baird 2016 industrial conference

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1 1 2016 Baird Global Industrial Conference EnPro Industries, Inc. Presented by Steve Macadam, CEP & President November 9, 2016

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Page 1: Baird 2016 Industrial Conference

1 1

2016 Baird Global Industrial Conference

EnPro Industries, Inc.

Presented by Steve Macadam, CEP & President November 9, 2016

Page 2: Baird 2016 Industrial Conference

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Forward-Looking Statements

Statements in presentation that express a belief, expectation or intention, as well as those that are not historical fact, are forward-looking statements under the Private Securities Litigation Reform Act of 1995. They involve a number of risks and uncertainties that may cause actual events and results to differ materially from such forward-looking statements. These risks and uncertainties include, but are not limited to: general economic conditions in the markets served by our businesses, some of which are cyclical and experience periodic downturns; the effect of changes in currency exchange rates, expected volumes of purchases of parts denominated in euros used for engines to be sold in U.S. dollars; prices and availability of raw materials; and the amount of any payments required to satisfy contingent liabilities related to discontinued operations of our predecessors, including liabilities for certain products, environmental matters, employee benefit obligations and other matters. In addition, adverse developments could arise in regard to voluntary petitions filed by certain of our subsidiaries in U.S. Bankruptcy Court to establish a trust that would resolve all current and future asbestos claims. Our filings with the Securities and Exchange Commission, including the Form 10-K for the year ended December 31, 2015 and Form 10-Q for the quarter ended March 31, 2016, describe these and other risks and uncertainties in more detail. We do not undertake to update any forward-looking statement made in this presentation to reflect any change in management's expectations or any change in the assumptions or circumstances on which such statements are based. We own a number of direct and indirect subsidiaries and, from time to time, we may refer collectively to EnPro and one or more of our subsidiaries as “we” or to the businesses, assets, debts or affairs of EnPro or a subsidiary as “ours.” These and similar references are for convenience only and should not be construed to change the fact that EnPro and each subsidiary is an independent entity with separate management, operations, obligations and affairs. This presentation also contains certain non-GAAP financial measures as defined by the Securities Exchange Commission. A reconciliation of these measures to the most directly comparable GAAP equivalents is included as an appendix to this presentation. We will also be referencing certain pro forma unaudited condensed consolidated financials. Please refer to our earnings releases for important information regarding how pro forma financial information is derived, as well as related risks and uncertainties.

Page 3: Baird 2016 Industrial Conference

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EnPro Industries Snapshot

Pro Forma Sales(1)

Pro Forma Adjusted EBITDA & Margin(2)

$ in millions

$ in millions

$1,378 $1,338 $1,404 $1,371 $1,379

2012A 2013A 2014A 2015A LTM Q3'16

$225 $216 $208 $200 $196

16.3% 16.2% 14.8% 14.6% 14.2%

2012A 2013A 2014A 2015A LTM Q3'16

Key EnPro Highlights: • NYSE Stock Ticker: NPO • Market Cap: ~$1.2 billion • Shares Outstanding: ~21.4 million • Dividend: $0.84/share • Dividend Yield: ~1.6% • # of Employees: ~6,000 • History:

― Founded June 1, 2002 ― Spin-off from Goodrich Corp. ― Several brands >100 years old

EnPro Segments: • Reports in 3 Segments

― Sealing Products ― Engineered Products ― Power Systems

• Garlock Sealing Technologies (GST) ― Deconsolidated business ― Chapter 11 bankruptcy protection from asbestos-

related claims ― A profitable business

(1) See appendix for reconciliations. (2) Represents pro forma adjusted EBITDA per reconciliations in appendix.

Page 4: Baird 2016 Industrial Conference

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Critical and Demanding Applications

Critical Nature of Products Leads to Significant Commercial and Strategic Advantages.

