Supplemental Guarantor Financial Information

In September 2014, we completed the offering of the Senior Notes and in March 2017 we completed the offering of the Additional Notes. The Senior Notes and the Additional Notes are fully and unconditionally guaranteed on an unsecured, unsubordinated, joint and several basis by our existing and future wholly owned direct and indirect domestic subsidiaries, that are each guarantors of our Revolving Credit Facility (collectively, the “Guarantor Subsidiaries”). Our subsidiaries organized outside of the United States, (collectively, the “Non-Guarantor Subsidiaries”) do not guarantee the Senior Notes or the Additional Notes. A Guarantor Subsidiary's guarantee is subject to release in certain circumstances, including (i) the sale, disposition, exchange or other transfer (including through merger, consolidation, amalgamation or otherwise) of the capital stock of the subsidiary made in a manner not in violation of the indenture governing the Senior Notes and the Additional Notes; (ii) the designation of the subsidiary as an “Unrestricted Subsidiary” under the indenture governing the Senior Notes and the Additional Notes; (iii) the legal defeasance or covenant defeasance of the Senior Notes and the Additional Notes in accordance with the terms of the indenture; or (iv) the subsidiary ceasing to be our subsidiary as a result of any foreclosure of any pledge or security interest securing our Revolving Credit Facility or other exercise of remedies in respect thereof.

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

ENPRO INDUSTRIES, INC.

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS (UNAUDITED)

Quarter Ended June 30, 2018

(in millions)



				Guarantor			Non-guarantor
	Parent			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	274.3		$	160.9		$	(41.6	)	$	393.6
Cost of sales	—			214.3			105.1			(41.6		)	277.8
Gross profit	—			60.0			55.8			—			115.8
Operating expenses:
Selling, general and administrative	11.3			46.4			31.7			—			89.4
Other	—			4.1			0.2			—			4.3
Total operating expenses	11.3			50.5			31.9			—			93.7
Operating income (loss)	(11.3		)	9.5			23.9			—			22.1
Interest expense, net	(5.5		)	(1.5		)	(0.1		)	—			(7.1		)
Other expense	—			(1.0		)	(0.2		)	—			(1.2		)
Income (loss) before income taxes	(16.8		)	7.0			23.6			—			13.8
Income tax benefit (expense)	1.2			1.7			(6.8		)	—			(3.9		)
Income (loss) before equity in earnings of subsidiaries	(15.6		)	8.7			16.8			—			9.9
Equity in earnings of subsidiaries, net of tax	25.5			16.8			—			(42.3		)	—
Net income	$	9.9		$	25.5		$	16.8		$	(42.3	)	$	9.9
Comprehensive income (loss)	$	—		$	7.3		$	(2.5	)	$	(4.8	)	$	—

ENPRO INDUSTRIES, INC.

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS (UNAUDITED)

Quarter Ended June 30, 2017

(in millions)



				Guarantor			Non-guarantor
	Parent			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	214.7		$	113.1		$	(20.2	)	$	307.6
Cost of sales	—			148.7			74.5			(20.2		)	203.0
Gross profit	—			66.0			38.6			—			104.6
Operating expenses:
Selling, general and administrative	6.9			41.0			26.1			—			74.0
Other	0.3			0.7			2.1			—			3.1
Total operating expenses	7.2			41.7			28.2			—			77.1
Operating income (loss)	(7.2		)	24.3			10.4			—			27.5
Interest expense, net	(6.9		)	(8.8		)	(0.4		)	—			(16.1		)
Other expense	—			(0.2		)	—			—			(0.2		)
Income (loss) before income taxes	(14.1		)	15.3			10.0			—			11.2
Income tax benefit (expense)	5.5			(5.9		)	(1.8		)	—			(2.2		)
Income (loss) before equity in earnings of subsidiaries	(8.6		)	9.4			8.2			—			9.0
Equity in earnings of subsidiaries, net of tax	17.6			8.2			—			(25.8		)	—
Net income	$	9.0		$	17.6		$	8.2		$	(25.8	)	$	9.0
Comprehensive income	$	19.7		$	28.3		$	17.9		$	(46.2	)	$	19.7

ENPRO INDUSTRIES, INC.

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS (UNAUDITED)

Six Months Ended June 30, 2018

(in millions)



				Guarantor			Non-guarantor
	Parent			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	531.6		$	311.8		$	(81.0	)	$	762.4
Cost of sales	—			399.8			202.7			(81.0		)	521.5
Gross profit	—			131.8			109.1			—			240.9
Operating expenses:
Selling, general and administrative	23.4			95.6			62.5			—			181.5
Other	0.1			4.7			0.5			—			5.3
Total operating expenses	23.5			100.3			63.0			—			186.8
Operating income (loss)	(23.5		)	31.5			46.1			—			54.1
Interest income (expense), net	(12.2		)	(3.1		)	0.4			—			(14.9		)
Other expense	—			(0.4		)	(0.2		)	—			(0.6		)
Income (loss) before income taxes	(35.7		)	28.0			46.3			—			38.6
Income tax benefit (expense)	7.6			(10.2		)	(13.5		)	—			(16.1		)
Income (loss) before equity in earnings of subsidiaries	(28.1		)	17.8			32.8			—			22.5
Equity in earnings of subsidiaries, net of tax	50.6			32.8			—			(83.4		)	—
Net income	$	22.5		$	50.6		$	32.8		$	(83.4	)	$	22.5
Comprehensive income	$	22.4		$	44.5		$	24.6		$	(69.1	)	$	22.4

ENPRO INDUSTRIES, INC.

