,500 |
) |
|
$ |
5.51 |
|
|
|
|
|
|
|
|
|
|
Balance at December 31,
2012
|
|
|
125,288 |
|
|
$ |
36.10 |
|
|
|
|
|
|
|
|
|
|
The year-end
intrinsic value related to stock options is presented
below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of and for the Years Ended December 31, |
|
(in millions) |
|
2012 |
|
|
2011 |
|
|
2010 |
|
|
|
|
|
Options
outstanding
|
|
$ |
0.6 |
|
|
$ |
0.8 |
|
|
$ |
5.5 |
|
Options
exercisable
|
|
$ |
0.6 |
|
|
$ |
0.8 |
|
|
$ |
5.2 |
|
Options exercised
|
|
$ |
1.2 |
|
|
$ |
2.1 |
|
|
$ |
8.2 |
|
Consideration
received from option exercises under the Plan for the years ended
December 31, 2012, 2011 and 2010 was $0.2 million, $0.5
million and $1.0 million, respectively. The tax benefit realized
for the tax deductions from option exercises totaled $1.5 million,
$0.2 million and $1.3 million for the years ended December 31,
2012, 2011 and 2010, respectively.
We recognized
the following equity-based employee compensation expenses and
benefits related to our Plan activity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31, |
|
(in millions) |
|
2012 |
|
|
2011 |
|
|
2010 |
|
|
|
|
|
Compensation
expense
|
|
$ |
7.3 |
|
|
$ |
6.6 |
|
|
$ |
6.7 |
|
Related income tax
benefit
|
|
$ |
2.7 |
|
|
$ |
2.5 |
|
|
$ |
2.5 |
|
Each
non-employee director receives an annual grant of phantom shares
equal in value to $75,000. We will pay each non-employee director
in cash the fair market value of certain of the director’s
phantom shares granted, upon termination of service as a member of
the board of directors. The remaining phantom shares granted will
be paid out in the form of one share of our common stock for each
phantom share, with the value of any fractional phantom shares paid
in cash. Expense recognized in the years ended December 31,
2012, 2011 and 2010 related to these phantom share grants was $0.9
million, zero and $1.7 million, respectively. Cash payments of $0.3
million and $0.6 million were used to settle phantom shares during
2012 and 2011, respectively.
|
X |
- Definition
The entire disclosure for compensation-related costs for equity-based compensation, which may include disclosure of policies, compensation plan details, allocation of equity compensation, incentive distributions, equity-based arrangements to obtain goods and services, deferred compensation arrangements, employee stock ownership plan details and employee stock purchase plan details.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Staff Accounting Bulletin (SAB)
-Number Topic 14
Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 718
-SubTopic 10
-Section 50
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=6415400&loc=d3e5070-113901
Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
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-SubTopic 50
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6406099&loc=d3e25284-112666
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Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher AICPA
-Name Statement of Position (SOP)
-Number 93-6
-Paragraph 53
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.
Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
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-Paragraph 1
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Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 123R
-Paragraph 64, 65, A240
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.
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-Paragraph 4
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v2.4.0.6
Long-Term Debt
|
12 Months Ended |
Dec. 31, 2012
|
Long-Term Debt |
|
|
|
|
|
|
|
|
|
|
|
As of
December 31, |
|
|
|
2012 |
|
|
2011 |
|
|
|
(in
millions) |
|
Convertible
Debentures
|
|
$ |
149.0 |
|
|
$ |
142.1 |
|
Revolving debt
|
|
|
34.2 |
|
|
|
4.0 |
|
Other notes
payable
|
|
|
2.1 |
|
|
|
4.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
185.3 |
|
|
|
150.2 |
|
Less current maturities of
long-term debt
|
|
|
1.0 |
|
|
|
1.6 |
|
|
|
|
|
|
|
|
|
|
|
|
$ |
184.3 |
|
|
$ |
148.6 |
|
|
|
|
|
|
|
|
|
|
Debentures
We have $172.5
million outstanding in aggregate principal amount of Debentures.
The Debentures bear interest at the annual rate of 3.9375%, with
interest due on April 15 and October 15 of each year, and
will mature on October 15, 2015, unless they are converted
prior to that date. The Debentures are direct, unsecured and
unsubordinated obligations and rank equal in priority with all
unsecured and unsubordinated indebtedness and senior in right of
payment to all subordinated indebtedness. They effectively rank
junior to all secured indebtedness to the extent of the value of
the assets securing such indebtedness. The Debentures do not
contain financial covenants.
Holders may
convert the Debentures under certain circumstances. Upon conversion
of any Debentures, the principal amount would be settled in cash
and the premium, if any, in shares of our common stock. The initial
conversion rate, which is subject to adjustment, is 29.5972 shares
of common stock per $1,000 principal amount of Debentures. This is
equal to an initial conversion price of $33.79 per share. The
Debentures may be converted under any of the following
circumstances:
|
• |
|
during any fiscal quarter (and only during such fiscal
quarter), if the closing price of our common stock for at least 20
trading days in the 30 consecutive trading-day period ending on the
last trading day of the preceding fiscal quarter was 130% or more
of the then current conversion price per share of common stock on
that 30th
trading
day;
|
|
• |
|
during the five business day period after any five consecutive
trading-day period (which is referred to as the “measurement
period”) in which the trading price per debenture for each
day of the measurement period was less than 98% of the product of
the closing price of our common stock and the applicable conversion
rate for the debentures;
|
|
• |
|
on or after September 15, 2015;
|
|
• |
|
upon the occurrence of specified corporate transactions;
or
|
|
• |
|
in connection with a transaction or event constituting a
“change of control.”
|
None of the
conditions that permit conversion were satisfied at
December 31, 2012.
We used a
portion of the net proceeds from the sale of the Debentures to
enter into call options (hedge and warrant transactions), which
entitle us to purchase shares of our stock from a financial
institution at $33.79 per share and entitle the financial
institution to purchase shares from us at $46.78 per share. This
will reduce potential dilution to our common shareholders from
conversion of the Debentures by increasing the effective conversion
price to $46.78 per share.
Credit
Facility
Our primary U.S.
operating subsidiaries, other than GST LLC, are parties to a senior
secured revolving credit facility with a maximum availability of
$175 million. Actual borrowing availability under the credit
facility is determined by reference to a borrowing base of
specified percentages of eligible accounts receivable, inventory,
equipment and real property elected to be pledged, and is reduced
by usage of the facility, including outstanding letters of credit,
and any reserves. Under certain conditions, we may request an
increase to the facility maximum availability to $225 million
in total. Any increase is dependent on obtaining future lender
commitments for those amounts, and no current lender has any
obligation to provide such commitment. The credit facility matures
on July 17, 2015 unless, prior to that date, the Debentures
are paid in full, refinanced on certain terms or defeased, in which
case the facility will mature on March 30, 2016.
Borrowings under
the credit facility are secured by specified assets of the Company
and our U.S. operating subsidiaries, other than GST LLC, and
primarily include accounts receivable, inventory, equipment, real
property elected to be pledged, deposit accounts, intercompany
loans, intellectual property and related contract rights, general
intangibles related to any of the foregoing and proceeds related to
disposal or sale of the foregoing. Subsidiary capital stock is not
included as collateral.
Outstanding
borrowings under the credit facility bear interest at a rate equal
to, at our option, either (1) a base/prime rate plus an
applicable margin or (2) the adjusted one, two, three or
six-month LIBOR rate plus an applicable margin. Pricing under the
credit facility at any particular time is determined by reference
to a pricing grid based on average daily availability under the
facility for the immediately prior fiscal quarter. Under the
pricing grid, the applicable margins range from 0.75% to 1.25% for
base/prime rate loans and from 1.75% to 2.25% for LIBOR loans. At
December 31, 2012, the applicable margin for base/prime rate
loans was 1.00% and the applicable margin for LIBOR loans was
2.00%. The undrawn portion of the credit facility is subject to an
unused line fee. Outstanding letters of credit are subject to an
annual fee equal to the applicable margin for LIBOR loans under the
credit facility as in effect from time to time, plus a fronting fee
on the aggregate undrawn amount of the letters of
credit.
The credit
agreement contains customary covenants and restrictions for an
asset-based credit facility, including negative covenants limiting
certain: fundamental changes (such as merger transactions); loans;
incurrence of debt other than specifically permitted debt;
transactions with affiliates that are not on arm’s-length
terms; incurrence of liens other than specifically permitted liens;
repayment of subordinated debt (except for scheduled payments in
accordance with applicable subordination documents); prepayments of
other debt; dividends; asset dispositions other than as
specifically permitted; and acquisitions and other investments
other than as specifically permitted. The credit facility also
requires us to maintain a minimum fixed charge coverage ratio in
the event the amount available for borrowing is less than certain
calculated amounts which vary based on the available borrowing base
and the aggregate commitments of the lenders under the credit
facility.
The credit
facility contains events of default including, but not limited to,
nonpayment of principal or interest, violation of covenants,
breaches of representations and warranties, cross-default to other
debt, bankruptcy and other insolvency events, material judgments,
certain ERISA events, actual or asserted invalidity of loan
documentation and certain changes of control.
The actual
borrowing availability at December 31, 2012, under our senior
secured revolving credit facility was $90.7 million after giving
consideration to $3.8 million of letters of credit outstanding and
$34.2 million of revolver borrowings.
Future principal
payments on long-term debt are as follows:
|
|
|
|
|
|
|
(in millions) |
|
2013
|
|
$ |
1.0 |
|
2014
|
|
|
0.2 |
|
2015
|
|
|
206.8 |
|
2016
|
|
|
0.1 |
|
2017
|
|
|
0.1 |
|
Thereafter
|
|
|
0.6 |
|
|
|
|
|
|
|
|
$ |
208.8 |
|
|
|
|
|
|
The payments for
long-term debt shown in the table above reflect the contractual
principal amount for the convertible debentures. In the
Consolidated Balance Sheets, this amount is shown net of a debt
discount pursuant to applicable accounting rules.
|
X |
- Definition
The entire disclosure for long-term debt.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02.22)
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-Name Regulation S-X (SX)
-Number 210
-Section 02
-Paragraph 22
-Article 5
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+ References
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-Name Statement of Financial Accounting Standard (FAS)
-Number 132R
-Paragraph 5
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v2.4.0.6
Property, Plant and Equipment
|
12 Months Ended |
Dec. 31, 2012
|
Property, Plant and Equipment |
8. |
|
Property, Plant and
Equipment |
|
|
|
|
|
|
|
|
|
|
|
As of
December 31, |
|
|
|
2012 |
|
|
2011 |
|
|
|
(in
millions) |
|
Land
|
|
$ |
5.8 |
|
|
$ |
3.9 |
|
Buildings and
improvements
|
|
|
96.3 |
|
|
|
84.3 |
|
Machinery and
equipment
|
|
|
341.6 |
|
|
|
312.5 |
|
Construction in
progress
|
|
|
25.3 |
|
|
|
21.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
469.0 |
|
|
|
422.3 |
|
Less accumulated
depreciation
|
|
|
(283.5 |
) |
|
|
(258.1 |
) |
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
185.5 |
|
|
$ |
164.2 |
|
|
|
|
|
|
|
|
|
|
|
X |
- Definition
The entire disclosure for long-lived, physical assets that are used in the normal conduct of business to produce goods and services and not intended for resale. Examples include land, buildings, machinery and equipment, and other types of furniture and equipment including, but not limited to, office equipment, furniture and fixtures, and computer equipment and software. This disclosure may include property plant and equipment accounting policies and methodology, a schedule of property, plant and equipment gross, additions, deletions, transfers and other changes, depreciation, depletion and amortization expense, net, accumulated depreciation, depletion and amortization expense and useful lives, income statement disclosures, assets held for sale and public utility disclosures.
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The component of income tax expense for the period representing amounts paid or payable (or refundable) as determined by applying the provisions of enacted federal tax law to the domestic taxable Income or Loss from continuing operations.