Demanding operating environments such as…

• Extreme performance requirements • Highly corrosive • Extreme temperature and/or pressure • Very long life

…where the quality and reliability of products are critical

• Nuclear reactor pressure vessel seals • Aircraft engine & landing gear seals and bearings • Petroleum/chemical refinery process sealing • Class 8 truck wheel ends & brakes • Semiconductor fab plant clean rooms

Target Applications

High level of customer loyalty

Significant switching costs & barriers to entry

Product & market characteristics provide granular pricing opportunities

Significant conversion value-add

Commercial & Strategic Advantages

Mid to upper teens segment EBITDA expectations

Upper teens segment operating ROIC

Limited sales churn

Financial Impact

1 2

3

Page 5: Baird 2016 Industrial Conference

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Leading Brands Drive Recurring Business

Core Brands Select Supporting Brands Flagship Products

• Gylon • Klozure • Lubrikup

• Pikotek • PSI • Gar-Seal

• PTFE-based gasket material for high pressure, high temperature applications

• Pro-Torq • STEMCO Duroline

• STEMCO Kaiser • Aeris • Class 8 truck wheel-end seals, bearings and accessories

• Helicoflex • Cefil‘Air • Origraf

• Bio-Guardian • Feltmetal

• Spring energized seals, advanced polymer seals, abradable seals, and edge welded bellows seals

• DU • DX

• DP-4 • GAR-MAX

• Metal and polymer-backed, self-lubricating plain bearings

• Hi-Flo • Twin Ring • Valvealert • High flow valves, piston and rider rings, and monitoring

devices

• FM/Alco • FM OP Engines

• FM-MAN • Colt-Pielstick

• Medium-speed diesel engines for marine and stationary power applications

Page 6: Baird 2016 Industrial Conference

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Highly Diversified Business Leads to Stable Cash Flows

59% 21%

8%

5% 4% 3%

United States

Europe

Asia Pacific

Canada Latin America

Other

(1) FCF defined as pro forma adjusted EBITDA less pro forma capital expenditures. (2) Refer to appendix for reconciliations.

Pro Forma Free Cash Flow(1)(2)

$ in millions

$177 $166

$147 $147 $144

2012A 2013A 2014A 2015A LTM Q3'16

Diversified Geographic and End Market Mix Leads to Stable Cash Flow Generation.

2015 Pro Forma Sales by Market

2015 Pro Forma Sales by Geography

23%

15%

12% 11%

8%

7% 6%

6% 4%

4% 4% Medium/Heavy-Duty Truck

General Industrial

Oil & Gas Defense

Power Generation

Chemical & Material Processing

Automotive

Other Industry

Food & Pharma Aerospace

Electronics & Semiconductors

Avg. = $156

Page 7: Baird 2016 Industrial Conference

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Overview of EnPro

Sealing Products(1) Engineered Products(1) Power Systems(1)

Pro Forma Sales:

$227.9

Pro Forma Segment Profit:

$27.5

Pro Forma

Segment Profit Margin:

12.1%

Pro Forma Sales:

$284.4

Pro Forma Segment Profit:

$8.5

Pro Forma

Segment Profit Margin:

3.0%

Pro Forma Sales:

$870.8

Pro Forma Segment Profit:

$107.9

Pro Forma

Segment Profit Margin:

12.4%

• Gaskets & Packing • Oil Seals • Pipeline Insulating

Products

• High Performance Metal Seals

• Brush Seals • Bellows • Turbine Hot Gas Path

Section Components • Polymer Products

• Wheel End • Suspension • Brake Products • Intelligent

Transportation Systems

• Plain Bearings • Bushing Blocks • Bearing

Assemblies

• Sealing Components, Valves, and Lubrication Systems for Reciprocating Compressors

• Medium-Speed Diesel Engines

• Parts & Service • Systems Packager

Products:

• General Industry • Oil & Gas • Basic Materials • Chemical Processing • Power Generation • Water

• Electronics & Semiconductors

• Aerospace • Power Generation • General Industry • Oil & Gas • Food & Beverage

• Class 8 Heavy Duty Truck

• Medium Duty Vocational Truck

• Auto • Construction &

Agriculture • Fluid Power • General Industry

• Oil & Gas • Compressors • Services • Chemical Processing • Other Industries

• Commercial • Government

Markets:

(1) Financial information based on pro forma TTM results as of Q3 2016; pro forma sales and pro forma segment profit reconciliations located in appendix.