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS (UNAUDITED)

Six Months Ended June 30, 2017

(in millions)



				Guarantor			Non-guarantor
	Parent			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	419.1		$	225.2		$	(40.9	)	$	603.4
Cost of sales	—			292.2			145.8			(40.9		)	397.1
Gross profit	—			126.9			79.4			—			206.3
Operating expenses:
Selling, general and administrative	14.0			80.9			51.8			—			146.7
Other	0.7			1.0			2.7			—			4.4
Total operating expenses	14.7			81.9			54.5			—			151.1
Operating income (loss)	(14.7		)	45.0			24.9			—			55.2
Interest expense, net	(11.7		)	(18.5		)	(0.7		)	—			(30.9		)
Other expense	—			(3.6		)	(0.1		)	—			(3.7		)
Income (loss) before income taxes	(26.4		)	22.9			24.1			—			20.6
Income tax benefit (expense)	10.0			(9.4		)	(5.8		)	—			(5.2		)
Income (loss) before equity in earnings of subsidiaries	(16.4		)	13.5			18.3			—			15.4
Equity in earnings of subsidiaries, net of tax	31.8			18.3			—			(50.1		)	—
Net income	$	15.4		$	31.8		$	18.3		$	(50.1	)	$	15.4
Comprehensive income	$	30.8		$	47.2		$	31.6		$	(78.8	)	$	30.8

ENPRO INDUSTRIES, INC.

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS (UNAUDITED)

Six Months Ended June 30, 2018

(in millions)



				Guarantor			Non-guarantor
	Parent			Subsidiaries			Subsidiaries			Eliminations			Consolidated
NET CASH PROVIDED BY OPERATING ACTIVITIES	$	64.6		$	131.4		$	27.6		$	(114.0	)	$	109.6
INVESTING ACTIVITIES
Purchases of property, plant and equipment	—			(22.9		)	(5.2		)	—			(28.1		)
Payments for capitalized internal-use software	—			(1.8		)	(0.2		)	—			(2.0		)
Proceeds from sale of property, plant, and equipment	—			25.9			0.4			—			26.3
Net cash provided by (used in) investing activities	—			1.2			(5.0		)	—			(3.8		)
FINANCING ACTIVITIES
Net payments on loans between subsidiaries	0.6			(0.3		)	(0.3		)	—			—
Intercompany dividends	—			—			(114.0		)	114.0			—
Proceeds from debt	—			358.6			—			—			358.6
Repayments of debt	—			(489.7		)	—			—			(489.7		)
Repurchase of common stock	(49.5		)	—			—			—			(49.5		)
Dividends paid	(10.3		)	—			—			—			(10.3		)
Other	(5.4		)	(1.2		)	—			—			(6.6		)
Net cash used in financing activities	(64.6		)	(132.6		)	(114.3		)	114.0			(197.5		)
Effect of exchange rate changes on cash and cash equivalents	—			—			(4.2		)	—			(4.2		)
Net decrease in cash and cash equivalents	—			—			(95.9		)	—			(95.9		)
Cash and cash equivalents at beginning of period	—			—			189.3			—			189.3
Cash and cash equivalents at end of period	$	—		$	—		$	93.4		$	—		$	93.4

ENPRO INDUSTRIES, INC.

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS (UNAUDITED)

Six Months Ended June 30, 2017

(in millions)



				Guarantor			Non-guarantor
	Parent			Subsidiaries			Subsidiaries			Eliminations			Consolidated
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES	$	(12.0	)	$	18.7		$	21.4		$	(0.1	)	$	28.0
INVESTING ACTIVITIES
Purchases of property, plant and equipment	—			(11.2		)	(4.0		)	—			(15.2		)
Payments for capitalized internal-use software	—			(1.9		)	—			—			(1.9		)
Deconsolidation of OldCo	—			(4.8		)	—			—			(4.8		)
Acquisitions, net of cash acquired	—			(39.7		)	—			—			(39.7		)
Other	—			—			0.3			—			0.3
Net cash used in investing activities	—			(57.6		)	(3.7		)	—			(61.3		)
FINANCING ACTIVITIES
Net payments on loans between subsidiaries	(116.8		)	120.1			(3.3		)	—			—
Intercompany dividends	—			—			(0.1		)	0.1			—
Proceeds from debt	151.5			196.6			3.5			—			351.6
Repayments of debt	—			(278.6		)	(1.0		)	—			(279.6		)
Repurchase of common stock	(9.8		)	—			—			—			(9.8		)
Dividends paid	(9.6		)	—			—			—			(9.6		)
Other	(3.3		)	—			—			—			(3.3		)
Net cash provided by (used in) financing activities	12.0			38.1			(0.9		)	0.1			49.3
Effect of exchange rate changes on cash and cash equivalents	—			—			4.6			—			4.6
Net increase (decrease) in cash and cash equivalents	—			(0.8		)	21.4			—			20.6
Cash and cash equivalents at beginning of period	—			0.8			110.7			—			111.5
Cash and cash equivalents at end of period	$	—		$	—		$	132.1		$	—		$	132.1

ENPRO INDUSTRIES, INC.