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v2.4.0.6
Commitments and Contingencies - Additional Information (Detail) (USD $)
|
1 Months Ended |
12 Months Ended |
31 Months Ended |
444 Months Ended |
|
12 Months Ended |
72 Months Ended |
|
444 Months Ended |
|
12 Months Ended |
Sep. 30, 2011
|
Jul. 31, 2011
|
May 31, 2011
|
Jul. 27, 2010
|
Dec. 31, 2012
Appeals
Claim
site
|
Dec. 31, 2011
|
Dec. 31, 2010
|
Dec. 31, 2012
Claim
|
Dec. 31, 2012
LegalMatter
Claim
|
Jun. 30, 2010
LegalMatter
|
Dec. 31, 2012
Garlock Sealing Technologies LLC [Member]
|
Dec. 31, 2012
Garlock Sealing Technologies LLC [Member]
|
Jun. 30, 2010
Garlock Sealing Technologies LLC [Member]
LegalMatter
|
Dec. 31, 2012
Mesothelioma [Member]
LegalMatter
|
Jul. 27, 2010
Guaranteed Investment Contract, One [Member]
|
Jul. 27, 2010
Guaranteed Investment Contract, Two [Member]
|
Dec. 31, 2012
High Quality [Member]
|
Dec. 31, 2012
Moderate Quality [Member]
|
Loss Contingencies [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of sites owned |
|
|
|
|
17 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost which the sites are expected to exceed |
|
|
|
|
$ 100,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of sites investigations completed |
|
|
|
|
13 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of sites where investigations are in progress |
|
|
|
|
4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Environmental contingencies and accrued liabilities |
|
|
|
|
11,300,000 |
12,600,000 |
|
11,300,000 |
11,300,000 |
|
|
|
|
|
|
|
|
|
Contract value guaranteed investment contract |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
18,000,000 |
2,300,000 |
|
|
Company contributed directly to the Benefits Trust |
|
|
|
900,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current value of guaranteed investment contract held in a special account |
|
|
|
|
2,600,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value of contract value contributed to defined benefit plan |
|
21,000,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Difference between the contract value and fair value |
|
|
|
|
|
2,900,000 |
|
|
|
|
|
|
|
|
|
|
|
|
Number of asbestos claims processed |
|
|
|
|
|
|
|
|
900,000 |
|
|
|
|
|
|
|
|
|
Cumulative claims paid |
|
|
|
|
|
|
|
|
1,400,000,000 |
|
|
|
|
563,200,000 |
|
|
|
|
Fees and expenses related to asbestos claim |
|
|
|
|
1,500,000 |
900,000 |
2,500,000 |
|
400,000,000 |
|
|
|
|
|
|
|
|
|
Pending mesothelioma claims |
|
|
|
|
|
|
|
|
|
5,800 |
|
|
90,000 |
|
|
|
|
|
Number of claims resolved |
|
|
|
|
|
|
|
|
|
|
|
|
|
15,300 |
|
|
|
|
Number of claims dismissed |
|
|
|
|
|
|
|
|
|
|
|
|
|
5,700 |
|
|
|
|
Number of claimants not responded to questionnaire |
|
|
|
|
600 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of claimants acknowledging that they do not have mesothelioma |
|
|
|
|
1,700 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of claimants asserting mesothelioma claims |
|
|
|
|
3,500 |
|
|
3,500 |
3,500 |
|
|
|
|
|
|
|
|
|
Number of additional appeals pending from adverse decisions |
|
|
|
|
3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Value of additional appeals pending from adverse decisions |
|
|
|
|
2,400,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Value of verdict overturned by court |
500,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Value of verdicts upheld by court |
|
|
700,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amount of insurance coverage available |
|
|
|
|
141,900,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Insurance recoveries |
|
|
|
|
16,100,000 |
|
|
53,200,000 |
|
|
4,400,000 |
7,200,000 |
|
|
|
|
|
|
Percentage of insurance coverage |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
99.00% |
1.00% |
Portion of insurance coverage |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
140,000,000 |
1,900,000 |
Coverage for pre-Petition Date claims |
|
|
|
|
105,900,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Insurance coverage under payment schedules |
|
|
|
|
106,200,000 |
|
|
106,200,000 |
106,200,000 |
|
|
|
|
|
|
|
|
|
Future insurance recoveries |
|
|
|
|
|
|
|
|
|
|
36,700,000 |
36,700,000 |
|
|
|
|
|
|
Recorded asbestos liability at the Petition Date |
|
|
|
|
|
|
|
|
|
472,100,000 |
466,800,000 |
466,800,000 |
|
|
|
|
|
|
Estimated cost to resolve claims |
|
|
|
|
|
|
|
|
|
|
270,000,000 |
270,000,000 |
|
|
|
|
|
|
Proposed Settlement |
|
|
|
|
30,000,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net rent expense |
|
|
|
|
$ 15,100,000 |
$ 15,700,000 |
$ 12,700,000 |
|
|
|
|
|
|
|
|
|
|
|
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-Subparagraph (SX 210.5-03.3)
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Carrying amount as of the balance sheet date of reserves for the costs of settling insured claims and costs incurred in the claims settlement process attributable to asbestos and environmental claims, before estimated recoveries from reinsurers.
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-Name Accounting Standards Codification
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-SubTopic 40
-Section 50
-Paragraph 3
-Subparagraph (a)
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-Paragraph 9, 10, 11, 12
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-Name Statement of Financial Accounting Standard (FAS)
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-Paragraph 28
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v2.4.0.6
Earnings Per Share
|
12 Months Ended |
Dec. 31, 2012
|
Earnings Per Share |
Basic earnings
per share is computed by dividing the applicable net income by the
weighted-average number of common shares outstanding for the
period. Diluted earnings per share is calculated using the
weighted-average number of shares of common stock as adjusted for
any potentially dilutive shares as of the balance sheet date. The
computation of basic and diluted earnings per share is as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2012 |
|
|
2011 |
|
|
2010 |
|
Numerator (basic and
diluted):
|
|
|
|
|
|
|
|
|
|
|
|
|
Continuing
operations
|
|
$ |
41.0 |
|
|
$ |
44.2 |
|
|
$ |
61.3 |
|
Discontinued
operations
|
|
|
— |
|
|
|
— |
|
|
|
94.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$ |
41.0 |
|
|
$ |
44.2 |
|
|
$ |
155.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Denominator:
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average shares
– basic
|
|
|
20.7 |
|
|
|
20.5 |
|
|
|
20.3 |
|
Share-based
awards
|
|
|
0.4 |
|
|
|
0.3 |
|
|
|
0.3 |
|
Convertible
debentures
|
|
|
0.5 |
|
|
|
0.7 |
|
|
|
0.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average shares
– diluted
|
|
|
21.6 |
|
|
|
21.5 |
|
|
|
20.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per share –
basic:
|
|
|
|
|
|
|
|
|
|
|
|
|
Continuing
operations
|
|
$ |
1.99 |
|
|
$ |
2.15 |
|
|
$ |
3.01 |
|
Discontinued
operations
|
|
|
— |
|
|
|
— |
|
|
|
4.63 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
1.99 |
|
|
$ |
2.15 |
|
|
$ |
7.64 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per share –
diluted
|
|
|
|
|
|
|
|
|
|
|
|
|
Continuing
operations
|
|
$ |
1.90 |
|
|
$ |
2.06 |
|
|
$ |
2.96 |
|
Discontinued
operations
|
|
|
— |
|
|
|
— |
|
|
|
4.55 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
1.90 |
|
|
$ |
2.06 |
|
|
$ |
7.51 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As discussed
further in Note 12, we have issued Debentures. Under the terms of
the Debentures, upon conversion, we will settle the par amount of
our obligations in cash and the remaining obligations, if any, in
common shares. Pursuant to applicable accounting guidelines, we
include the conversion option effect in diluted earnings per share
during such periods when our average stock price exceeds the stated
conversion price.
|
X |
- Definition
The entire disclosure for earnings per share.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=7655603&loc=d3e1252-109256
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-SubTopic 10
-Section 50
-Paragraph 1
-Subparagraph (a)
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-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 3
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Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 128
-Paragraph 40
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.
Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 225
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03.21)
-URI http://asc.fasb.org/extlink&oid=6880815&loc=d3e20235-122688
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v2.4.0.6
Inventories
|
12 Months Ended |
Dec. 31, 2012
|
Inventories |
|
|
|
|
|
|
|
|
|
|
|
As of
December 31, |
|
|
|
2012 |
|
|
2011 |
|
|
|
(in
millions) |
|
Finished products
|
|
$ |
72.0 |
|
|
$ |
64.5 |
|
Deferred costs relating to
long-term contracts
|
|
|
16.6 |
|
|
|
28.6 |
|
Work in process
|
|
|
33.4 |
|
|
|
18.9 |
|
Raw materials and
supplies
|
|
|
36.3 |
|
|
|
42.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
158.3 |
|
|
|
154.3 |
|
Reserve to reduce certain
inventories to LIFO basis
|
|
|
(12.4 |
) |
|
|
(12.0 |
) |
Progress payments
|
|
|
(15.1 |
) |
|
|
(29.7 |
) |
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
130.8 |
|
|
$ |
112.6 |
|
|
|
|
|
|
|
|
|
|
|
X |
- Definition
The entire disclosure for inventory. This may include, but is not limited to, the basis of stating inventory, the method of determining inventory cost, the major classes of inventory, and the nature of the cost elements included in inventory. If inventory is stated above cost, accrued net losses on firm purchase commitments for inventory and losses resulting from valuing inventory at the lower-of-cost-or-market may also be included. For LIFO inventory, may disclose the amount and basis for determining the excess of replacement or current cost over stated LIFO value and the effects of a LIFO quantities liquidation that impacts net income.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 02
-Paragraph 6
-Subparagraph a, b, c
-Article 5
Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6361739&loc=d3e7789-107766
Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher AICPA
-Name Accounting Research Bulletin (ARB)
-Number 43
-Section A
-Paragraph 9
-Chapter 3
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.
Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02.6)
-URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
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|
v2.4.0.6
Goodwill and Other Intangible Assets
|
12 Months Ended |
Dec. 31, 2012
|
Goodwill and Other Intangible Assets |
9. |
|
Goodwill and Other
Intangible Assets |
The changes in
the net carrying value of goodwill by reportable segment for the
years ended December 31, 2012 and 2011 are as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sealing
Products |
|
|
Engineered
Products |
|
|
Engine
Products
and
Services |
|
|
Total |
|
|
|
(in
millions) |
|
Gross goodwill as of
December 31, 2010
|
|
$ |
93.5 |
|
|
$ |
148.0 |
|
|
$ |
7.1 |
|
|
$ |
248.6 |
|
Accumulated impairment
losses
|
|
|
(27.8 |
) |
|
|
(108.7 |
) |
|
|
— |
|
|
|
(136.5 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Goodwill as of
December 31, 2010
|
|
|
65.7 |
|
|
|
39.3 |
|
|
|
7.1 |
|
|
|
112.1 |
|
|
|
|
|
|
Foreign currency
translation
|
|
|
(0.7 |
) |
|
|
(0.7 |
) |
|
|
— |
|
|
|
(1.4 |
) |
Acquisitions
|
|
|
71.3 |
|
|
|
19.2 |
|
|
|
— |
|
|
|
90.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross goodwill as of
December 31, 2011
|
|
|
164.1 |
|
|
|
166.5 |
|
|
|
7.1 |
|
|
|
337.7 |
|
Accumulated impairment
losses
|
|
|
(27.8 |
) |
|
|
(108.7 |
) |
|
|
— |
|
|
|
(136.5 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Goodwill as of
December 31, 2011
|
|
|
136.3 |
|
|
|
57.8 |
|
|
|
7.1 |
|
|
|
201.2 |
|
|
|
|
|
|
Foreign currency
translation
|
|
|
0.6 |
|
|
|
1.8 |
|
|
|
— |
|
|
|
2.4 |
|
Acquisitions
|
|
|
15.9 |
|
|
|
0.9 |
|
|
|
— |
|
|
|
16.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross goodwill as of
December 31, 2012
|
|
|
180.6 |
|
|
|
169.2 |
|
|
|
7.1 |
|
|
|
356.9 |
|
Accumulated impairment
losses
|
|
|
(27.8 |
) |
|
|
(108.7 |
) |
|
|
— |
|
|
|
(136.5 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Goodwill as of
December 31, 2012
|
|
$ |
152.8 |
|
|
$ |
60.5 |
|
|
$ |
7.1 |
|
|
$ |
220.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Identifiable
intangible assets are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31,
2012 |
|
|
As of December 31,
2011 |
|
|
|
Gross
Carrying
Amount |
|
|
Accumulated
Amortization |
|
|
Gross
Carrying
Amount |
|
|
Accumulated
Amortization |
|
|
|
(in
millions) |
|
Amortized:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Customer
relationships
|
|
$ |
190.0 |
|
|
$ |
70.7 |
|
|
$ |
166.9 |
|
|
$ |
54.4 |
|
Existing
technology
|
|
|
53.8 |
|
|
|
13.3 |
|
|
|
34.7 |
|
|
|
10.6 |
|
Trademarks
|
|
|
33.2 |
|
|
|
14.8 |
|
|
|
33.1 |
|
|
|
12.2 |
|
Other
|
|
|
23.6 |
|
|
|
15.7 |
|
|
|
24.3 |
|
|
|
12.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
300.6 |
|
|
|
114.5 |
|
|
|
259.0 |
|
|
|
89.4 |
|
Indefinite-Lived:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trademarks
|
|
|
36.4 |
|
|
|
— |
|
|
|
26.1 |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
337.0 |
|
|
$ |
114.5 |
|
|
$ |
285.1 |
|
|
$ |
89.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization
expense for the years ended December 31, 2012, 2011 and 2010
was $24.3 million, $19.8 million and $13.2 million,
respectively.
The estimated
amortization expense for those intangible assets for the next five
years is as follows (in millions):
|
|
|
|
|
2013
|
|
$ |
24.1 |
|
2014
|
|
$ |
23.0 |
|
2015
|
|
$ |
21.4 |
|
2016
|
|
$ |
18.8 |
|
2017
|
|
$ |
17.5 |
|
|
X |
- Definition
The entire disclosure for the aggregate amount of goodwill and a description of intangible assets, which may include (a) for amortizable intangible assets (also referred to as finite-lived intangible assets), the carrying amount, the amount of any significant residual value, and the weighted-average amortization period, (b) for intangible assets not subject to amortization (also referred to as indefinite-lived intangible assets), the carrying amount, and (c) the amount of research and development assets acquired and written off in the period, including the line item in the income statement in which the amounts written off are aggregated, if not readily apparent from the income statement. Also discloses (a) for amortizable intangibles assets in total and by major class, the gross carrying amount and accumulated amortization, the total amortization expense for the period, and the estimated aggregate amortization expense for each of the five succeeding fiscal years, (b) for intangible assets not subject to amortization the carrying amount in total and by major class, and (c) for goodwill, in total and for each reportable segment, the changes in the carrying amount of goodwill during the period (including the aggregate amount of goodwill acquired, the aggregate amount of impairment losses recognized, and the amount of goodwill included in the gain (loss) on disposal of a reporting unit). If any part of goodwill has not been allocated to a reportable segment, discloses the unallocated amount and the reasons for not allocating. For each impairment loss recognized related to an intangible asset (excluding goodwill), discloses: (a) a description of the impaired intangible asset and the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method for determining fair value, (c) the caption in the income statement or the statement of activities in which the impairment loss is aggregated, and (d) the segment in which the impaired intangible asset is reported. For each goodwill impairment loss recognized, discloses: (a) a description of the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method of determining the fair value of the associated reporting unit, and (c) if a recognized impairment loss is an estimate not finalized and the reasons why the estimate is not final. May also disclose the nature and amount of any significant adjustments made to a previous estimate of an impairment loss.