$ in millions

Page 8: Baird 2016 Industrial Conference

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Sealing Products

Pro Forma Sales & Pro Forma Segment Profit Margin(1)

$ in millions

2015 Pro Forma Sales Mix As % of Pro Forma Sales

$801 $811 $844 $868 $871

15.8% 17.5% 14.4% 12.9% 12.4%

2012A 2013A 2014A 2015A LTM Q3'16

57%

43%

Aftermarket

63% 14%

9%

6% 6% 2%

Sales by Channel Sales by Geography

OEM

United States

Europe

Asia Pacific

Latin America

Canada Other

Secular Market Trends: • Aging global infrastructure of pipelines • Low oil and gas prices driving demand for

petro-chem • Stable durable goods shipments by trucking • Global growth of distributed power • Growth in global aerospace production

Organic Growth Strategies: • Leverage commercial synergies from

acquisitions • New product development

― Food & pharma sealing ― Aerospace applications and sub-systems ― Aeris mileage and safety systems

Inorganic Growth Strategies: • Increase size of addressable market • Gain scale in sanitary sealing markets • Grow presence in aerospace and industrial

turbine

(1) See appendix for pro forma sales and pro forma segment profit reconciliations.

Page 9: Baird 2016 Industrial Conference

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Engineered Products

$ in millions

2015 Pro Forma Sales Mix As % of Pro Forma Sales

64%

36%

OEM

50%

28%

8%

6% 4% 4%

Sales by Channel Sales by Geography

Aftermarket

Europe

United States

Asia Pacific

Canada

Latin America Other

$365 $358 $360

$299 $284

6.2% 5.6% 8.0%

2.5% 3.0%

2012A 2013A 2014A 2015A LTM Q3'16

Secular Market Trends: • Industrial activity in Europe and North

America: slow growth • Automotive markets have been steady • Low oil and gas prices affecting demand for

compressor parts

Organic Growth Strategies: • Focus on core refinery and petro-chem

markets at CPI • Convert more of U.S. industrial market to

plain bearings • Leverage global manufacturing and service

presence

Strategic Focus: • Right size for demand levels • Improve operational performance • Tightly manage SG&A costs

(1) See appendix for pro forma sales and pro forma segment profit reconciliations.

Pro Forma Sales & Pro Forma Segment Profit Margin(1)

Page 10: Baird 2016 Industrial Conference

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Power Systems

$ in millions

2015 Pro Forma Sales Mix As % of Pro Forma Sales

62%

38%

Aftermarket 88%

8% 4%

Sales by Channel Sales by Geography

OEM

United States

Europe Other

$215

$172 $203 $207

$228

18.6%

9.0% 14.6% 13.4% 12.1%

2012A 2013A 2014A 2015A LTM Q3'16

Secular Market Trends: • Global growth of distributed power • Marine defense spending at steady level

Organic Growth Strategies: • Leverage MAN commercial agreement for

engines • Expand commercial service offerings • Service & upgrade installed engines globally • New product development

― OP 2.0 engine development ― Backup power for nuclear sites

Inorganic Growth Strategies: • Expand in commercial product and service

offerings • Build channel to market for OP 2.0

(1) See appendix for pro forma sales and pro forma segment profit reconciliations.

Pro Forma Sales & Pro Forma Segment Profit Margin(1)

Page 11: Baird 2016 Industrial Conference

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Capital Allocation

Capital Allocation Priorities Basic Principles & Characteristics Representative

Examples

Sustaining & Maintenance Capex

• Smallish investments (~$50k – $250k) with a high level of flexibility on timing

• Generally additional payout in efficiency and uptime

$30-$35M (Annual)

• Cell automation • CNC and other machine upgrade/

replacement

Long-Term R&D & Growth

• Medium size ($500k – $1M) to develop new products, serve new platforms or enter new markets

• Selective large size ($1M+) multi-year, major new product platforms

$10-$15M (Annual)

• Friction plant construction • FM’s OP2.0 • Stemco’s new product development • TG’s HD seals

Inorganic Investments

• Bolt-on/tuck-in acquisitions to enhance core growth strategies focused in Sealing Products and Power Systems

