[10-Q] Enpro Inc. Quarterly Earnings Report
Filing Impact
Filing Sentiment
Form Type
10-Q
Forrester Research, Inc. (FORR) — Form 4 insider filing
Chief Research Officer Sharyn Leaver reported the 8/1/25 vesting of a 2021 Restricted Stock Unit (RSU) award. The vesting converted 826 RSUs into common shares at a $0 exercise price (transaction code M). To cover payroll-tax obligations, 237 shares were automatically withheld by the company (transaction code F) at an implied price of $10.94 per share. Net of withholding, Leaver’s direct beneficial ownership rose by 589 shares to 18,609 shares.
The RSU grant originally comprised 3,305 units that vest in four equal tranches each 1 Aug. The reported transaction represents the fourth and final tranche. No open-market purchase or sale occurred; all shares were acquired through equity compensation and the withholding was non-discretionary.
This is a routine executive equity-plan settlement and does not alter the company’s fundamentals, capital structure, or public float in a material way.
Forrester Research, Inc. (FORR) — Comunicazione interna Form 4
La Chief Research Officer Sharyn Leaver ha segnalato la maturazione, avvenuta il 1/8/25, di un premio di Restricted Stock Unit (RSU) del 2021. La maturazione ha convertito 826 RSU in azioni ordinarie con un prezzo di esercizio di $0 (codice transazione M). Per coprire le imposte sul reddito da lavoro, 237 azioni sono state trattenute automaticamente dalla società (codice transazione F) a un prezzo implicito di $10,94 per azione. Al netto delle trattenute, la proprietà diretta di Leaver è aumentata di 589 azioni, raggiungendo un totale di 18.609 azioni.
Il premio RSU originariamente comprendeva 3.305 unità, che maturano in quattro tranche uguali ogni 1° agosto. La transazione segnalata rappresenta la quarta e ultima tranche. Non si è verificato alcun acquisto o vendita sul mercato aperto; tutte le azioni sono state acquisite tramite compensi azionari e la trattenuta è stata obbligatoria.
Si tratta di una normale liquidazione di un piano azionario esecutivo e non modifica in modo significativo i fondamentali della società, la struttura del capitale o il flottante pubblico.
Forrester Research, Inc. (FORR) — Presentación interna Formulario 4
La Directora de Investigación Sharyn Leaver informó sobre la consolidación el 1/8/25 de una adjudicación de Unidades de Acciones Restringidas (RSU) de 2021. La consolidación convirtió 826 RSU en acciones comunes con un precio de ejercicio de $0 (código de transacción M). Para cubrir obligaciones fiscales por nómina, la empresa retuvo automáticamente 237 acciones (código de transacción F) a un precio implícito de $10.94 por acción. Después de la retención, la propiedad directa de Leaver aumentó en 589 acciones, alcanzando un total de 18,609 acciones.
La concesión original de RSU constaba de 3,305 unidades que se consolidan en cuatro tramos iguales cada 1 de agosto. La transacción reportada corresponde al cuarto y último tramo. No hubo compra ni venta en el mercado abierto; todas las acciones se adquirieron mediante compensación en acciones y la retención fue obligatoria.
Este es un acuerdo rutinario de un plan de acciones ejecutivas y no altera de manera significativa los fundamentos de la empresa, la estructura de capital ni el flotante público.
Forrester Research, Inc. (FORR) — 내부자 신고서 Form 4
최고 연구 책임자 Sharyn Leaver가 2025년 8월 1일에 2021년 제한 주식 단위(RSU) 보상의 권리 확정이 이루어졌음을 보고했습니다. 권리 확정으로 826 RSU가 행사 가격 $0로 보통주로 전환되었습니다(거래 코드 M). 급여세 납부를 위해 회사는 237주를 자동으로 원천징수했으며(거래 코드 F), 주당 암시 가격은 $10.94였습니다. 원천징수 후 Leaver의 직접 소유 주식은 589주 증가하여 총 18,609주가 되었습니다.
이 RSU 보상은 원래 3,305 단위로 구성되어 있으며 매년 8월 1일에 네 번에 걸쳐 동일하게 권리 확정됩니다. 보고된 거래는 네 번째이자 마지막 권리 확정분입니다. 공개 시장에서의 매매는 없었으며, 모든 주식은 주식 보상으로 취득되었고 원천징수는 비재량적이었습니다.