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-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.
Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name FASB Staff Position (FSP)
-Number FAS115-1/124-1
-Paragraph 15D
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.
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|
v2.4.0.6
Income Taxes (Tables)
|
12 Months Ended |
Dec. 31, 2012
|
Schedule of Income Before Income Tax Domestic and Foreign |
Income from
continuing operations before income taxes as shown in the
Consolidated Statements of Operations consists of the
following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended
December 31, |
|
|
|
2012 |
|
|
2011 |
|
|
2010 |
|
|
|
(in
millions) |
|
Domestic
|
|
$ |
27.7 |
|
|
$ |
22.6 |
|
|
$ |
55.7 |
|
Foreign
|
|
|
35.8 |
|
|
|
42.4 |
|
|
|
26.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
63.5 |
|
|
$ |
65.0 |
|
|
$ |
82.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Summary of Income Tax Expense in Consolidated Statements of Operations From Continuing Operations |
A summary of
income tax expense in the Consolidated Statements of Operations
from continuing operations is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended
December 31, |
|
|
|
2012 |
|
|
2011 |
|
|
2010 |
|
|
|
(in
millions) |
|
Current:
|
|
|
|
|
|
|
|
|
|
|
|
|
Federal
|
|
$ |
9.3 |
|
|
$ |
4.7 |
|
|
$ |
(3.3 |
) |
Foreign
|
|
|
5.5 |
|
|
|
11.3 |
|
|
|
6.2 |
|
State
|
|
|
1.8 |
|
|
|
0.5 |
|
|
|
0.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
16.6 |
|
|
|
16.5 |
|
|
|
3.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred:
|
|
|
|
|
|
|
|
|
|
|
|
|
Federal
|
|
|
3.0 |
|
|
|
2.7 |
|
|
|
15.8 |
|
Foreign
|
|
|
3.5 |
|
|
|
1.5 |
|
|
|
1.3 |
|
State
|
|
|
(0.6 |
) |
|
|
0.1 |
|
|
|
0.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5.9 |
|
|
|
4.3 |
|
|
|
17.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
22.5 |
|
|
$ |
20.8 |
|
|
$ |
21.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Schedule of Deferred Income Tax Assets and Liabilities |
Significant
components of deferred income tax assets and liabilities at
December 31, 2012 and 2011 are as follows:
|
|
|
|
|
|
|
|
|
|
|
2012 |
|
|
2011 |
|
|
|
(in
millions) |
|
Deferred income tax
assets:
|
|
|
|
|
|
|
|
|
Net operating
losses
|
|
$ |
12.3 |
|
|
$ |
9.7 |
|
Accrual for post-retirement
benefits other than pensions
|
|
|
4.5 |
|
|
|
4.1 |
|
Environmental
reserves
|
|
|
4.5 |
|
|
|
4.9 |
|
Retained liabilities of
previously owned businesses
|
|
|
8.5 |
|
|
|
4.7 |
|
Accruals and
reserves
|
|
|
5.4 |
|
|
|
7.8 |
|
Pensions
|
|
|
13.6 |
|
|
|
13.3 |
|
Minimum pension
liability
|
|
|
38.3 |
|
|
|
38.2 |
|
Inventories
|
|
|
6.0 |
|
|
|
4.3 |
|
Interest
|
|
|
6.3 |
|
|
|
4.7 |
|
Compensation and
benefits
|
|
|
9.3 |
|
|
|
8.9 |
|
|
|
|
|
|
|
|
|
|
Gross deferred income tax
assets
|
|
|
108.7 |
|
|
|
100.6 |
|
Valuation
allowance
|
|
|
(17.7 |
) |
|
|
(12.1 |
) |
|
|
|
|
|
|
|
|
|
Total deferred income tax
assets
|
|
|
91.0 |
|
|
|
88.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred income tax
liabilities:
|
|
|
|
|
|
|
|
|
Depreciation and
amortization
|
|
|
(36.1 |
) |
|
|
(33.4 |
) |
GST deconsolidation
gain
|
|
|
(21.4 |
) |
|
|
(21.0 |
) |
|
|
|
|
|
|
|
|
|
Total deferred income tax
liabilities
|
|
|
(57.5 |
) |
|
|
(54.4 |
) |
|
|
|
|
|
|
|
|
|
Net deferred tax
assets
|
|
$ |
33.5 |
|
|
$ |
34.1 |
|
|
|
|
|
|
|
|
|
|
|
Reconciliation of Effective Tax Rate |
The effective
income tax rate from operations varied from the statutory federal
income tax rate as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Percent of Pretax Income
Years Ended December 31, |
|
|
|
2012 |
|
|
2011 |
|
|
2010 |
|
Statutory federal income tax
rate
|
|
|
35.0 |
% |
|
|
35.0 |
% |
|
|
35.0 |
% |
US taxation of foreign
profits, net of foreign tax credits
|
|
|
(4.5 |
) |
|
|
(3.5 |
) |
|
|
(9.9 |
) |
Research and employment tax
credits
|
|
|
— |
|
|
|
(2.0 |
) |
|
|
(0.3 |
) |
State and local
taxes
|
|
|
1.8 |
|
|
|
0.9 |
|
|
|
1.6 |
|
Domestic production
activities
|
|
|
(2.8 |
) |
|
|
(2.7 |
) |
|
|
(1.4 |
) |
Foreign tax rate
differences
|
|
|
(2.2 |
) |
|
|
(3.6 |
) |
|
|
(1.3 |
) |
Uncertain tax positions and
prior adjustments
|
|
|
(0.4 |
) |
|
|
1.8 |
|
|
|
(1.7 |
) |
Capital loss
utilization
|
|
|
— |
|
|
|
— |
|
|
|
(2.2 |
) |
Statutory changes in tax
rates
|
|
|
(0.4 |
) |
|
|
(0.8 |
) |
|
|
— |
|
Valuation
allowance
|
|
|
7.5 |
|
|
|
4.8 |
|
|
|
5.2 |
|
Nondeductible
expenses
|
|
|
1.7 |
|
|
|
2.0 |
|
|
|
1.3 |
|
Other items, net
|
|
|
(0.4 |
) |
|
|
0.2 |
|
|
|
(0.5 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Effective income tax
rate
|
|
|
35.3 |
% |
|
|
32.1 |
% |
|
|
25.8 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Schedule of Reconciliation of Beginning and Ending Amount of Unrecognized Tax Benefits |
A reconciliation
of the beginning and ending amount of the gross unrecognized tax
benefits (excluding interest) is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
(in millions) |
|
2012 |
|
|
2011 |
|
|
2010 |
|
Balance at beginning of
year
|
|
$ |
4.8 |
|
|
$ |
2.4 |
|
|
$ |
7.2 |
|
Reductions from
deconsolidation of GST
|
|
|
— |
|
|
|
— |
|
|
|
(3.9 |
) |
Additions as a result of
acquisitions
|
|
|
0.1 |
|
|
|
0.5 |
|
|
|
— |
|
Additions based on tax
positions related to the current year
|
|
|
0.9 |
|
|
|
0.7 |
|
|
|
0.3 |
|
Additions for tax positions
of prior years
|
|
|
2.7 |
|
|
|
3.1 |
|
|
|
0.1 |
|
Reductions for tax positions
of prior years
|
|
|
(0.2 |
) |
|
|
(0.1 |
) |
|
|
(0.7 |
) |
Reductions as a result of a
lapse in the statute of limitations
|
|
|
(1.9 |
) |
|
|
(1.5 |
) |
|
|
(0.6 |
) |
Reductions as a result of
audit settlements
|
|
|
(0.1 |
) |
|
|
(0.3 |
) |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at end of
year
|
|
$ |
6.3 |
|
|
$ |
4.8 |
|
|
$ |
2.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
X |
- Definition
Tabular disclosure of the components of income tax expense attributable to continuing operations for each year presented including, but not limited to: current tax expense (benefit), deferred tax expense (benefit), investment tax credits, government grants, the benefits of operating loss carryforwards, tax expense that results from allocating certain tax benefits either directly to contributed capital or to reduce goodwill or other noncurrent intangible assets of an acquired entity, adjustments of a deferred tax liability or asset for enacted changes in tax laws or rates or a change in the tax status of the entity, and adjustments of the beginning-of-the-year balances of a valuation allowance because of a change in circumstances that causes a change in judgment about the realizability of the related deferred tax asset in future years.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 9
-URI http://asc.fasb.org/extlink&oid=6907707&loc=d3e32639-109319
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- Definition
Tabular disclosure of the components of net deferred tax asset or liability recognized in an entity's statement of financial position, including the following: the total of all deferred tax liabilities, the total of all deferred tax assets, the total valuation allowance recognized for deferred tax assets.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=6907707&loc=d3e32537-109319
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- Definition
Tabular disclosure of the reconciliation using percentage or dollar amounts of the reported amount of income tax expense attributable to continuing operations for the year to the amount of income tax expense that would result from applying domestic federal statutory tax rates to pretax income from continuing operations.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 12
-URI http://asc.fasb.org/extlink&oid=6907707&loc=d3e32687-109319
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+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 15
-URI http://asc.fasb.org/extlink&oid=6907707&loc=d3e32718-109319
Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name FASB Interpretation (FIN)
-Number 48
-Paragraph 21
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.
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v2.4.0.6
X |
- Definition
Adjustment to the amount at which an asset could be bought or sold in a current transaction between willing parties, that is, other than in a forced or liquidation sale.
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X |
- Definition
Amount of cash paid to acquire the entity.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 141R
-Paragraph 68
-Subparagraph f(1)
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.
Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 141
-Paragraph 51
-Subparagraph d
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.
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+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 141
-Paragraph 51
-Subparagraph d
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.
Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 141
-Paragraph 24
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.
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v2.4.0.6
Pensions and Postretirement Benefits
|
12 Months Ended |
Dec. 31, 2012
|
Pensions and Postretirement Benefits |
14. |
|
Pensions and
Postretirement Benefits |
We have several
non-contributory defined benefit pension plans covering eligible
employees in the United States and several European countries. We
also had non-contributory defined benefit pension plans in Canada
and Mexico prior to the deconsolidation of GST LLC. Salaried
employees’ benefit payments are generally determined using a
formula that is based on an employee’s compensation and
length of service. We closed our defined benefit pension plan for
new salaried employees in the United States who joined the Company
after January 1, 2006, and effective January 1, 2007,
benefits were frozen for all salaried employees who were not age 40
or older as of December 31, 2006, and other employees who
chose to freeze their benefits. Hourly employees’ benefit
payments are generally determined using stated amounts for each
year of service.
Our employees
also participate in voluntary contributory retirement savings plans
for salaried and hourly employees maintained by us. Under these
plans, eligible employees can receive matching contributions up to
the first 6% of their eligible earnings. Effective January 1,
2007, those employees whose defined benefit pension plan benefits
were frozen receive an additional 2% company contribution each
year. We recorded $6.3 million, $6.0 million and $5.8 million in
expenses in 2012, 2011 and 2010, respectively, for matching
contributions under these plans.
Our general
funding policy for qualified defined benefit pension plans is to
contribute amounts that are at least sufficient to satisfy
regulatory funding standards. During 2012, 2011 and 2010, we
contributed $11.3 million, $5.9 million and $1.3 million,
respectively, in cash to our U.S. pension plans. In 2011, we also
contributed to our U.S. defined benefit pension plans a GIC
received in connection with the Crucible Benefits Trust settlement
agreement. Refer to Note 19, “Commitments and Contingencies
– Crucible Steel Corporation a/k/a Crucible, Inc.” for
additional information about the settlement agreement. The GIC was
valued at $21.4 million for purposes of the pension plan
contribution. We anticipate there will be a required funding of
$19.1 million in 2013. Additionally, we expect to make total
contributions of approximately $0.4 million in 2013 to the foreign
pension plans. The projected benefit obligation, accumulated
benefit obligation and fair value of plan assets for the defined
benefit pension plans with accumulated benefit obligations in
excess of plan assets were $270.5 million, $257.7 million and
$157.4 million at December 31, 2012, and $243.4 million,
$231.4 million and $134.6 million at December 31, 2011,
respectively.
We amortize
prior service cost and unrecognized gains and losses using the
straight-line basis over the average future service life of active
participants.
We provide,
through non-qualified plans, supplemental pension benefits to a
limited number of employees. Certain of our subsidiaries also
sponsor unfunded defined benefit postretirement plans that provide
certain health-care and life insurance benefits to eligible
employees. The health-care plans are contributory, with retiree
contributions adjusted periodically, and contain other cost-sharing
features, such as deductibles and coinsurance. The life insurance
plans are generally noncontributory. The amounts included in
“Other Benefits” in the following tables include the
non-qualified plans and the other defined benefit postretirement
plans discussed above.