$75-$100M (Annual)

• Fabrico (Technetics) • ATD (Stemco) • Veyance (Stemco) • Rubber Fab (Garlock)

Competitive Dividend Policy

• Reward shareholders and broaden investor pool $18-$20M (Annual)

• Recently increased quarterly dividend to $0.21 per share

Share Repurchase • Return surplus cash to shareholders and achieve optimal balance sheet capacity of ~2x EBITDA

$50M (Current Program)

• $80M share repurchase program in early 2015

Page 12: Baird 2016 Industrial Conference

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Understanding the Asbestos Claims Resolution Process (ACRP)

ACRP Summary Background ACRP Settlement Agreement

GST sought protection from asbestos claims on June 5, 2010 via voluntary bankruptcy protection

• Fully operational wholly-owned subsidiary of EnPro • Deconsolidated from EnPro financial results

Court also enjoined affiliate asbestos claims • Preserved remaining common insurance for GST • Protects EnPro and other EnPro businesses during case

Liability estimate was volatile • Assumptions challenged by tort system abuses,

concealment of 524g trust claims on other companies • Insurance was diminishing

Presiding judge endorsed GST’s liability estimate on January 10, 2014

• Scientific evidence showed product did not contribute to asbestos-related diseases

• $125M versus claimants’ estimates of $970M - $1.26B for mesothelioma liability

• Sets path to permanent resolution of asbestos claims

Settlement Agreement reached March 17, 2016

Comprehensive settlement • Resolves claims against GST, its affiliates and Coltec;

protecting all of EnPro

Plan follows 524(g) safe harbor provision of asbestos bankruptcy law

• Proven path to resolution performed by previous asbestos bankruptcies

• Preserves equity in GST for Coltec • Significantly reduces appellate risk

Total plan valued at $295M (PV, after-tax) • Provides premium over court’s $125M estimate for current

and future mesothelioma claims and administrative costs • GST and Coltec (EnPro’s sub) have the means to fund the

Trust

Page 13: Baird 2016 Industrial Conference

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ACRP Path Toward Reconsolidation

Next Steps and Path toward Reconsolidation

# Activity 2016 2017

Status Q2 Q3 Q4 Q1 Q2 Q3 Q4

1 Parties file all plan documents including plan and disclosure statement. Complete

2 Court hears motion to approve disclosure statement & claimant solicitation process; issues approval. Complete

3 Solicitation begins for GST & Coltec claimants. Complete

4 4-month notice period ends. Votes are tabulated and certified within a month thereafter. On-Track

5 Assuming successful vote, Coltec reorganization accomplished (operating businesses moved outside of Coltec corp. family; Coltec merges into newly formed “OldCo”. On-Track

6 OldCo files the claimant-approved prepackaged chapter 11 & Bankruptcy Court agrees to jointly administer the cases. On-Track

7 Bankruptcy Court holds confirmation hearing for all debtors (GST, Garrison & OldCo); issues positive confirmation decision shortly thereafter, assuming no objection. On-Track

8 District Court affirms BC decision; issues confirmation orders & 524(g) channeling injunction, directing all current and future claims to Trust, assuming no objection. On-Track

9 Confirmation orders become final 30 days later, assuming no appeal. On-Track

10 Plan of Reorganization is consummated & becomes effective; GST and OldCo reconsolidated into EnPro. On-Track

We continue to progress on the ACRP timeline towards plan confirmation and reconsolidation.

Page 14: Baird 2016 Industrial Conference

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Net Debt & Liquidity Summary(1)

(1) Does not include expected tax benefits from funding asbestos claims trust as contemplated in the terms of the consensual comprehensive settlement. Including the NPV of the assumed tax benefits (see footnote on slide 15 for assumptions), the adjusted net debt-to-LTM pro forma adjusted EBITDA multiple would be approximately ~1.7x.