이는 일상적인 임원 주식 계획 정산으로 회사의 기본 사항, 자본 구조 또는 공개 유통 주식에 실질적인 변화를 주지 않습니다.
Forrester Research, Inc. (FORR) — Déclaration d'initié Formulaire 4
La Directrice de la Recherche Sharyn Leaver a signalé la levée des restrictions le 1/8/25 d'une attribution d'unités d'actions restreintes (RSU) de 2021. La levée a converti 826 RSU en actions ordinaires à un prix d'exercice de 0 $ (code transaction M). Pour couvrir les obligations fiscales sur la paie, 237 actions ont été automatiquement retenues par la société (code transaction F) à un prix implicite de 10,94 $ par action. Après retenue, la propriété directe de Leaver a augmenté de 589 actions pour atteindre 18 609 actions.
La subvention RSU comprenait initialement 3 305 unités qui se libèrent en quatre tranches égales chaque 1er août. La transaction rapportée correspond à la quatrième et dernière tranche. Aucun achat ou vente sur le marché libre n'a eu lieu ; toutes les actions ont été acquises par le biais d'une rémunération en actions et la retenue était obligatoire.
Il s'agit d'un règlement courant d'un plan d'actions pour dirigeants et cela ne modifie pas de manière significative les fondamentaux, la structure du capital ou le flottant public de la société.
Forrester Research, Inc. (FORR) — Insider-Meldung Form 4
Chief Research Officer Sharyn Leaver meldete die Vesting am 1.8.25 einer Restricted Stock Unit (RSU) aus 2021. Das Vesting wandelte 826 RSUs zu Stammaktien mit einem Ausübungspreis von $0 um (Transaktionscode M). Zur Deckung der Lohnsteuerverpflichtungen wurden automatisch 237 Aktien vom Unternehmen einbehalten (Transaktionscode F) zu einem impliziten Preis von $10,94 pro Aktie. Nach Abzug der Einbehaltung erhöhte sich Leavers direktes wirtschaftliches Eigentum um 589 Aktien auf 18.609 Aktien.
Der RSU-Zuteilung lagen ursprünglich 3.305 Einheiten zugrunde, die jeweils am 1. August in vier gleichen Tranchen vesten. Die gemeldete Transaktion stellt die vierte und letzte Tranche dar. Es gab keinen Kauf oder Verkauf am offenen Markt; alle Aktien wurden über Aktienvergütung erworben und die Einbehaltung war nicht freiwillig.
Dies ist eine routinemäßige Abwicklung eines Executive-Equity-Plans und ändert die Fundamentaldaten, Kapitalstruktur oder den Streubesitz des Unternehmens nicht wesentlich.
Positive
- None.
Negative
- None.
Insights
TL;DR: Routine RSU vesting; neutral signal.
The filing shows the final tranche of a 2021 RSU grant vesting for the CRO. The automatic share withholding for taxes is standard. No discretionary sale was executed, so insider sentiment cannot be inferred. The net 589-share increase is immaterial (<0.4% of her holdings) and has no meaningful impact on FORR’s share count or governance profile. From a stewardship angle, the cadence of annual RSU vesting aligns with typical tech-sector pay practices and suggests retention incentives remain intact.
Forrester Research, Inc. (FORR) — Comunicazione interna Form 4
La Chief Research Officer Sharyn Leaver ha segnalato la maturazione, avvenuta il 1/8/25, di un premio di Restricted Stock Unit (RSU) del 2021. La maturazione ha convertito 826 RSU in azioni ordinarie con un prezzo di esercizio di $0 (codice transazione M). Per coprire le imposte sul reddito da lavoro, 237 azioni sono state trattenute automaticamente dalla società (codice transazione F) a un prezzo implicito di $10,94 per azione. Al netto delle trattenute, la proprietà diretta di Leaver è aumentata di 589 azioni, raggiungendo un totale di 18.609 azioni.
Il premio RSU originariamente comprendeva 3.305 unità, che maturano in quattro tranche uguali ogni 1° agosto. La transazione segnalata rappresenta la quarta e ultima tranche. Non si è verificato alcun acquisto o vendita sul mercato aperto; tutte le azioni sono state acquisite tramite compensi azionari e la trattenuta è stata obbligatoria.