The following
table sets forth the changes in projected benefit obligations and
plan assets of our defined benefit pension and other non-qualified
and postretirement plans as of and for the years ended
December 31, 2012 and 2011.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension
Benefits |
|
|
Other
Benefits |
|
|
|
2012 |
|
|
2011 |
|
|
2012 |
|
|
2011 |
|
|
|
(in
millions) |
|
Change in Projected
Benefit Obligations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Projected benefit
obligations at beginning of year
|
|
$ |
244.1 |
|
|
$ |
197.5 |
|
|
$ |
5.3 |
|
|
$ |
4.5 |
|
Service cost
|
|
|
5.7 |
|
|
|
4.8 |
|
|
|
0.3 |
|
|
|
0.6 |
|
Interest cost
|
|
|
10.5 |
|
|
|
10.7 |
|
|
|
0.2 |
|
|
|
0.2 |
|
Actuarial loss
|
|
|
17.9 |
|
|
|
39.1 |
|
|
|
0.4 |
|
|
|
0.4 |
|
Benefits paid
|
|
|
(7.1 |
) |
|
|
(6.4 |
) |
|
|
(0.8 |
) |
|
|
(0.4 |
) |
Other
|
|
|
0.2 |
|
|
|
(1.6 |
) |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Projected benefit
obligations at end of year
|
|
|
271.3 |
|
|
|
244.1 |
|
|
|
5.4 |
|
|
|
5.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in Plan
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value of plan assets
at beginning of year
|
|
|
135.4 |
|
|
|
113.3 |
|
|
|
|
|
|
|
|
|
Actual return on plan
assets
|
|
|
19.7 |
|
|
|
2.2 |
|
|
|
|
|
|
|
|
|
Administrative
expenses
|
|
|
(1.2 |
) |
|
|
(1.3 |
) |
|
|
|
|
|
|
|
|
Benefits paid
|
|
|
(7.1 |
) |
|
|
(6.4 |
) |
|
|
|
|
|
|
|
|
Company
contributions
|
|
|
11.5 |
|
|
|
27.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value of plan assets
at end of year
|
|
|
158.3 |
|
|
|
135.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2012 |
|
|
2011 |
|
|
2012 |
|
|
2011 |
|
Underfunded Status at
End of Year
|
|
$ |
(113.0 |
) |
|
$ |
(108.7 |
) |
|
$ |
(5.4 |
) |
|
$ |
(5.3 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts Recognized in
the Consolidated Balance Sheets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term assets
|
|
$ |
— |
|
|
$ |
0.1 |
|
|
$ |
— |
|
|
$ |
— |
|
Current
liabilities
|
|
|
(0.3 |
) |
|
|
(0.1 |
) |
|
|
(0.4 |
) |
|
|
(1.1 |
) |
Long-term
liabilities
|
|
|
(112.7 |
) |
|
|
(108.7 |
) |
|
|
(5.0 |
) |
|
|
(4.2 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
(113.0 |
) |
|
$ |
(108.7 |
) |
|
$ |
(5.4 |
) |
|
$ |
(5.3 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pre-tax charges
recognized in accumulated other comprehensive loss as of
December 31, 2012 and 2011 consist of:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension
Benefits |
|
|
Other
Benefits |
|
|
|
2012 |
|
|
2011 |
|
|
2012 |
|
|
2011 |
|
|
|
(in
millions) |
|
Net actuarial
loss
|
|
$ |
99.5 |
|
|
$ |
99.1 |
|
|
$ |
1.1 |
|
|
$ |
0.9 |
|
Prior service
cost
|
|
|
1.4 |
|
|
|
1.4 |
|
|
|
0.3 |
|
|
|
0.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
100.9 |
|
|
$ |
100.5 |
|
|
$ |
1.4 |
|
|
$ |
1.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accumulated
benefit obligation for all defined benefit pension plans was $258.6
million and $232.1 million at December 31, 2012 and 2011,
respectively.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension
Benefits |
|
|
Other
Benefits |
|
|
|
2012 |
|
|
2011 |
|
|
2010 |
|
|
2012 |
|
|
2011 |
|
|
2010 |
|
|
|
(in
millions) |
|
Net Periodic Benefit
Cost
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Service cost
|
|
$ |
5.7 |
|
|
$ |
4.8 |
|
|
$ |
5.4 |
|
|
$ |
0.4 |
|
|
$ |
0.7 |
|
|
$ |
0.6 |
|
Interest cost
|
|
|
10.5 |
|
|
|
10.7 |
|
|
|
11.1 |
|
|
|
0.2 |
|
|
|
0.2 |
|
|
|
0.4 |
|
Expected return on plan
assets
|
|
|
(11.0 |
) |
|
|
(9.4 |
) |
|
|
(9.1 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
Amortization of prior
service cost
|
|
|
0.3 |
|
|
|
0.3 |
|
|
|
0.5 |
|
|
|
0.1 |
|
|
|
0.1 |
|
|
|
0.1 |
|
Recognized net actuarial
loss
|
|
|
9.8 |
|
|
|
4.7 |
|
|
|
4.8 |
|
|
|
— |
|
|
|
— |
|
|
|
0.1 |
|
Curtailment
|
|
|
— |
|
|
|
— |
|
|
|
0.7 |
|
|
|
0.1 |
|
|
|
— |
|
|
|
— |
|
Deconsolidation of
GST
|
|
|
(2.2 |
) |
|
|
(1.5 |
) |
|
|
(0.8 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net periodic benefit
cost
|
|
|
13.1 |
|
|
|
9.6 |
|
|
|
12.6 |
|
|
|
0.8 |
|
|
|
1.0 |
|
|
|
1.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Changes in Plan
Assets and Benefit Obligations Recognized in Other Comprehensive
Loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
|
9.3 |
|
|
|
46.2 |
|
|
|
10.6 |
|
|
|
0.4 |
|
|
|
0.3 |
|
|
|
0.6 |
|
Prior service
cost
|
|
|
0.4 |
|
|
|
— |
|
|
|
0.4 |
|
|
|
— |
|
|
|
— |
|
|
|
0.1 |
|
Amortization of net
loss
|
|
|
(9.8 |
) |
|
|
(4.7 |
) |
|
|
(5.0 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
Amortization of prior
service cost
|
|
|
(0.3 |
) |
|
|
(0.3 |
) |
|
|
(0.5 |
) |
|
|
(0.1 |
) |
|
|
(0.1 |
) |
|
|
(0.1 |
) |
Deconsolidation of
GST
|
|
|
— |
|
|
|
— |
|
|
|
(18.2 |
) |
|
|
— |
|
|
|
— |
|
|
|
(3.3 |
) |
Other adjustment
|
|
|
0.8 |
|
|
|
— |
|
|
|
(1.8 |
) |
|
|
(0.1 |
) |
|
|
— |
|
|
|
(0.1 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total recognized in other
comprehensive income
|
|
|
0.4 |
|
|
|
41.2 |
|
|
|
(14.5 |
) |
|
|
0.2 |
|
|
|
0.2 |
|
|
|
(2.8 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Recognized in Net
Periodic Benefit Cost and Other Comprehensive Loss
|
|
$ |
13.5 |
|
|
$ |
50.8 |
|
|
$ |
(1.9 |
) |
|
$ |
1.0 |
|
|
$ |
1.2 |
|
|
$ |
(1.6 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The estimated
net loss and prior service cost for the defined benefit pension
plans that will be amortized from accumulated other comprehensive
loss into net periodic benefit cost over the next fiscal year are
$8.8 million and $0.1 million, respectively. The estimated prior
service cost for the other defined benefit postretirement plans
that will be amortized from accumulated other comprehensive loss
into net periodic benefit cost over the next fiscal year is $0.1
million.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension
Benefits |
|
|
Other
Benefits |
|
|
|
2012 |
|
|
2011 |
|
|
2010 |
|
|
2012 |
|
|
2011 |
|
|
2010 |
|
Weighted-Average
Assumptions Used to Determine Benefit Obligations at
December 31
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Discount rate
|
|
|
4.0 |
% |
|
|
4.25 |
% |
|
|
5.5 |
% |
|
|
4.25 |
% |
|
|
4.25 |
% |
|
|
5.5 |
% |
Rate of compensation
increase
|
|
|
3.0 |
% |
|
|
4.0 |
% |
|
|
4.0 |
% |
|
|
4.0 |
% |
|
|
4.0 |
% |
|
|
4.0 |
% |
|
|
|
|
|
|
|
Weighted-Average
Assumptions Used to Determine Net Periodic Benefit Cost for Years
Ended December 31
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Discount rate
|
|
|
4.25 |
% |
|
|
5.5 |
% |
|
|
6.0 |
% |
|
|
4.25 |
% |
|
|
5.5 |
% |
|
|
6.0 |
% |
Expected long-term return
on plan assets
|
|
|
8.0 |
% |
|
|
8.0 |
% |
|
|
8.0 |
% |
|
|
— |
|
|
|
— |
|
|
|
— |
|
Rate of compensation
increase
|
|
|
4.0 |
% |
|
|
4.0 |
% |
|
|
4.0 |
% |
|
|
4.0 |
% |
|
|
4.0 |
% |
|
|
4.0 |
% |
The discount
rate reflects the current rate at which the pension liabilities
could be effectively settled at the end of the year. The discount
rate was determined using a model, which uses a theoretical
portfolio of high quality corporate bonds specifically selected to
produce cash flows closely related to how we would settle our
retirement obligations. This produced a discount rate of 4.0% at
December 31, 2012. As of the date of these financial
statements, there are no known or anticipated changes in our
discount rate assumption that will impact our pension expense in
2013. A 25 basis point decrease (increase) in our discount rate,
holding constant our expected long-term return on plan assets and
other assumptions, would increase (decrease) pension expense by
approximately $0.7 million per year.
The overall
expected long-term rate of return on assets was determined based
upon weighted-average historical returns over an extended period of
time for the asset classes in which the plans invest according to
our current investment policy.
We use the
RP-2000 mortality table projected to 2020 by Scale AA to value our
domestic pension liabilities.
|
|
|
|
|
|
|
|
|
Assumed Health Care Cost Trend Rates at
December 31 |
|
2012 |
|
|
2011 |
|
Health care cost trend rate
assumed for next year
|
|
|
7.5 |
% |
|
|
7.7 |
% |
Rate to which the cost
trend rate is assumed to decline (the ultimate rate)
|
|
|
5.0 |
% |
|
|
5.0 |
% |
Year that the rate reaches
the ultimate trend rate
|
|
|
2024 |
|
|
|
2025 |
|
A one
percentage point change in the assumed health-care cost trend rate
would have an impact of less than $0.1 million on net periodic
benefit cost and $0.2 million on benefit obligations.
Plan
Assets
The asset
allocation for pension plans at the end of 2012 and 2011, and the
target allocation for 2013, by asset category are as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Target
Allocation |
|
|
Plan Assets at December 31, |
|
|
|
2013 |
|
|
2012 |
|
|
2011 |
|
Asset
Category
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity
securities
|
|
|
65 |
% |
|
|
65 |
% |
|
|
63 |
% |
Fixed income
|
|
|
35 |
% |
|
|
35 |
% |
|
|
37 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
100 |
% |
|
|
100 |
% |
|
|
100 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Our investment
goal is to maximize the return on assets, over the long term, by
investing in equities and fixed income investments while
diversifying investments within each asset class to reduce the
impact of losses in individual securities. Equity investments
include a mix of U.S. large capitalization equities, U.S. small
capitalization equities and non-U.S. equities. Fixed income
investments include a mix of treasury obligations and high-quality
money market instruments. The asset allocation policy is reviewed
and any significant variation from the target asset allocation mix
is rebalanced periodically. The plans have no direct investments in
our common stock.
Other than the
guaranteed investment contract, the plans invest exclusively in
mutual funds whose holdings are marketable securities traded on
recognized markets and, as a result, would be considered Level 1
assets. The guaranteed investment contract would be considered a
Level 2 asset whose fair value is based on quoted market prices for
outstanding bonds of the insurance company issuing the contract.
The investment portfolio of the various funds at December 31,
2012 and 2011 were as follows:
|
|
|
|
|
|
|
|
|
|
|
2012 |
|
|
2011 |
|
|
|
(in
millions) |
|
Mutual funds – U.S.
equity
|
|
$ |
77.0 |
|
|
$ |
66.7 |
|
Fixed income treasury and
money market
|
|
|
31.3 |
|
|
|
27.0 |
|
Mutual funds –
international equity
|
|
|
26.7 |
|
|
|
19.6 |
|
Guaranteed investment
contract
|
|
|
22.7 |
|
|
|
21.6 |
|
Cash equivalents
|
|
|
0.6 |
|
|
|
0.5 |
|
|
|
|
|
|
|
|
|
|
|
|
$ |
158.3 |
|
|
$ |
135.4 |
|
|
|
|
|
|
|
|
|
|
Estimated Future Benefit
Payments
The following
benefit payments, which reflect expected future service, as
appropriate, are expected to be paid:
|
|
|
|
|
|
|
|
|
|
|
Pension
Benefits |
|
|
Other
Benefits |
|
|
|
(in
millions) |
|
2013
|
|
$ |
8.5 |
|
|
$ |
0.4 |
|
2014
|
|
|
9.2 |
|
|
|
0.2 |
|
2015
|
|
|
9.9 |
|
|
|
0.2 |
|
2016
|
|
|
11.0 |
|
|
|
0.3 |
|
2017
|
|
|
12.1 |
|
|
|
0.3 |
|
Years 2018 –
2022
|
|
|
74.8 |
|
|
|
5.9 |
|
|
X |
- Definition
The entire disclosure for pension and other postretirement benefits.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 158
-Paragraph 7, 21, 22
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.
Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name FASB Staff Position (FSP)
-Number FAS106-2
-Paragraph 20, 21, 22
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.
Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Implementation Guide (Q and A)
-Number FAS88
-Paragraph 63
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.
Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 106
-Paragraph 518
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v2.4.0.6
Commitments and Contingencies
|
12 Months Ended |
Dec. 31, 2012
|
Commitments and Contingencies |
19. |
|
Commitments and
Contingencies |
General
A description
of environmental, asbestos and other legal matters relating to
certain of our subsidiaries is included in this section. In
addition to the matters noted herein, we are from time to time
subject to, and are presently involved in, other litigation and
legal proceedings arising in the ordinary course of business. We
believe the outcome of such other litigation and legal proceedings
will not have a material adverse effect on our financial condition,
results of operations and cash flows. Expenses for administrative
and legal proceedings are recorded when incurred.
Environmental
Our facilities
and operations are subject to federal, state and local
environmental and occupational health and safety requirements of
the U.S. and foreign countries. We take a proactive approach in our
efforts to comply with environmental, health and safety laws as
they relate to our 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
is involved at 17 sites where the cost per site for us or our
subsidiary is expected to exceed $100 thousand. Investigations have
been completed for 13 sites and are in progress at the other four
sites. Our costs at a majority of these sites relate to remediation
projects for soil and groundwater contamination at 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 remediation of 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
December 31, 2012 and 2011, we had accrued liabilities of
$11.3 million and $12.6 million, respectively, for estimated future
expenditures relating to environmental contingencies. These amounts
have been recorded on an undiscounted basis in the Consolidated
Financial Statements. Given the uncertainties regarding the status
of laws, regulations, enforcement policies, the impact of other
parties potentially being 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.
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. In addition, 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, which are included in the 17
sites referred to above. Except with respect to specific Crucible
environmental matters for which we have accrued a portion of the
liability set forth above, we are unable to estimate a reasonably
possible range of loss related to these contingent
liabilities.
See the section
entitled “Crucible Steel Corporation a/k/a Crucible,
Inc.” in this footnote for additional information.
Colt
Firearms and Central Moloney
We may have
contingent liabilities related to divested businesses for which
certain of our subsidiaries retained liability or are obligated
under indemnity agreements. These contingent liabilities include,
but are not limited to, potential product liability and associated
claims related to firearms manufactured prior to March 1990 by Colt
Firearms, a former operation of Coltec, and for electrical
transformers manufactured prior to May 1994 by Central Moloney,
another former Coltec operation. We believe that these potential
contingent liabilities are not material to the Company’s
financial condition, results of operation and cash flows. Coltec
also has ongoing obligations, which are included in other
liabilities in our Consolidated Balance Sheets, with regard to
workers’ compensation, retiree medical and other retiree
benefit matters that relate to Coltec’s periods of ownership
of these operations.
Crucible
Steel Corporation a/k/a Crucible, Inc.
Crucible, which
was engaged primarily in the manufacture and distribution of high
technology specialty metal products, was a wholly owned subsidiary
of Coltec until 1983 when its assets and liabilities were
distributed to a new Coltec subsidiary, Crucible Materials
Corporation. Coltec sold a majority of the outstanding shares of
Crucible Materials Corporation in 1985 and divested its remaining
minority interest in 2004. Crucible Materials Corporation filed for
Chapter 11 bankruptcy protection in May 2009.
In conjunction
with the closure of a Crucible plant in the early 1980s, Coltec was
required to fund a trust for retiree medical benefits for certain
employees at the plant. This trust (the “Benefits
Trust”) pays for these retiree medical benefits on an ongoing
basis. Coltec has no ownership interest in the Benefits Trust, and
thus the assets and liabilities of this trust are not included in
our Consolidated Balance Sheets. Under the terms of the Benefits
Trust agreement, the trustees retained an actuary to assess the
adequacy of the assets in the Benefits Trust in 1995 and 2005. A
third and final actuarial report will be required in 2015. The
actuarial reports in 1995 and 2005 determined that the Benefits
Trust has sufficient assets to fund the payment of future
benefits.
Concurrent with
the establishment of the Benefits Trust, Coltec was required to
establish and make a contribution to a second trust (the
“Back-Up Trust”) to provide protection against the
inability of the Benefits Trust to meet its obligations. On
July 27, 2010, we received court approval of a settlement
agreement with the trustees of the Benefits Trust and, as a result,
were no longer obligated to maintain the Back-Up Trust. The sole
asset of the Back-Up Trust, a guaranteed investment contract
(“GIC”), was divided into two parts and distributed in
accordance with the agreement. We received one GIC with a contract
value of approximately $18 million, and another GIC with a contract
value of $2.3 million. In addition, we contributed $0.9 million
directly to the Benefits Trust. The $2.3 million GIC is being held
in a special account in case of a shortfall in the Benefits Trust
and has a current value of $2.6 million. The GIC, with a contract
value of approximately $18 million and a fair value of
approximately $21 million, was contributed to our U.S. defined
benefit pension plans in July 2011. The difference of $2.9 million
between the contract value and fair value of the GIC was reported
as other non-operating income in our Consolidated Statements of
Operations. Refer to Note 14, “Pensions and Postretirement
Benefits” for additional information about the
contribution.
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 Coltec’s period of
ownership of Crucible. Based on Coltec’s prior ownership of
Crucible, we may have certain additional contingent liabilities,
including liabilities in one or more significant environmental
matters included in the matters 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 it may incur under our warranties
after a review of historical warranty experience and information
about specific warranty claims. Adjustments are made to the
liability as claims data and historical experience
warrant.
Changes in the
carrying amount of the product warranty liability for the years
ended December 31, 2012 and 2011 are as follows:
|
|
|
|
|
|
|
|
|
|
|
2012 |
|
|
2011 |
|
|
|
(in
millions) |
|
Balance at beginning of
year
|
|
$ |
3.5 |
|
|
$ |
3.5 |
|
Charges to
expense
|
|
|
3.2 |
|
|
|
3.6 |
|
Settlements made (primarily
payments)
|
|
|
(2.6 |
) |
|
|
(3.6 |
) |
|
|
|
|
|
|
|
|
|
Balance at end of
period
|
|
$ |
4.1 |
|
|
$ |
3.5 |
|
|
|
|
|
|
|
|
|
|
Asbestos
Background
on Asbestos-Related Litigation. The historical business
operations of GST LLC and Anchor resulted in a substantial volume
of asbestos litigation in which plaintiffs alleged that exposure to
asbestos fibers in products produced or sold by GST LLC or Anchor,
together with products produced and sold by numerous other
companies, contributed to the bodily injuries or deaths. GST LLC
and Anchor manufactured and/or sold industrial sealing products
that contained encapsulated asbestos fibers. Other of our
subsidiaries that manufactured or sold equipment that may have at
various times in the past contained asbestos-containing components
have also been named in a number of asbestos lawsuits, but only GST
LLC and Anchor have ever paid an asbestos claim.
Since the first
asbestos-related lawsuits were filed against GST LLC in 1975, GST
LLC and Anchor have processed more than 900,000 claims to
conclusion, and, together with insurers, have paid over $1.4
billion in settlements and judgments and over $400 million in fees
and expenses. Our subsidiaries’ exposure to asbestos
litigation and their relationships with insurance carriers have
been managed through Garrison.
Subsidiary
Chapter 11 Filing and Effect. On the Petition Date, GST LLC,
Garrison and Anchor filed voluntary petitions for reorganization
under Chapter 11 of the United States Bankruptcy Code in the
Bankruptcy Court. The filings were the initial step in a claims
resolution process. See Note 18 for additional information about
this process and its impact on us.
During the
pendency of the Chapter 11 proceedings, certain actions proposed to
be taken by GST not in the ordinary course of business will be
subject to approval by the Bankruptcy Court. As a result, during
the pendency of these proceedings, we will not have exclusive
control over these companies. Accordingly, as required by GAAP, GST
was deconsolidated beginning on the Petition Date.
As a result of
the initiation of the Chapter 11 proceedings, the resolution of
asbestos claims is subject to the jurisdiction of the Bankruptcy
Court. The filing of the Chapter 11 cases automatically stayed the
prosecution of pending asbestos bodily injury and wrongful death
lawsuits, and initiation of new such lawsuits, against GST.
Further, the Bankruptcy Court issued an order enjoining plaintiffs
from bringing or further prosecuting asbestos products liability
actions against affiliates of GST, including EnPro, Coltec and all
their subsidiaries, during the pendency of the Chapter 11
proceedings, subject to further order. As a result, the numbers of
new claims filed against our subsidiaries and, except as a result
of the resolution of appeals from verdicts rendered prior to the
Petition Date and information about pending cases obtained in the
Chapter 11 proceeding, the numbers of claims pending against them
have not changed since the Petition Date, and those numbers
continue to be as reported in our 2009 Form 10-K and our quarterly
reports for the first and second quarters of 2010.
Pending
Claims. On the Petition Date, according to Garrison, there were
more than 90,000 total claims pending against GST LLC, and
approximately 5,800 claims alleging the disease mesothelioma.
Mesothelioma is a rare cancer of the protective lining of many of
the body’s internal organs, principally the lungs. The
primary cause of mesothelioma is believed to be exposure to
asbestos. As a result of asbestos tort reform during the 2000s,
most active asbestos-related lawsuits, and a large majority of the
amount of payments made by our subsidiaries, have been as a result
of claims alleging mesothelioma. In total, GST LLC has paid $563.2
million to resolve a total of 15,300 mesothelioma claims, and
another 5,700 mesothelioma claims have been dismissed without
payment.
In order to
estimate the allowed amount for mesothelioma claims against GST,
the Bankruptcy Court approved a process whereby all current GST LLC
mesothelioma claimants were required to respond to a questionnaire
about their claims. Questionnaires were distributed to the
mesothelioma claimants identified in Garrison’s claims
database. Many of the 5,800 claimants (over 600) did not respond to
the questionnaire at all, many others (more than 1,700)
acknowledged that they do not have mesothelioma, that they cannot
establish exposure to GST products, or that their claims were
dismissed, settled or withdrawn. Still others responded to the
questionnaire but their responses are deficient in some material
respect. As a result of this process, less than 3,500 claimants
have presented questionnaires asserting mesothelioma claims against
GST LLC as of the Petition Date and many of them have not
established exposure to GST products or have claims that are
otherwise deficient.
Since the
Petition Date, many asbestos-related lawsuits have been filed by
claimants against other companies in state and federal courts, and
many of those claimants might also have included GST LLC as a
defendant but for the bankruptcy injunction. Many of those
claimants likely will make claims against GST in the bankruptcy
proceeding.
Product
Defenses. We believe that the asbestos-containing products
manufactured or sold by GST could not have been a substantial
contributing cause of any asbestos-related disease. The asbestos in
the products was encapsulated, which means the asbestos fibers
incorporated into the products during the manufacturing process
were sealed in binders. The products were also nonfriable, which
means they could not be crumbled by hand pressure. The U.S.
Occupational Safety and Health Administration, which began
generally requiring warnings on asbestos-containing products in
1972, has never required that a warning be placed on products such
as GST LLC’s gaskets. Even though no warning label was
required, GST LLC included one on all of its asbestos-containing
products beginning in 1978. Further, gaskets such as those
previously manufactured and sold by GST LLC are one of the few
asbestos-containing products still permitted to be manufactured
under regulations of the U.S. Environmental Protection Agency.
Nevertheless, GST LLC discontinued all manufacture and distribution
of asbestos-containing products in the U.S. during 2000 and
worldwide in mid-2001.
Appeals.
GST LLC has a record of success in trials of asbestos cases,
especially before the bankruptcies of many of the historically
significant asbestos defendants that manufactured raw asbestos,
asbestos insulation, refractory products or other dangerous friable
asbestos products. However, it has on occasion lost jury verdicts
at trial. GST has consistently appealed when it has received an
adverse verdict and has had success in a majority of those appeals.
We believe that GST LLC will continue to be successful in the
appellate process, although there can be no assurance of success in
any particular appeal. At December 31, 2012, three additional
GST LLC appeals are pending from adverse decisions totaling $2.4
million.
GST LLC won
reversals of adverse verdicts in one of two recent appellate
decisions. In September 2011, the United States Court of Appeals
for the Sixth Circuit overturned a $500 thousand verdict against
GST LLC that was handed down in 2009 by a Kentucky federal court
jury. The federal appellate court found that GST LLC’s motion
for judgment as a matter of law should have been granted because
the evidence was not sufficient to support a determination of
liability. The Sixth Circuit’s chief judge wrote that,
“On the basis of this record, saying that exposure to Garlock
gaskets was a substantial cause of [claimant’s] mesothelioma
would be akin to saying that one who pours a bucket of water into
the ocean has substantially contributed to the ocean’s
volume.” In May 2011, a three-judge panel of the Kentucky
Court of Appeals upheld GST LLC’s $700 thousand share of a
jury verdict, which included punitive damages, in a lung cancer
case against GST LLC in Kentucky state court. This verdict, which
was secured by a bond pending the appeal, was paid in June
2012.