$ millions NPO GST Consolidation

and Plan Adjustments

Pro Forma Consolidation

after Plan Adjustments

Third-Party Debt 462.6 - 135.5 598.1

Intercompany Debt 323.7 - (323.7) -

Asbestos Liability 110.0 388.6* (418.6)* 80.0

A Debt Components 896.3 678.1

Asbestos Insurance Receivable - 62.0 - 62.0

Cash and Investments 114.8 295.8 (281.5) 129.1

B Cash and Equivalents 114.8 191.1

C = (A – B) Net Debt 781.5 487.0

D LTM Adjusted EBITDA 159.1 196.3

E = (C / D) Leverage Ratio 4.9x 2.5x

* Includes $1.6 million of pre petition unsecured claims against GST, assumed to be reflected in accounts payable after the effective date.

Page 15: Baird 2016 Industrial Conference

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NPO Valuation Considerations

Internal Valuation Summary: • On a pro forma basis, taking into account

ACRP settlement plan and reconsolidation of GST, EnPro trades at ~7.7x

• Peer average is ~11.7x

Peer Enterprise Value/TTM EBITDA Multiples

7.7x

7.8x

9.2x

10.1x

11.0x

11.1x

11.1x

11.1x

11.6x

12.3x

12.5x

12.6x

13.0x

13.3x

14.2x

15.4x

EnPro (Pro Forma)

Regal Beloit

Crane

Barnes Group

Curtiss-Wright

Colfax

TriMas

Actuant

EnPro (NPO)

Mueller Water

CLARCOR

CIRCOR

Graco

Woodward

IDEX

Nordson

$ in millions

Market Cap (as of 10.21.16) $1,169

Pro Forma Net Debt (Per Slide 14) $487

(A) Enterprise Value $1,656

(B) Estimated Trust Funding Tax Benefits (NPV) $154

Adjusted Enterprise Value (A - B) $1,502

Pro Forma TTM EBITDA $196

Pro Forma EV/TTM EBITDA 7.7x

Peer Average: 11.7x

(1) Peer EV/TTM EBITDA multiples per CapitalIQ as of 10/26/16. Peer average EV/TTM EBITDA multiple excludes NPO and EnPro (Pro Forma) from calculation. TTM = “Trailing Twelve Months”. (2) Estimated Trust Funding Tax Benefit of $154 million assumes that 1/3 of benefit will be realized based on two-year carryback and 2/3 will be realized equally over four years. Detailed tax evaluation underway.

Page 16: Baird 2016 Industrial Conference

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Why Invest in EnPro?

Critical Nature of Products Leads to Commercial

& Strategic Advantages Leading Brands

Drive a Portfolio of Attractive,

Recurring Business

Highly Diversified

Business Leads to Stable Cash

Flows

Growth Focus Includes

Multiple Levers

Disciplined Investment

Strategy

Favorable ACRP Developments

Attractive Share Price Relative to

Peers

Page 17: Baird 2016 Industrial Conference

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Appendix

Page 18: Baird 2016 Industrial Conference

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EnPro Adjusted EBITDA & FCF Reconciliation

($ in millions) 2012 2013 2014 2015 LTM Q3’16

Net Income $41.0 $27.4 $22.0 $(20.9) $(30.6)

Plus:

Interest Expense, net 42.8 44.3 44.1 52.1 54.5

Income Tax Expense (Benefit) 22.5 8.4 10.6 2.3 (25.6)

Depreciation and Amortization 55.5 56.6 57.5 58.1 57.5

Restructuring Costs 5.0 6.7 2.3 6.6 13.1

Environmental Reserve Adjustment 1.2 6.3 4.5 1.4 5.7

Asbestos-Related Expenses - - 30.0 - 80.0

Goodwill and Intangible Impairment - - - 47.0 -

Loss on Debt Exchange - - 10.0 2.8 -

Gain on Sale of Business - - (27.7) - -

Other 4.2 5.1 3.0 7.0 4.8

Adjusted EBITDA $172.2 $154.8 $156.3 $156.4 $159.4

Less: Capital Expenditures(1)(2) (40.9) (39.9) (54.7) (47.2) (45.1)*

Free Cash Flow(3) $131.3 $114.9 $101.6 $109.2 $114.3

(1) Includes PP&E and software capex. (2) For each period, amount includes capex which EnPro had purchased during the period but for which cash payments had not yet been made. See footnote 1 in the “Notes to Consolidated Financial Statements” of the 2015 Form 10-K for reference. (3) FCF defined as adjusted EBITDA less capex.