Si tratta di una normale liquidazione di un piano azionario esecutivo e non modifica in modo significativo i fondamentali della società, la struttura del capitale o il flottante pubblico.
Forrester Research, Inc. (FORR) — Presentación interna Formulario 4
La Directora de Investigación Sharyn Leaver informó sobre la consolidación el 1/8/25 de una adjudicación de Unidades de Acciones Restringidas (RSU) de 2021. La consolidación convirtió 826 RSU en acciones comunes con un precio de ejercicio de $0 (código de transacción M). Para cubrir obligaciones fiscales por nómina, la empresa retuvo automáticamente 237 acciones (código de transacción F) a un precio implícito de $10.94 por acción. Después de la retención, la propiedad directa de Leaver aumentó en 589 acciones, alcanzando un total de 18,609 acciones.
La concesión original de RSU constaba de 3,305 unidades que se consolidan en cuatro tramos iguales cada 1 de agosto. La transacción reportada corresponde al cuarto y último tramo. No hubo compra ni venta en el mercado abierto; todas las acciones se adquirieron mediante compensación en acciones y la retención fue obligatoria.
Este es un acuerdo rutinario de un plan de acciones ejecutivas y no altera de manera significativa los fundamentos de la empresa, la estructura de capital ni el flotante público.
Forrester Research, Inc. (FORR) — 내부자 신고서 Form 4
최고 연구 책임자 Sharyn Leaver가 2025년 8월 1일에 2021년 제한 주식 단위(RSU) 보상의 권리 확정이 이루어졌음을 보고했습니다. 권리 확정으로 826 RSU가 행사 가격 $0로 보통주로 전환되었습니다(거래 코드 M). 급여세 납부를 위해 회사는 237주를 자동으로 원천징수했으며(거래 코드 F), 주당 암시 가격은 $10.94였습니다. 원천징수 후 Leaver의 직접 소유 주식은 589주 증가하여 총 18,609주가 되었습니다.
이 RSU 보상은 원래 3,305 단위로 구성되어 있으며 매년 8월 1일에 네 번에 걸쳐 동일하게 권리 확정됩니다. 보고된 거래는 네 번째이자 마지막 권리 확정분입니다. 공개 시장에서의 매매는 없었으며, 모든 주식은 주식 보상으로 취득되었고 원천징수는 비재량적이었습니다.
이는 일상적인 임원 주식 계획 정산으로 회사의 기본 사항, 자본 구조 또는 공개 유통 주식에 실질적인 변화를 주지 않습니다.
Forrester Research, Inc. (FORR) — Déclaration d'initié Formulaire 4
La Directrice de la Recherche Sharyn Leaver a signalé la levée des restrictions le 1/8/25 d'une attribution d'unités d'actions restreintes (RSU) de 2021. La levée a converti 826 RSU en actions ordinaires à un prix d'exercice de 0 $ (code transaction M). Pour couvrir les obligations fiscales sur la paie, 237 actions ont été automatiquement retenues par la société (code transaction F) à un prix implicite de 10,94 $ par action. Après retenue, la propriété directe de Leaver a augmenté de 589 actions pour atteindre 18 609 actions.
La subvention RSU comprenait initialement 3 305 unités qui se libèrent en quatre tranches égales chaque 1er août. La transaction rapportée correspond à la quatrième et dernière tranche. Aucun achat ou vente sur le marché libre n'a eu lieu ; toutes les actions ont été acquises par le biais d'une rémunération en actions et la retenue était obligatoire.
Il s'agit d'un règlement courant d'un plan d'actions pour dirigeants et cela ne modifie pas de manière significative les fondamentaux, la structure du capital ou le flottant public de la société.
Forrester Research, Inc. (FORR) — Insider-Meldung Form 4
Chief Research Officer Sharyn Leaver meldete die Vesting am 1.8.25 einer Restricted Stock Unit (RSU) aus 2021. Das Vesting wandelte 826 RSUs zu Stammaktien mit einem Ausübungspreis von $0 um (Transaktionscode M). Zur Deckung der Lohnsteuerverpflichtungen wurden automatisch 237 Aktien vom Unternehmen einbehalten (Transaktionscode F) zu einem impliziten Preis von $10,94 pro Aktie. Nach Abzug der Einbehaltung erhöhte sich Leavers direktes wirtschaftliches Eigentum um 589 Aktien auf 18.609 Aktien.