Insurance
Coverage. At December 31, 2012, we had $141.9 million of
insurance coverage we believe is available to cover current and
future asbestos claims payments and certain expense payments. GST
has collected insurance payments totaling $53.2 million since the
Petition Date. Of the $141.9 million of available insurance
coverage remaining, we consider $140.0 million (99%) to be of
high quality because the insurance policies are written or
guaranteed by U.S.-based carriers whose credit rating by S&P is
investment grade (BBB-) or better, and whose AM Best rating is
excellent (A-) or better. We consider $1.9 million (1%) to be
of moderate quality because the insurance policies are written with
various London market carriers. Of the $141.9 million, $105.9
million is allocated to claims that were paid by GST LLC prior to
the initiation of the Chapter 11 proceedings and submitted to
insurance companies for reimbursement, and the remainder is
allocated to pending and estimated future claims. There are
specific agreements in place with carriers covering $106.2 million
of the remaining available coverage. Based on those agreements and
the terms of the policies in place and prior decisions concerning
coverage, we believe that substantially all of the $141.9 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. The $141.9 million is in addition to the
$16.1 million collected in 2012. Based on those agreements and
policies, some of which define specific annual amounts to be paid
and others of which limit the amount that can be recovered in any
one year, we anticipate that $36.7 million will become collectible
at the conclusion of GST’s Chapter 11 proceeding and,
assuming the insurers pay according to the agreements and policies,
that the following amounts should be collected in the years set out
below regardless of when the case concludes:
2013 –
$21.2 million
2014 –
$22 million
2015 –
$20 million
2016 –
$18 million
2017 –
$13 million
2018 –
$11 million
In addition,
GST LLC has received $7.2 million of insurance recoveries from
insolvent carriers since 2007 (including $4.4 million in 2012) and
may receive additional payments from insolvent carriers in the
future. No anticipated insolvent carrier collections are included
in the $141.9 million of anticipated collections. The insurance
available to cover current and future asbestos claims is from
comprehensive general liability policies that cover Coltec and
certain of its other subsidiaries in addition to GST LLC for
periods prior to 1985 and therefore could be subject to potential
competing claims of other covered subsidiaries and their
assignees.
Liability
Estimate. Our recorded asbestos liability as of the Petition
Date was $472.1 million. We based that recorded liability on an
estimate of probable and estimable expenditures to resolve asbestos
personal injury claims under generally accepted accounting
principles, made with the assistance of Garrison and an estimation
expert, Bates White, retained by GST LLC’s counsel. The
estimate developed was an estimate of the most likely point in a
broad range of potential amounts that GST LLC might pay to resolve
asbestos claims (by settlement in the majority of the cases except
those dismissed or tried) over the ten-year period following the
Petition Date in the state court system, plus accrued but unpaid
legal fees. The estimate, which was not discounted to present
value, did not reflect GST LLC’s views of its actual legal
liability; GST LLC has continuously maintained that its products
could not have been a substantial contributing cause of any
asbestos disease. Instead, the liability estimate reflected GST
LLC’s recognition that most claims would be resolved more
efficiently and at a significantly lower total cost through
settlements without any actual liability determination.
Neither we nor
GST has endeavored to update the accrual since the Petition Date
except as necessary to reflect payments of accrued fees and the
disposition of cases on appeal. After those necessary updates, the
liability accrual at December 31, 2012 was $466.8 million. In
each asbestos-driven Chapter 11 case that has been resolved
previously, the amount of the debtor’s liability has been
determined as part of a consensual plan of reorganization agreed to
by the debtor and its creditors, including asbestos claimants and a
representative of potential future claimants. GST does not believe
that there is a reliable process by which an estimate of such a
resolution can be made and therefore believes that there is no
basis upon which it can revise the estimate last updated prior to
the Petition Date. In addition, we do not believe that we can make
a reasonable estimate of a specific range of more likely outcomes
with respect to the asbestos liability of GST, and therefore, while
we believe it to be an unlikely worst case scenario, GST’s
ultimate costs to resolve all asbestos claims against it could
range up to the total value of GST.
In a proposed
plan of reorganization filed by GST and opposed by claimant
representatives, GST has proposed to resolve all pending and future
claims. GST has estimated that the amounts to be paid into the
trust created by the plan for payments to future claimants, plus
the indemnity costs incurred under the plan to pay present
claimants, would be approximately $270 million. Claimant
representatives, on the other hand, have asserted that GST’s
liability exceeds the value of GST.
The proposed
plan of reorganization includes provisions that would resolve any
and all alleged derivative claims against us based on GST asbestos
products. The provisions specify that we would fund $30 million of
the amount proposed to be paid into the trust to pay future
claimants and would guarantee the obligations of GST under the
plan. Those provisions are incorporated into the terms of the
proposed plan only in the context of the specifics of that plan,
which would result in the equity interests of GST being retained by
GST’s equity holder, the reconsolidation of GST into the
Company with substantial equity above the amount of equity
currently included in our consolidated financial statements, and an
injunction protecting us from future GST claims.
We cannot
predict when a plan of reorganization for GST might be approved and
effective; however, an estimation trial for the purpose of
determining the number and value of allowed mesothelioma claims for
plan feasibility purposes has been tentatively scheduled for July
2013. We believe that GST will present compelling defenses at the
estimation trial that, among other things, GST’s products
could not have been a substantial contributing cause of any
asbestos-related disease. Therefore, GST believes the amounts that
will be paid under its proposed plan would be far more than
sufficient to fully fund its actual legal liability. There are many
potential hurdles to plan confirmation, including appeals, that
could arise during and after the estimation trial.
Other
Commitments
We have a
number of operating leases primarily for real estate, equipment and
vehicles. Operating lease arrangements are generally utilized to
secure the use of assets if the terms and conditions of the lease
or the nature of the asset makes the lease arrangement more
favorable than a purchase. Future minimum lease payments by year
and in the aggregate, under noncancelable operating leases with
initial or remaining noncancelable lease terms in excess of one
year, consisted of the following at December 31, 2012 (in
millions):
|
|
|
|
|
2013
|
|
$ |
13.4 |
|
2014
|
|
|
11.2 |
|
2015
|
|
|
9.4 |
|
2016
|
|
|
7.8 |
|
2017
|
|
|
6.9 |
|
Thereafter
|
|
|
7.6 |
|
|
|
|
|
|
Total minimum
payments
|
|
$ |
56.3 |
|
|
|
|
|
|
Net rent
expense was $15.1 million, $15.7 million and $12.7 million for the
years ended December 31, 2012, 2011 and 2010,
respectively.
|
X |
- Definition
The entire disclosure for commitments and contingencies.
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v2.4.0.6
Equity Compensation Plan - Summary of Restricted Share Units Activity, Performance Share Activity and Restricted Stock Activity (Detail) (USD $)
|
12 Months Ended |
Dec. 31, 2012
|
Dec. 31, 2011
|
Dec. 31, 2010
|
Restricted Stock Units (RSUs) [Member]
|
|
|
|
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] |
|
|
|
Nonvested, Weighted-Average Grant Date Fair Value, Beginning Balance |
$ 23.24 |
$ 18.91 |
$ 18.73 |
Granted, Weighted-Average Grant Date Fair Value |
$ 37.65 |
$ 42.07 |
$ 24.49 |
Vested, Weighted-Average Grant Date Fair Value |
$ 18.80 |
|
|
Forfeited, Weighted-Average Grant Date Fair Value |
$ 31.65 |
$ 25.04 |
$ 19.83 |
Shares settled for cash, Weighted-Average Grant Date Fair Value |
$ 41.88 |
$ 39.56 |
$ 28.90 |
Nonvested, Weighted-Average Grant Date Fair Value, Ending Balance |
$ 29.43 |
$ 23.24 |
$ 18.91 |
Nonvested shares, Beginning Balance |
368,850 |
317,605 |
288,839 |
Granted, Shares |
83,841 |
67,454 |
78,362 |
Vested, Shares |
(98,834) |
|
|
Forfeited, Shares |
(19,127) |
(13,946) |
(30,295) |
Shares settled for cash, shares |
(32,243) |
(2,263) |
(19,301) |
Nonvested Shares, Ending Balance |
302,487 |
368,850 |
317,605 |
Performance Shares [Member]
|
|
|
|
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] |
|
|
|
Nonvested, Weighted-Average Grant Date Fair Value, Beginning Balance |
$ 28.54 |
$ 24.10 |
$ 30.66 |
Granted, Weighted-Average Grant Date Fair Value |
$ 37.65 |
$ 42.30 |
$ 24.10 |
Vested, Weighted-Average Grant Date Fair Value |
$ 24.10 |
|
$ 30.66 |
Forfeited, Weighted-Average Grant Date Fair Value |
$ 31.48 |
$ 25.03 |
$ 27.33 |
Achievement level adjustment, Weighted-Average Grant Date Fair Value |
|
|
$ 30.66 |
Nonvested, Weighted-Average Grant Date Fair Value, Ending Balance |
$ 39.52 |
$ 28.54 |
$ 24.10 |
Nonvested shares, Beginning Balance |
380,148 |
302,068 |
290,110 |
Granted, Shares |
137,382 |
93,488 |
331,692 |
Vested, Shares |
(275,336) |
|
(52,292) |
Forfeited, Shares |
(22,992) |
(15,408) |
(58,274) |
Achievement level adjustment, shares |
|
|
(209,168) |
Nonvested Shares, Ending Balance |
219,202 |
380,148 |
302,068 |
Restricted Stock [Member]
|
|
|
|
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] |
|
|
|
Nonvested, Weighted-Average Grant Date Fair Value, Beginning Balance |
$ 34.69 |
$ 32.35 |
$ 32.37 |
Granted, Weighted-Average Grant Date Fair Value |
$ 41.47 |
$ 39.25 |
$ 31.75 |
Vested, Weighted-Average Grant Date Fair Value |
$ 34.55 |
$ 31.84 |
$ 21.46 |
Nonvested, Weighted-Average Grant Date Fair Value, Ending Balance |
$ 37.27 |
$ 34.69 |
$ 32.35 |
Nonvested shares, Beginning Balance |
43,417 |
137,103 |
135,603 |
Granted, Shares |
15,000 |
3,750 |
4,000 |
Vested, Shares |
(17,833) |
(97,436) |
(2,500) |
Nonvested Shares, Ending Balance |
40,584 |
43,417 |
137,103 |
X |
- Definition
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v2.4.0.6
Selected Quarterly Financial Data (Unaudited) (Tables)
|
12 Months Ended |
Dec. 31, 2012
|
Schedule of Selected Quarterly Financial Data |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First Quarter |
|
|
Second Quarter |
|
|
Third Quarter |
|
|
Fourth Quarter |
|
(in millions, except per share data) |
|
2012 |
|
|
2011 |
|
|
2012 |
|
|
2011 |
|
|
2012 |
|
|
2011 |
|
|
2012 |
|
|
2011 |
|
|
|
|
|
|
|
|
|
|
Net sales
|
|
$ |
311.5 |
|
|
$ |
269.6 |
|
|
$ |
301.7 |
|
|
$ |
263.7 |
|
|
$ |
291.7 |
|
|
$ |
300.8 |
|
|
$ |
279.3 |
|
|
$ |
271.4 |
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
$ |
107.2 |
|
|
$ |
94.0 |
|
|
$ |
103.0 |
|
|
$ |
99.3 |
|
|
$ |
98.8 |
|
|
$ |
96.8 |
|
|
$ |
91.1 |
|
|
$ |
88.9 |
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$ |
13.8 |
|
|
$ |
15.2 |
|
|
$ |
10.2 |
|
|
$ |
12.2 |
|
|
$ |
11.3 |
|
|
$ |
14.2 |
|
|
$ |
5.7 |
|
|
$ |
2.6 |
|
|
|
|
|
|
|
|
|
|
Basic earnings per
share
|
|
$ |
0.67 |
|
|
$ |
0.74 |
|
|
$ |
0.50 |
|
|
$ |
0.59 |
|
|
$ |
0.54 |
|
|
$ |
0.70 |
|
|
$ |
0.28 |
|
|
$ |
0.12 |
|
|
|
|
|
|
|
|
|
|
Diluted earnings per
share
|
|
$ |
0.64 |
|
|
$ |
0.71 |
|
|
$ |
0.47 |
|
|
$ |
0.56 |
|
|
$ |
0.53 |
|
|
$ |
0.66 |
|
|
$ |
0.27 |
|
|
$ |
0.12 |
|
|
X |
- Definition
Tabular disclosure of the quarterly financial data in the annual financial statements. The disclosure includes financial information for each fiscal quarter for the current and previous year, including revenues, gross profit, income (loss) before extraordinary items and cumulative effect of a change in accounting principle and earnings per share data.