* Equals the sum of capital expenditures and capital expenditures purchased but for which cash payments had not yet been made for the nine months ended September 30, 2016 ($29.3 million and $3.1 million, respectively) and the year ended December 31, 2015 ($42.6 million and $4.6 million, respectively) less capital expenditures and capital expenditures purchased but for which cash payments had not yet been made for the nine months ended September 30, 2015 ($31.0 million and $3.6 million, respectively). Numbers may not sum to total amount presented due to rounding.

Page 19: Baird 2016 Industrial Conference

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GST Adjusted EBITDA & FCF Reconciliation

($ in millions) 2012 2013 2014 2015 LTM Q3’16

Net Income $29.8 $21.4 $113.8 26.4 $(7.0)

Plus:

Interest Income, net (27.9) (29.7) (31.0) (32.1) (33.7)

Income Tax Expense (Benefit) 16.3 18.7 72.9 16.2 (2.2)

Depreciation and Amortization 5.6 6.0 6.4 7.2 6.9

Restructuring Costs 1.1 0.4 1.5 0.3 0.2

Environmental Reserve Adjustment - - - - -

Asbestos-Related Expenses 29.8 46.9 (110.7) 26.2 74.0

Goodwill and Intangible Impairment - - - - -

Loss on Debt Exchange - - - - -

Gain on Sale of Business - - - - -

Other (1.6) (2.3) (0.9) (1.1) (1.3)

Adjusted EBITDA $53.1 $61.4 $52.0 $43.1 $36.9

Less: Capital Expenditures(1) (7.1) (9.9) (7.0) (5.3) (6.9)*

Free Cash Flow(2) $46.0 $51.5 $45.0 $37.8 $30.0

* Equals the sum of capital expenditures for the nine months ended September 30, 2016 and the year ended December 31, 2015 ($5.2 million and $5.3 million, respectively) less capital expenditures for the nine months ended September 30, 2015 ($3.7 million). Numbers may not sum to total amount presented due to rounding.

(1) Includes PP&E and software capex. (2) FCF defined as adjusted EBITDA less capex.

Page 20: Baird 2016 Industrial Conference

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GST Adjusted EBITDA & FCF Reconciliation

($ in millions) 2012 2013 2014 2015 LTM Q3’16

Adjusted EBITDA

Enpro $172.2 $154.8 $156.3 $156.4 $159.4

GST 53.1 61.4 52.0 43.1 36.9

Pro Forma Adjusted EBITDA(1) $225.3 $216.2 $208.3 $199.5 $196.3

Capex

Enpro $40.9 $39.9 $54.7 $47.2 $45.1

GST 7.1 9.9 7.0 5.3 6.9

Pro Forma Capex(2) $48.0 $49.8 $61.7 $52.5 $52.0

Pro Forma FCF(3) $177.3 $166.4 $146.6 $147.0 $144.3

(1) See adjusted EBITDA reconciliations for EnPro and GST in appendix. (2) “Pro Forma Capex” defined as sum of total EnPro capex and total GST capex. (3) “Pro Forma FCF” defined as pro forma adjusted EBITDA less pro forma capex.

Page 21: Baird 2016 Industrial Conference

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Reconciliation of Net Sales to Pro Forma Net Sales

Sealing Products 2012 2013 2014 2015 LTM Q3’16 Net Sales $609.1 $622.9 $664.3 $705.6 $718.0 Adjustments:

Sales of Unconsolidated Entities 230.4 232.7 230.3 210.4 196.5 Intercompany Sales (38.3) (44.2) (50.3) (47.6) (43.7)

Pro Forma Net Sales $801.2 $811.4 $844.3 $868.4 $870.8

Engineered Products 2012 2013 2014 2015 LTM Q3’16 Net Sales $363.0 $356.4 $357.6 $297.8 $283.5 Adjustments:

Sales of Unconsolidated Entities 5.3 4.8 4.5 3.0 2.5 Intercompany Sales (3.3) (3.3) (2.4) (1.7) (1.6)