Der RSU-Zuteilung lagen ursprünglich 3.305 Einheiten zugrunde, die jeweils am 1. August in vier gleichen Tranchen vesten. Die gemeldete Transaktion stellt die vierte und letzte Tranche dar. Es gab keinen Kauf oder Verkauf am offenen Markt; alle Aktien wurden über Aktienvergütung erworben und die Einbehaltung war nicht freiwillig.
Dies ist eine routinemäßige Abwicklung eines Executive-Equity-Plans und ändert die Fundamentaldaten, Kapitalstruktur oder den Streubesitz des Unternehmens nicht wesentlich.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________________________
FORM 10-Q
_________________________________________
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended June 30, 2025
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
Commission File Number 001-31225
_________________________________________
(Exact name of registrant, as specified in its charter)
_____________________________________
| (State or other jurisdiction of incorporation) | (I.R.S. Employer Identification No.) | |||||||
| (Address of principal executive offices) | (Zip Code) | |||||||
(704 ) 731-1500
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
__________________________________________
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ý No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| ☒ | Accelerated filer | ☐ | |||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | |||||||||
| Emerging growth company | |||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ý
As of July 23, 2025, there were 21,053,512 shares of common stock of the registrant outstanding, which does not include 175,178 shares of common stock held by a subsidiary of the registrant and accordingly are not entitled to be voted. There is only one class of common stock.
PART I
FINANCIAL INFORMATION
Item 1. Financial Statements
ENPRO INC.
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(in millions, except per share amounts)
| Quarters Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Net sales | $ | $ | $ | $ | |||||||||||||||||||
| Cost of sales | |||||||||||||||||||||||
| Gross profit | |||||||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
| Selling, general and administrative | |||||||||||||||||||||||
| Other | ( | ||||||||||||||||||||||
| Total operating expenses | |||||||||||||||||||||||
| Operating income | |||||||||||||||||||||||
| Interest expense | ( | ( | ( | ( | |||||||||||||||||||
| Interest income | |||||||||||||||||||||||
| Other expense | ( | ( | ( | ( | |||||||||||||||||||
| Income before income taxes | |||||||||||||||||||||||
| Income tax expense | ( | ( | ( | ( | |||||||||||||||||||
| Net income | |||||||||||||||||||||||
| Comprehensive income | $ | $ | $ | $ | |||||||||||||||||||
| Basic earnings per share | $ | $ | $ | $ | |||||||||||||||||||
| Diluted earnings per share | $ | $ | $ | $ | |||||||||||||||||||
See notes to consolidated financial statements (unaudited).
1
ENPRO INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
Six Months Ended June 30, 2025 and 2024
(in millions)
| 2025 | 2024 | ||||||||||
| OPERATING ACTIVITIES | |||||||||||
| Net income | $ | $ | |||||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
| Depreciation | |||||||||||
| Amortization | |||||||||||
| Promissory note reserve | |||||||||||
| Deferred income taxes | ( | ( | |||||||||
| Stock-based compensation | |||||||||||
| Other non-cash adjustments | |||||||||||
| Change in assets and liabilities, net of effects of acquisition: | |||||||||||
| Accounts receivable, net | ( | ( | |||||||||
| Inventories | ( | ||||||||||
| Accounts payable | ( | ||||||||||
| Other current assets and liabilities | ( | ( | |||||||||
| Other non-current assets and liabilities | ( | ||||||||||
| Net cash provided by operating activities | |||||||||||
| INVESTING ACTIVITIES | |||||||||||
| Purchases of property, plant and equipment | ( | ( | |||||||||
| Payments for capitalized internal-use software | ( | ( | |||||||||
| Acquisition, net of cash acquired | ( | ||||||||||
| Other | |||||||||||
| Net cash used in investing activities | ( | ( | |||||||||
| FINANCING ACTIVITIES | |||||||||||
| Proceeds from debt | |||||||||||
| Repayments of debt | ( | ( | |||||||||
| Purchase of non-controlling interest | ( | ||||||||||
| Debt issuance costs | ( | ||||||||||
| Dividends paid | ( | ( | |||||||||
| Other | ( | ( | |||||||||
| Net cash used in financing activities | ( | ( | |||||||||
| Effect of exchange rate changes on cash and cash equivalents | ( | ||||||||||
| Net decrease in cash and cash equivalents | ( | ( | |||||||||
| Cash and cash equivalents at beginning of period | |||||||||||
| Cash and cash equivalents at end of period | $ | $ | |||||||||
| Supplemental disclosures of cash flow information: | |||||||||||
| Cash paid during the period for: | |||||||||||
| Interest | $ | $ | |||||||||
| Income taxes, net of refunds | $ | $ | |||||||||
| Non-cash investing and financing activities: | |||||||||||
| Non-cash acquisitions of property, plant, and equipment | $ | $ | |||||||||
| Non-cash acquisitions of capitalized internal-use software | $ | $ | |||||||||
See notes to consolidated financial statements (unaudited).