CONDENSED CONSOLIDATING BALANCE SHEETS (UNAUDITED)

As of June 30, 2018

(in millions)



			Guarantor		Non-guarantor
	Parent		Subsidiaries		Subsidiaries		Eliminations			Consolidated
ASSETS
Current assets
Cash and cash equivalents	$	—	$	—	$	93.4	$	—		$	93.4
Accounts receivable, net	—		196.8		93.6		—			290.4
Intercompany receivables	—		23.1		10.0		(33.1		)	—
Inventories	—		148.4		72.7		—			221.1
Income tax receivable	43.7		1.0		—		(8.0		)	36.7
Prepaid expenses and other current assets	4.9		20.2		11.7		—			36.8
Total current assets	48.6		389.5		281.4		(41.1		)	678.4
Property, plant and equipment, net	—		206.8		86.7		—			293.5
Goodwill	—		261.0		73.2		—			334.2
Other intangible assets, net	—		253.2		58.4		—			311.6
Intercompany receivables	—		23.2		0.6		(23.8		)	—
Investment in subsidiaries	1,297.9		372.2		—		(1,670.1		)	—
Other assets	21.4		73.9		10.2		(4.0		)	101.5
Total assets	$	1,367.9	$	1,579.8	$	510.5	$	(1,739.0	)	$	1,719.2
LIABILITIES AND EQUITY
Current liabilities
Current maturities of long-term debt	$	—	$	0.2	$	—	$	—		$	0.2
Accounts payable	3.7		92.6		38.2		—			134.5
Intercompany payables	—		10.0		23.1		(33.1		)	—
Accrued expenses	15.1		72.0		43.0		(8.0		)	122.1
Total current liabilities	18.8		174.8		104.3		(41.1		)	256.8
Long-term debt	444.8		43.0		—		—			487.8
Intercompany payables	23.5		—		0.3		(23.8		)	—
Other liabilities	16.1		64.1		33.7		(4.0		)	109.9
Total liabilities	503.2		281.9		138.3		(68.9		)	854.5
Shareholders’ equity	864.7		1,297.9		372.2		(1,670.1		)	864.7
Total liabilities and equity	$	1,367.9	$	1,579.8	$	510.5	$	(1,739.0	)	$	1,719.2

ENPRO INDUSTRIES, INC.

CONDENSED CONSOLIDATING BALANCE SHEETS (UNAUDITED)

As of December 31, 2017

(in millions)



			Guarantor		Non-guarantor
	Parent		Subsidiaries		Subsidiaries		Eliminations			Consolidated
ASSETS
Current assets
Cash and cash equivalents	$	—	$	—	$	189.3	$	—		$	189.3
Accounts receivable, net	—		180.1		81.6		—			261.7
Intercompany receivables	—		24.0		6.7		(30.7		)	—
Inventories	—		135.4		68.7		—			204.1
Income tax receivable	132.3		1.3		2.0		(22.4		)	113.2
Prepaid expenses and other current assets	4.3		26.5		20.5		—			51.3
Total current assets	136.6		367.3		368.8		(53.1		)	819.6
Property, plant and equipment, net	—		206.8		90.1		—			296.9
Goodwill	—		261.0		75.1		—			336.1
Other intangible assets, net	—		284.2		62.8		—			347.0
Intercompany receivables	—		22.9		—		(22.9		)	—
Investment in subsidiaries	1,261.3		460.1		—		(1,721.4		)	—
Other assets	12.8		59.3		14.4		—			86.5
Total assets	$	1,410.7	$	1,661.6	$	611.2	$	(1,797.4	)	$	1,886.1
LIABILITIES AND EQUITY
Current liabilities
Current maturities of long-term debt	—		0.2		—		—			0.2
Accounts payable	2.3		82.5		45.9		—			130.7
Intercompany payables	—		6.7		24.0		(30.7		)	—
Accrued expenses	22.8		90.1		46.7		(22.4		)	137.2
Total current liabilities	25.1		179.5		116.6		(53.1		)	268.1
Long-term debt	444.2		174.1		—		—			618.3
Intercompany payables	22.9		—		—		(22.9		)	—
Other liabilities	15.7		46.7		34.5		—			96.9
Total liabilities	507.9		400.3		151.1		(76.0		)	983.3
Shareholders’ equity	902.8		1,261.3		460.1		(1,721.4		)	902.8
Total liabilities and equity	$	1,410.7	$	1,661.6	$	611.2	$	(1,797.4	)	$	1,886.1