Pro Forma Net Sales $365.0 $357.9 $359.7 $299.1 $284.4

Power Systems 2012 2013 2014 2015 LTM Q3’16 Net Sales $214.6 167.6 $200.1 $204.6 $224.6 Adjustments:

Sales of Unconsolidated Entities 4.4 7.3 5.8 4.2 4.3 Intercompany Sales (4.3) (3.2) (2.9) (1.8) (1.0)

Pro Forma Net Sales $214.7 $171.7 $203.0 $207.0 $227.9

EnPro 2012 2013 2014 2015 LTM Q3’16 Net Sales $1,184.2 $1,144.2 $1,219.3 $1,204.4 $1,222.7 Adjustments:

Sales of Unconsolidated Entities 240.1 244.8 240.6 217.6 203.3 Intercompany Sales (46.3) (50.9) (55.8) (51.4) (46.8)

Pro Forma Net Sales $1,378.0 $1,338.1 $1,404.1 $1,370.6 $1,379.2

Page 22: Baird 2016 Industrial Conference

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Reconciliation of Segment Profit to Pro Forma Segment Profit

Sealing Products 2012 2013 2014 2015 LTM Q3’16 Segment Profit $88.8 $97.1 $85.6 $84.3 $85.0 Adjustments:

Segment Profit of Unconsolidated Entities 44.4 51.5 42.5 34.6 29.5 Pro Forma D&A Adjustments (6.6) (6.6) (6.6) (6.6) (6.6)

Pro Forma Segment Profit $126.6 $142.0 $121.5 $112.3 $107.9 Pro Forma Segment Profit Margin % 15.8% 17.5% 14.4% 12.9% 12.4%

Engineered Products 2012 2013 2014 2015 LTM Q3’16 Segment Profit $20.5 $17.6 $26.8 $6.4 $7.9 Adjustments:

Segment Profit of Unconsolidated Entities 2.0 2.4 1.9 1.0 0.6 Pro Forma D&A Adjustments - - - - -

Pro Forma Segment Profit $22.5 $20.0 $28.7 $7.4 $8.5 Pro Forma Segment Profit Margin % 6.2% 5.6% 8.0% 2.5% 3.0%

Power Systems 2012 2013 2014 2015 LTM Q3’16 Segment Profit $39.2 $14.0 $28.5 $27.1 $26.5 Adjustments:

Segment Profit of Unconsolidated Entities 0.8 1.5 1.1 0.7 1.0 Pro Forma D&A Adjustments - - - - -

Pro Forma Segment Profit $40.0 $15.5 $29.6 $27.8 $27.5 Pro Forma Segment Profit Margin % 18.6% 9.0% 14.6% 13.4% 12.1%

Page 23: Baird 2016 Industrial Conference

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Calculation of Trailing Twelve Months (TTM) Pro Forma Adjusted EBITDA

($ in millions) Consolidated Net Income

(Loss)

Consolidated Adjusted EBITDA

Pro Forma Adjusted EBITDA

Plus:

Nine Months Ended September 30, 2016(1) $(37.2) $116.6 $145.0

Year Ended December 31, 2015(2) (20.9) 156.4 199.5

Less:

Nine Months Ended September 30, 2015(1) (27.5) 113.6 148.2

TTM Ended September 30, 2016 $(30.6) $159.4 $196.3

(1) For reconciliations of consolidated net income to consolidated adjusted EBITDA and to pro forma net income, and of pro forma net income to pro forma adjusted EBITDA for the nine months ended September 30, 2016 and 2015, please refer to our third quarter 2016 earnings release dated November 2, 2016 and available at our website.

(2) As previously reported and reconciled - for reconciliations of consolidated net income to consolidated adjusted EBITDA and to pro forma net income and of pro forma net income to pro forma adjusted EBITDA for the year ended December 31, 2015, please refer to our fourth quarter 2015 earnings release dated February 25, 2016 and available at our website. Note that 2015 consolidated and pro forma adjusted EBITDA for this period have been updated to include $0.3 million of previously excluded costs associated with acquisition earnout accrual adjustments in the fourth quarter of 2015, to conform with the current quarter's basis of presentation.