2
ENPRO INC.
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(in millions, except share amounts)
| June 30, 2025 | December 31, 2024 | ||||||||||
| ASSETS | |||||||||||
| Current assets | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Accounts receivable, net | |||||||||||
| Inventories | |||||||||||
| Prepaid expenses and other current assets | |||||||||||
| Total current assets | |||||||||||
| Property, plant and equipment, net | |||||||||||
| Goodwill | |||||||||||
| Other intangible assets, net | |||||||||||
| Other assets | |||||||||||
| Total assets | $ | $ | |||||||||
| LIABILITIES AND EQUITY | |||||||||||
| Current liabilities | |||||||||||
| Current maturities of long-term debt | $ | $ | |||||||||
| Accounts payable | |||||||||||
| Accrued expenses | |||||||||||
| Total current liabilities | |||||||||||
| Long-term debt | |||||||||||
| Deferred taxes | |||||||||||
| Other liabilities | |||||||||||
| Total liabilities | |||||||||||
| Shareholders’ equity | |||||||||||
Common stock – $ | |||||||||||
| Additional paid-in capital | |||||||||||
| Retained earnings | |||||||||||
| Accumulated other comprehensive loss | ( | ( | |||||||||
Common stock held in treasury, at cost – | ( | ( | |||||||||
| Total shareholders’ equity | |||||||||||
| Total liabilities and equity | $ | $ | |||||||||
See notes to consolidated financial statements (unaudited).
3
ENPRO INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
1. Overview and Basis of Presentation
Overview
Enpro Inc. (“we,” “us,” “our,” “Enpro,” or the “Company”) is a leading-edge industrial technology company focused on critical applications across a diverse group of growing end markets such as semiconductor, industrial process, commercial vehicle, sustainable power generation, aerospace (including commercial space), food and pharmaceutical, photonics and life sciences. The Company is a leader in applied engineering and designs, develops, manufactures, and markets proprietary, value-added products and solutions that contribute key functionality or safeguard a variety of critical environments.
Over the past several years, we have executed several strategic initiatives to focus the portfolio of businesses where we offer proprietary, industrial technology-related products and solutions with high barriers to entry, compelling margins, strong cash flow, and perpetual recurring/aftermarket revenue streams in markets with favorable secular tailwinds.
Basis of Presentation
The accompanying interim consolidated financial statements are unaudited, and certain related information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been omitted in accordance with Rule 10-01 of Regulation S-X. They were prepared following the same policies and procedures used in the preparation of our annual financial statements. The accompanying interim consolidated financial statements reflect all adjustments (consisting of normal recurring adjustments) necessary for a fair statement of results for the periods presented. The Consolidated Balance Sheet as of December 31, 2024 was derived from the audited financial statements included in our annual report on Form 10-K for the year ended December 31, 2024. The results of operations for the interim periods are not necessarily indicative of the results for the fiscal year. These consolidated financial statements should be read in conjunction with our annual consolidated financial statements for the year ended December 31, 2024 included within our annual report on Form 10-K.
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amount of assets and liabilities and the disclosures regarding contingent assets and liabilities at period end and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.
All intercompany accounts and transactions between our consolidated operations have been eliminated.
Recently Issued Accounting Guidance
In December 2023, new accounting guidance was issued that will require changes in income tax disclosures. The standard is effective for financial statements issued for annual periods beginning after December 15, 2024, with early adoption permitted. The standard requires prospective adoption with the recognition that there will be a lack of comparability between reporting periods. Alternatively, retrospective adoption is also permitted. We have evaluated the new guidance and do not expect it to have a significant impact to our income tax disclosure.