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v2.4.0.6
Garlock Sealing Technologies LLC and Garrison Litigation Management Group, LTD - Additional Information (Detail) (Garlock Sealing Technologies [Member], USD $) In Millions, unless otherwise specified
|
1 Months Ended |
12 Months Ended |
31 Months Ended |
Nov. 30, 2011
|
Dec. 31, 2012
|
Dec. 31, 2011
|
Dec. 31, 2010
|
Dec. 31, 2012
|
Contribution by affiliates |
$ 200 |
|
|
|
|
Indemnity costs for current claims |
70 |
|
|
|
|
Reorganization costs, including fees and expenses |
|
31.4 |
17.0 |
9.0 |
57.4 |
GST Counsel And Expert [Member]
|
|
|
|
|
|
Reorganization costs, including fees and expenses |
|
|
|
|
31.3 |
Asbestos Claimants' Committee [Member]
|
|
|
|
|
|
Reorganization costs, including fees and expenses |
|
|
|
|
21.3 |
Future Claim Representative [Member]
|
|
|
|
|
|
Reorganization costs, including fees and expenses |
|
|
|
|
$ 4.8 |
X |
- Definition
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v2.4.0.6
Long-Term Debt (Tables)
|
12 Months Ended |
Dec. 31, 2012
|
Schedule of Long Term Debt |
|
|
|
|
|
|
|
|
|
|
|
As of
December 31, |
|
|
|
2012 |
|
|
2011 |
|
|
|
(in
millions) |
|
Convertible
Debentures
|
|
$ |
149.0 |
|
|
$ |
142.1 |
|
Revolving debt
|
|
|
34.2 |
|
|
|
4.0 |
|
Other notes
payable
|
|
|
2.1 |
|
|
|
4.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
185.3 |
|
|
|
150.2 |
|
Less current maturities of
long-term debt
|
|
|
1.0 |
|
|
|
1.6 |
|
|
|
|
|
|
|
|
|
|
|
|
$ |
184.3 |
|
|
$ |
148.6 |
|
|
|
|
|
|
|
|
|
|
|
Schedule of Future Principal Payments on Long Term Debt |
Future principal
payments on long-term debt are as follows:
|
|
|
|
|
|
|
(in millions) |
|
2013
|
|
$ |
1.0 |
|
2014
|
|
|
0.2 |
|
2015
|
|
|
206.8 |
|
2016
|
|
|
0.1 |
|
2017
|
|
|
0.1 |
|
Thereafter
|
|
|
0.6 |
|
|
|
|
|
|
|
|
$ |
208.8 |
|
|
|
|
|
|
|
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Tabular disclosure of information pertaining to short-term and long-debt instruments or arrangements, including but not limited to identification of terms, features, collateral requirements and other information necessary to a fair presentation.
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v2.4.0.6
CONSOLIDATED BALANCE SHEETS (USD $) In Millions, unless otherwise specified
|
Dec. 31, 2012
|
Dec. 31, 2011
|
Current assets |
|
|
Cash and cash equivalents |
$ 53.9 |
$ 30.7 |
Accounts receivable, less allowance for doubtful accounts of $5.7 in 2012 and $4.6 in 2011 |
187.2 |
195.3 |
Inventories |
130.8 |
112.6 |
Prepaid expenses and other current assets |
22.3 |
44.1 |
Total current assets |
394.2 |
382.7 |
Property, plant and equipment |
185.5 |
164.2 |
Goodwill |
220.4 |
201.2 |
Other intangible assets |
222.5 |
195.7 |
Investment in GST |
236.9 |
236.9 |
Deferred income taxes and income tax receivable |
78.0 |
42.5 |
Other assets |
33.4 |
28.9 |
Total assets |
1,370.9 |
1,252.1 |
Current liabilities |
|
|
Short-term borrowings |
10.1 |
9.9 |
Notes payable to GST |
10.7 |
10.2 |
Current maturities of long-term debt |
1.0 |
1.6 |
Accounts payable |
83.9 |
83.9 |
Accrued expenses |
121.8 |
119.5 |
Total current liabilities |
227.5 |
225.1 |
Long-term debt |
184.3 |
148.6 |
Notes payable to GST |
237.4 |
227.2 |
Pension liability |
112.7 |
108.7 |
Other liabilities |
61.9 |
48.4 |
Total liabilities |
823.8 |
758.0 |
Commitments and contingencies |
|
|
Shareholders' equity |
|
|
Common stock - $.01 par value; 100,000,000 shares authorized; issued 20,904,857 shares at December 31, 2012 and 20,779,237 shares at December 31, 2011 |
0.2 |
0.2 |
Additional paid-in capital |
425.4 |
418.1 |
Retained earnings |
145.9 |
104.9 |
Accumulated other comprehensive loss |
(23.0) |
(27.7) |
Common stock held in treasury, at cost - 204,382 shares at December 31, 2012 and 206,306 shares at December 31, 2011 |
(1.4) |
(1.4) |
Total shareholders' equity |
547.1 |
494.1 |
Total liabilities and shareholders' equity |
$ 1,370.9 |
$ 1,252.1 |
X |
- Definition
Carrying amount as of the balance sheet date, net of allowance for doubtful accounts, of account and note receivables due from other than related parties.
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v2.4.0.6
Discontinued Operations
|
12 Months Ended |
Dec. 31, 2012
|
Discontinued Operations |
3. |
|
Discontinued
Operations |
During the
fourth quarter of 2009, we announced our plans to sell the Quincy
Compressor business (“Quincy”) that had been reported
within the Engineered Products segment. Accordingly, we have
reported, for all periods presented, the financial condition,
results of operations and cash flows of Quincy as a discontinued
operation in the accompanying consolidated financial
statements.
On March 1,
2010, we completed the sale of Quincy, other than the equity
interests in Kunshan Q-Tech Air Systems Technologies Ltd.,
Quincy’s operation in China (“Q-Tech”). The sale
of the equity interests in Q-Tech was completed during the second
quarter of 2010. The purchase price for the assets and equity
interests sold was $189.1 million in cash. The purchaser also
assumed certain liabilities of Quincy. The sale resulted in a gain
of $147.8 million ($92.5 million, net of tax).
For the year
ended December 31, 2010, results of operations from Quincy
during the period owned by EnPro were as follows (in
millions):
|
|
|
|
|
Sales
|
|
$ |
23.3 |
|
|
|
|
|
|
|
|
Income from discontinued
operations
|
|
$ |
2.6 |
|
Income tax
expense
|
|
|
(1.0 |
) |
|
|
|
|
|
Income from discontinued
operations, before gain from disposal
|
|
|
1.6 |
|
Gain from disposal of
discontinued operations, net of tax
|
|
|
92.5 |
|
|
|
|
|
|
Income from discontinued
operations, net of taxes
|
|
$ |
94.1 |
|
|
|
|
|
|
|
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- Definition
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v2.4.0.6
Garlock Sealing Technologies LLC and Garrison Litigation Management Group, Ltd. - Schedule of Condensed Combined Statements of Comprehensive Income (Detail) (USD $) In Millions, unless otherwise specified
|
3 Months Ended |
12 Months Ended |
Dec. 31, 2012
|
Sep. 30, 2012
|
Jun. 30, 2012
|
Mar. 31, 2012
|
Dec. 31, 2011
|
Sep. 30, 2011
|
Jun. 30, 2011
|
Mar. 31, 2011
|
Dec. 31, 2012
|
Dec. 31, 2011
|
Dec. 31, 2010
|
Other Items Net Interest And Other Financial Income [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
Net sales |
$ 279.3 |
$ 291.7 |
$ 301.7 |
$ 311.5 |
$ 271.4 |
$ 300.8 |
$ 263.7 |
$ 269.6 |
$ 1,184.2 |
$ 1,105.5 |
$ 865.0 |
Cost of sales |
|
|
|
|
|
|
|
|
784.1 |
726.5 |
541.0 |
Gross profit |
91.1 |
98.8 |
103.0 |
107.2 |
88.9 |
96.8 |
99.3 |
94.0 |
400.1 |
379.0 |
324.0 |
Selling, general and administrative |
|
|
|
|
|
|
|
|
286.1 |
275.0 |
242.9 |
Asbestos-related |
|
|
|
|
|
|
|
|
|
|
23.3 |
Other |
|
|
|
|
|
|
|
|
6.5 |
2.3 |
3.4 |
Operating expenses, total |
|
|
|
|
|
|
|
|
292.6 |
277.3 |
269.6 |
Operating income |
|
|
|
|
|
|
|
|
107.5 |
101.7 |
54.4 |
Interest income, net |
|
|
|
|
|
|
|
|
(42.8) |
(39.6) |
(25.9) |
Income from continuing operations before income taxes |
|
|
|
|
|
|
|
|
63.5 |
65.0 |
82.6 |
Income tax expense |
|
|
|
|
|
|
|
|
(22.5) |
(20.8) |
(21.3) |
Net income |
5.7 |
11.3 |
10.2 |
13.8 |
2.6 |
14.2 |
12.2 |
15.2 |
41.0 |
44.2 |
155.4 |
Comprehensive income |
|
|
|
|
|
|
|
|
45.7 |
10.9 |
156.2 |
Garlock Sealing Technologies [Member]
|
|
|
|
|
|
|
|
|
|
|
|
Other Items Net Interest And Other Financial Income [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
Net sales |
|
|
|
|
|
|
|
|
240.1 |
236.1 |
198.3 |
Cost of sales |
|
|
|
|
|
|
|
|
145.3 |
144.7 |
122.5 |
Gross profit |
|
|
|
|
|
|
|
|
94.8 |
91.4 |
75.8 |
Selling, general and administrative |
|
|
|
|
|
|
|
|
45.1 |
45.4 |
44.6 |
Asbestos-related |
|
|
|
|
|
|
|
|
(1.6) |
2.7 |
24.4 |
Other |
|
|
|
|
|
|
|
|
1.7 |
0.8 |
0.1 |
Operating expenses, total |
|
|
|
|
|
|
|
|
45.2 |
48.9 |
69.1 |
Operating income |
|
|
|
|
|
|
|
|
49.6 |
42.5 |
6.7 |
Interest income, net |
|
|
|
|
|
|
|
|
27.9 |
26.8 |
25.5 |
Income before reorganization expenses and income taxes |
|
|
|
|
|
|
|
|
77.5 |
69.3 |
32.2 |
Reorganization expenses |
|
|
|
|
|
|
|
|
(31.4) |
(17.0) |
(9.0) |
Income from continuing operations before income taxes |
|
|
|
|
|
|
|
|
46.1 |
52.3 |
23.2 |
Income tax expense |
|
|
|
|
|
|
|
|
(16.3) |
(19.6) |
(8.2) |
Net income |
|
|
|
|
|
|
|
|
29.8 |
32.7 |
15.0 |
Comprehensive income |
|
|
|
|
|
|
|
|
$ 30.4 |
$ 31.6 |
$ 19.0 |
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v2.4.0.6
Goodwill and Other Intangible Assets - Schedule of Identifiable Intangible Assets (Detail) (USD $) In Millions, unless otherwise specified
|
Dec. 31, 2012
|
Dec. 31, 2011
|
Finite-Lived Intangible Assets [Line Items] |
|
|
Amortized, Accumulated Amortization |
$ 114.5 |
$ 89.4 |
Amortized, Gross Carrying Amount |
300.6 |
259.0 |
Amortized, Accumulated Amortization |
114.5 |
89.4 |
Total, Gross Carrying Amount |
337.0 |
285.1 |
Customer relationships [Member]
|
|
|
Finite-Lived Intangible Assets [Line Items] |
|
|
Amortized, Accumulated Amortization |
70.7 |
54.4 |
Amortized, Gross Carrying Amount |
190.0 |
166.9 |
Amortized, Accumulated Amortization |
70.7 |
54.4 |
Existing technology [Member]
|
|
|
Finite-Lived Intangible Assets [Line Items] |
|
|
Amortized, Accumulated Amortization |
13.3 |
10.6 |
Amortized, Gross Carrying Amount |
53.8 |
34.7 |
Amortized, Accumulated Amortization |
13.3 |
10.6 |
Trademarks [Member]
|
|
|
Finite-Lived Intangible Assets [Line Items] |
|
|
Amortized, Accumulated Amortization |
14.8 |
12.2 |
Amortized, Gross Carrying Amount |
33.2 |
33.1 |
Amortized, Accumulated Amortization |
14.8 |
12.2 |
Indefinite-Lived, Gross Carrying Amount |
36.4 |
26.1 |
Other [Member]
|
|
|
Finite-Lived Intangible Assets [Line Items] |
|
|
Amortized, Accumulated Amortization |
15.7 |
12.2 |
Amortized, Gross Carrying Amount |
23.6 |
24.3 |
Amortized, Accumulated Amortization |
$ 15.7 |
$ 12.2 |
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v2.4.0.6
Subsequent Event
|
12 Months Ended |
Dec. 31, 2012
|
Subsequent Event |
In January 2013,
the United States Congress passed the American Taxpayer Relief Act
of 2012 which retroactively extended various tax provisions
applicable to the Company. As a result, we expect that our income
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benefit which will significantly reduce our effective tax rate for
the quarter and to a lesser extent the annual effective tax rate
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|
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v2.4.0.6
Goodwill and Other Intangible Assets (Tables)
|
12 Months Ended |
Dec. 31, 2012
|
Schedule of Changes in Net Carrying Value of Goodwill by Reportable Segment |
The changes in
the net carrying value of goodwill by reportable segment for the
years ended December 31, 2012 and 2011 are as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sealing
Products |
|
|
Engineered
Products |
|
|
Engine
Products
and
Services |
|
|
Total |
|
|
|
(in
millions) |
|
Gross goodwill as of
December 31, 2010
|
|
$ |
93.5 |
|
|
$ |
148.0 |
|
|
$ |
7.1 |
|
|
$ |
248.6 |
|
Accumulated impairment
losses
|
|
|
(27.8 |
) |
|
|
(108.7 |
) |
|
|
— |
|
|
|
(136.5 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Goodwill as of
December 31, 2010
|
|
|
65.7 |
|
|
|
39.3 |
|
|
|
7.1 |
|
|
|
112.1 |
|
|
|
|
|
|
Foreign currency
translation
|
|
|
(0.7 |
) |
|
|
(0.7 |
) |
|
|
— |
|
|
|
(1.4 |
) |
Acquisitions
|
|
|
71.3 |
|
|
|
19.2 |
|
|
|
— |
|
|
|
90.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross goodwill as of
December 31, 2011
|
|
|
164.1 |
|
|
|
166.5 |
|
|
|
7.1 |
|
|
|
337.7 |
|
Accumulated impairment
losses
|
|
|
(27.8 |
) |
|
|
(108.7 |
) |
|
|
— |
|
|
|
(136.5 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Goodwill as of
December 31, 2011
|
|
|
136.3 |
|
|
|
57.8 |
|
|
|
7.1 |
|
|
|
201.2 |
|
|
|
|
|
|
Foreign currency
translation
|
|
|
0.6 |
|
|
|
1.8 |
|
|
|
— |
|
|
|
2.4 |
|
Acquisitions
|
|
|
15.9 |
|
|
|
0.9 |
|
|
|
— |
|
|
|
16.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross goodwill as of
December 31, 2012
|
|
|
180.6 |
|
|
|
169.2 |
|
|
|
7.1 |
|
|
|
356.9 |
|
Accumulated impairment
losses
|
|
|
(27.8 |
) |
|
|
(108.7 |
) |
|
|
— |
|
|
|
(136.5 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Goodwill as of
December 31, 2012
|
|
$ |
152.8 |
|
|
$ |
60.5 |
|
|
$ |
7.1 |
|
|
$ |
220.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Schedule of Identifiable Intangible Assets |
Identifiable
intangible assets are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31,
2012 |
|
|
As of December 31,
2011 |
|
|
|
Gross
Carrying
Amount |
|
|
Accumulated
Amortization |
|
|
Gross
Carrying
Amount |
|
|
Accumulated
Amortization |
|
|
|
(in
millions) |
|
Amortized:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Customer
relationships
|
|
$ |
190.0 |
|
|
$ |
70.7 |
|
|
$ |
166.9 |
|
|
$ |
54.4 |
|
Existing
technology
|
|
|
53.8 |
|
|
|
13.3 |
|
|
|
34.7 |
|
|
|
10.6 |
|
Trademarks
|
|
|
33.2 |
|
|
|
14.8 |
|
|
|
33.1 |
|
|
|
12.2 |
|
Other
|
|
|
23.6 |
|
|
|
15.7 |
|
|
|
24.3 |
|
|
|
12.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
300.6 |
|
|
|
114.5 |
|
|
|
259.0 |
|
|
|
89.4 |
|
Indefinite-Lived:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trademarks
|
|
|
36.4 |
|
|
|
— |
|
|
|
26.1 |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
337.0 |
|
|
$ |
114.5 |
|
|
$ |
285.1 |
|
|
$ |
89.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Schedule of Estimated Amortization Expense of Intangible Assets |
The estimated
amortization expense for those intangible assets for the next five
years is as follows (in millions):
|
|
|
|
|
2013
|
|
$ |
24.1 |
|
2014
|
|
$ |
23.0 |
|
2015
|
|
$ |
21.4 |
|
2016
|
|
$ |
18.8 |
|
2017
|
|
$ |
17.5 |
|
|
X |
- Definition
Schedule Of Finite Lived And Indefinite Lived Intangible Assets
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- Definition
Tabular disclosure of goodwill by reportable segment and in total which includes a rollforward schedule.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 142
-Paragraph 45
-Subparagraph c
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.
Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 142
-Paragraph 47
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.
Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=14024403&loc=d3e13854-109267
Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=14024403&loc=d3e13816-109267
Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 142
-Paragraph 45
-Subparagraph e
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.
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v2.4.0.6
Fair Value Measurements
|
12 Months Ended |
Dec. 31, 2012
|
Fair Value Measurements |
13. |
|
Fair Value
Measurements |
Assets and
liabilities measured at fair value on a recurring basis are
summarized as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurements
as of
December 31, 2012 |
|
|
|
Total |
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
|
(in
millions) |
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash equivalents:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
European government money
market
|
|
$ |
21.9 |
|
|
$ |
21.9 |
|
|
$ |
— |
|
|
$ |
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
21.9 |
|
|
|
21.9 |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Guaranteed investment
contract
|
|
|
2.6 |
|
|
|
— |
|
|
|
2.6 |
|
|
|
— |
|
Foreign currency
derivatives
|
|
|
0.4 |
|
|
|
— |
|
|
|
0.4 |
|
|
|
— |
|
Deferred compensation
assets
|
|
|
4.5 |
|
|
|
4.5 |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
29.4 |
|
|
$ |
26.4 |
|
|
$ |
3.0 |
|
|
$ |
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred compensation
liabilities
|
|
$ |
6.5 |
|
|
$ |
6.5 |
|
|
$ |
— |
|
|
$ |
— |
|
Foreign currency
derivatives
|
|
|
0.9 |
|
|
|
— |
|
|
|
0.9 |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
7.4 |
|
|
$ |
6.5 |
|
|
$ |
0.9 |
|
|
$ |
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurements
as of
December 31, 2011 |
|
|
|
Total |
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
|
(in
millions) |
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash equivalents:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
European government money
market
|
|
$ |
13.0 |
|
|
$ |
13.0 |
|
|
$ |
— |
|
|
$ |
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13.0 |
|
|
|
13.0 |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Guaranteed investment
contract
|
|
|
2.5 |
|
|
|
— |
|
|
|
2.5 |
|
|
|
— |
|
Foreign currency
derivatives
|
|
|
1.2 |
|
|
|
— |
|
|
|
1.2 |
|
|
|
— |
|
Deferred compensation
assets
|
|
|
3.3 |
|
|
|
3.3 |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
20.0 |
|
|
$ |
16.3 |
|
|
$ |
3.7 |
|
|
$ |
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred compensation
liabilities
|
|
$ |
5.2 |
|
|
$ |
5.2 |
|
|
$ |
— |
|
|
$ |
— |
|
Foreign currency
derivatives
|
|
|
2.1 |
|
|
|
— |
|
|
|
2.1 |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
7.3 |
|
|
$ |
5.2 |
|
|
$ |
2.1 |
|
|
$ |
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Our cash
equivalents and deferred compensation assets and liabilities are
classified within Level 1 of the fair value hierarchy because they
are valued using quoted market prices. The fair value for the
guaranteed investment contract is based on quoted market prices for
outstanding bonds of the insurance company issuing the contract.
The fair values for foreign currency derivatives are based on
quoted market prices from various banks for similar
instruments.
The carrying
values of our significant financial instruments reflected in the
Consolidated Balance Sheets approximate their respective fair
values, except for the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
2012 |
|
|
December 31,
2011 |
|
|
|
Carrying
Value |
|
|
Fair
Value |
|
|
Carrying
Value |
|
|
Fair
Value |
|
|
|
(in
millions) |
|
Long-term debt
|
|
$ |
185.3 |
|
|
$ |
261.6 |
|
|
$ |
150.2 |
|
|
$ |
217.4 |
|
Notes payable to
GST
|
|
$ |
248.1 |
|
|
$ |
268.2 |
|
|
$ |
237.4 |
|
|
$ |
239.8 |
|
The fair values
for long-term debt are based on quoted market prices, but this
would be considered a Level 2 computation because the market is not
active. The Notes payable to GST computation would be considered
Level 2 since it is based on rates available to us for debt with
similar terms and maturities.
|
X |
- Definition
The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 825
-SubTopic 10
-Section 50
-Paragraph 16
-URI http://asc.fasb.org/extlink&oid=7491637&loc=d3e13504-108611
Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 107
-Paragraph 15C, 15D
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.
Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 133
-Paragraph 44A, 44B
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.
Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 107
-Paragraph 15A
-Subparagraph a-d
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.
Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 107
-Paragraph 3, 10, 14, 15
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.
Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 825
-SubTopic 10
-Section 50
-Paragraph 10
-URI http://asc.fasb.org/extlink&oid=7491637&loc=d3e13433-108611
Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 159
-Paragraph 17-22, 27, 28
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.
Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 825
-SubTopic 10
-Section 50
-Paragraph 21
-URI http://asc.fasb.org/extlink&oid=7491637&loc=d3e13537-108611
Reference 9: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 107
-Paragraph 15B
-Subparagraph a, b
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.
Reference 10: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 157
-Paragraph 32, 33, 34
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.
Reference 11: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 820
-SubTopic 10
-Section 50
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=7578670&loc=d3e19207-110258
Reference 12: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 825
-SubTopic 10
-Section 50
-Paragraph 28
-URI http://asc.fasb.org/extlink&oid=6957238&loc=d3e14064-108612
Reference 13: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 825
-SubTopic 10
-Section 50
-Paragraph 30
-URI http://asc.fasb.org/extlink&oid=6957238&loc=d3e14172-108612
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v2.4.0.6
Business Segment Information - Schedule of Segment Operating Results and Other Financial Data (Detail) (USD $) In Millions, unless otherwise specified
|
3 Months Ended |
12 Months Ended |
Dec. 31, 2012
|
Sep. 30, 2012
|
Jun. 30, 2012
|
Mar. 31, 2012
|
Dec. 31, 2011
|
Sep. 30, 2011
|
Jun. 30, 2011
|
Mar. 31, 2011
|
Dec. 31, 2012
|
Dec. 31, 2011
|
Dec. 31, 2010
|
Segment Reporting Information [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
Intersegment sales |
|
|
|
|
|
|
|
|
$ (2.5) |
$ (1.9) |
$ (1.1) |
Total product segment sales |
279.3 |
291.7 |
301.7 |
311.5 |
271.4 |
300.8 |
263.7 |
269.6 |
1,184.2 |
1,105.5 |
865.0 |
Asbestos-related expenses |
|
|
|
|
|
|
|
|
|
|
(23.3) |
Segment profit |
|
|
|
|
|
|
|
|
107.5 |
101.7 |
54.4 |
Gain on deconsolidation of GST |
|
|
|
|
|
|
|
|
|
|
54.1 |
Interest expense, net |
|
|
|
|
|
|
|
|
(42.8) |
(39.6) |
(25.9) |
Other expense, net |
|
|
|
|
|
|
|
|
(1.2) |
2.9 |
|
Income from continuing operations before income taxes |
|
|
|
|
|
|
|
|
63.5 |
65.0 |
82.6 |
Sealing Products [Member]
|
|
|
|
|
|
|
|
|
|
|
|
Segment Reporting Information [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
Total product segment sales |
|
|
|
|
|
|
|
|
609.1 |
534.9 |
397.6 |
Segment profit |
|
|
|
|
|
|
|
|
88.8 |
81.2 |
70.3 |
Engineered Products [Member]
|
|
|
|
|
|
|
|
|
|
|
|
Segment Reporting Information [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
Total product segment sales |
|
|
|
|
|
|
|
|
363.0 |
386.7 |
302.5 |
Segment profit |
|
|
|
|
|
|
|
|
20.5 |
29.2 |
16.3 |
Engine Products And Services [Member]
|
|
|
|
|
|
|
|
|
|
|
|
Segment Reporting Information [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
Total product segment sales |
|
|
|
|
|
|
|
|
214.6 |
185.8 |
166.0 |
Segment profit |
|
|
|
|
|
|
|
|
39.2 |
30.6 |
35.5 |
Operating Segments [Member]
|
|
|
|
|
|
|
|
|
|
|
|
Segment Reporting Information [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
Total product segment sales |
|
|
|
|
|
|
|
|
1,186.7 |
1,107.4 |
866.1 |
Segment profit |
|
|
|
|
|
|
|
|
148.5 |
141.0 |
122.1 |
Corporate and Other [Member]
|
|
|
|
|
|
|
|
|
|
|
|
Segment Reporting Information [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
Segment profit |
|
|
|
|
|
|
|
|
(32.3) |
(32.6) |
(36.7) |
Other expense, net |
|
|
|
|
|
|
|
|
$ (9.9) |
$ (3.8) |
$ (7.7) |
X |
- Definition
The amount of the gain (loss) recognized by the parent and included in its attributable portion of net income for the period due to deconsolidation of a subsidiary or derecognition of a group of assets. The gain (loss) recognized and included in the net income attributable to the parent for the period is generally computed as the difference between: (a) the aggregate of: (1) the fair value of any consideration received; (2) the fair value of any retained noncontrolling investment in the former subsidiary at the date the subsidiary was deconsolidated; and (3) the carrying amount of any noncontrolling interest in the former subsidiary (including any accumulated other comprehensive income attributable to the noncontrolling interest) at the date the subsidiary was deconsolidated and (b) the carrying amount of the former subsidiary's assets and liabilities.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 810
-SubTopic 10
-Section 50
-Paragraph 1B
-Subparagraph (a)
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-Name Accounting Research Bulletin (ARB)
-Number 51
-Paragraph 39
-Subparagraph a
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.
Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher AICPA
-Name Accounting Research Bulletin (ARB)
-Number 51
-Paragraph 36
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.
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- Definition
Amount of interest revenue (income derived from investments in debt securities and on cash and cash equivalents) net of interest expense (cost of borrowed funds accounted for as interest).
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+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
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-Name Regulation S-X (SX)
-Number 210
-Section 03
-Paragraph 9
-Article 5
Reference 2: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Amount of revenue from transactions with other operating segments of the same entity.
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-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 131
-Paragraph 27
-Subparagraph b
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.
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Total revenue from sale of goods and services rendered during the reporting period, in the normal course of business, reduced by sales returns and allowances, and sales discounts.
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-Paragraph 2
-Subparagraph (SX 210.5-03.1)
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