Page 24: Baird 2016 Industrial Conference

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Calculation of Trailing Twelve Months (TTM) Pro Forma Segment Sales

($ in millions) Consolidated Net Sales

Sales of Unconsolidated

Entities

Intercompany Sales

Pro Forma Net Sales

Plus:

Nine Months Ended September 30, 2016(1) 532.6 146.0 (31.1) 647.5

Year Ended December 31, 2015 705.6 210.4 (47.6) 868.4

Less:

Nine Months Ended September 30, 2015(1) 520.2 159.9 (35.0) 645.1

TTM Ended September 30, 2016 718.0 196.5 (43.7) 870.8

(1) Information from our third quarter 2016 earnings release dated November 2, 2016 and available at our website.

($ in millions) Consolidated Net Sales

Sales of Unconsolidated

Entities

Intercompany Sales

Pro Forma Net Sales

Plus:

Nine Months Ended September 30, 2016(1) 213.5 2.0 (1.3) 214.2

Year Ended December 31, 2015 297.8 3.0 (1.7) 299.1

Less:

Nine Months Ended September 30, 2015(1) 227.8 2.5 (1.4) 228.9

TTM Ended September 30, 2016 283.5 2.5 (1.6) 284.4

($ in millions) Consolidated Net Sales

Sales of Unconsolidated

Entities

Intercompany Sales

Pro Forma Net Sales

Plus:

Nine Months Ended September 30, 2016(1) 157.2 2.9 (0.8) 159.3

Year Ended December 31, 2015 204.6 4.2 (1.8) 207.0

Less:

Nine Months Ended September 30, 2015(1) 137.2 2.8 (1.6) 138.4

TTM Ended September 30, 2016 224.6 4.3 (1.0) 227.9

($ in millions) Consolidated Net Sales

Sales of Unconsolidated

Entities

Intercompany Sales

Pro Forma Net Sales

Plus:

Nine Months Ended September 30, 2016(1) 900.8 150.9 (33.6) 1,018.1

Year Ended December 31, 2015 1,204.4 217.6 (51.4) 1,370.6

Less:

Nine Months Ended September 30, 2015(1) 882.5 165.2 (38.2) 1,009.5

TTM Ended September 30, 2016 1,222.7 203.3 (46.8) 1,379.2

Sealing Products Engineered Products

Power Systems EnPro

Page 25: Baird 2016 Industrial Conference

25 25

Calculation of Trailing Twelve Months (TTM) Pro Forma Segment Profit

($ in millions) Segment Profit

Segment Profit of Unconsolidated

Entities

Pro Forma D&A Adjustments

Pro Forma Segment

Profit

Plus:

Nine Months Ended September 30, 2016(1) 62.4 22.8 (5.0) 80.2

Year Ended December 31, 2015 84.3 34.6 (6.6) 112.3

Less:

Nine Months Ended September 30, 2015(1) 61.7 27.9 (5.0) 84.6

TTM Ended September 30, 2016 85.0 29.5 (6.6) 107.9

(1) Information from our third quarter 2016 earnings release dated November 2, 2016 and available at our website.

($ in millions) Segment Profit

Segment Profit of Unconsolidated

Entities

Pro Forma D&A Adjustments

Pro Forma Segment

Profit

Plus:

Nine Months Ended September 30, 2016(1) 10.4 0.5 - 10.9

Year Ended December 31, 2015 6.4 1.0 - 7.4

Less:

Nine Months Ended September 30, 2015(1) 8.9 0.9 - 9.8

TTM Ended September 30, 2016 7.9 0.6 - 8.5

($ in millions) Segment Profit

Segment Profit of Unconsolidated

Entities

Pro Forma D&A Adjustments

Pro Forma Segment

Profit

Plus:

Nine Months Ended September 30, 2016(1) 15.5 0.7 - 16.2

Year Ended December 31, 2015 27.1 0.7 - 27.8

Less:

Nine Months Ended September 30, 2015(1) 16.1 0.4 - 16.5

TTM Ended September 30, 2016 26.5 1.0 - 27.5

Sealing Products Engineered Products

Power Systems