2. Income Taxes
Our income tax expense and resulting effective tax rate are based upon the estimated annual effective tax rates applicable for the respective periods adjusted for the effect of items required to be treated as discrete in the interim periods. This estimated annual effective tax rate is affected by the relative proportions of revenue and income before taxes in the jurisdictions in which we operate. Based on the geographical mix of earnings, our annual effective tax rate fluctuates based on the portion of our profits earned in each jurisdiction.
4
The effective tax rates for the quarters ended June 30, 2025 and 2024 were 25.5 % and 26.7 %, respectively. The effective tax rate for the quarters ended June 30, 2025 and June 30, 2024 are higher than the U.S. Federal tax rate primarily driven by higher tax rates in most foreign jurisdictions and state tax on domestic earnings partially offset by various tax credits.
The effective tax rates for the six months ended June 30, 2025 and 2024 were 24.9 % and 22.7 %, respectively. The effective tax rate for the six months ended June 30, 2025 is higher than the U.S. Federal tax rate primarily driven by higher tax rates in most foreign jurisdictions and state tax on domestic earnings partially offset by various tax credits. The effective tax rate for the six months ended June 30, 2024 is higher than the U.S. Federal tax rate primarily driven by higher tax rates in most foreign jurisdictions partially offset by favorable state amended return filings and additional tax benefit related to share-based payment awards.
The Organization for Economic Co-operation and Development (the “OECD”) has introduced a framework to implement a global minimum corporate tax of 15%, referred to as Pillar Two, that is effective for tax years beginning in 2024. While it is uncertain whether the United States will enact legislation to adopt Pillar Two, certain countries in which we operate have adopted legislation to enact Pillar Two. The adoption of Pillar Two has had no impact on our income tax expense for the six months ended June 30, 2025 and the six months ended June 30, 2024 and we expect there to be minimal impact, if any, for calendar 2025.
Subsequent Event
On July 4, 2025, H.R. 1, “An Act to provide for reconciliation pursuant to title II of H. Con. Res. 14” (“the Act”), commonly referred to as the "One Big Beautiful Bill Act,” was enacted in the United States. The Act contains several key tax provisions impacting businesses, including the permanent reinstatement of 100 percent bonus depreciation for qualified property and the restoration of immediate expensing of domestic research and experimental expenditures. The Act also modifies the business interest deduction limitation as well as several core international tax provisions. The Company is currently evaluating the impact of these tax law changes on the effective tax rate, deferred tax assets and liabilities, and cash taxes payable. Any effects will be reflected in the financial statements in the third quarter of 2025, which is the period of enactment.
3. Earnings Per Share
| Quarters Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| (in millions, except per share amounts) | |||||||||||||||||||||||
| Numerator (basic and diluted): | |||||||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||
| Denominator: | |||||||||||||||||||||||
| Weighted-average shares – basic | |||||||||||||||||||||||
| Share-based awards | |||||||||||||||||||||||
| Weighted-average shares – diluted | |||||||||||||||||||||||
| Earnings per share: | |||||||||||||||||||||||
| Basic | $ | $ | $ | $ | |||||||||||||||||||
| Diluted | $ | $ | $ | $ | |||||||||||||||||||
4. Inventories
| June 30, 2025 | December 31, 2024 | ||||||||||
| (in millions) | |||||||||||
| Finished products | $ | $ | |||||||||
| Work in process | |||||||||||
| Raw materials | |||||||||||
| Total inventories | $ | $ | |||||||||
5
5. Goodwill and Other Intangible Assets
The changes in the net carrying value of goodwill by reportable segment for the six months ended June 30, 2025 are as follows:
| Sealing Technologies | Advanced Surface Technologies | Total | |||||||||||||||
| (in millions) | |||||||||||||||||
Goodwill as of December 31, 2024 | $ | $ | $ | ||||||||||||||
| Foreign currency translation | |||||||||||||||||
Goodwill as of June 30, 2025 | $ | $ | $ | ||||||||||||||
The goodwill balances reflected above at June 30, 2025 are net of accumulated impairment losses of $27.8 million for the Sealing Technologies segment and $126.0 million for the Advanced Surface Technologies segment.
Identifiable intangible assets are as follows:
| June 30, 2025 | December 31, 2024 | ||||||||||||||||||||||
| Gross Carrying Amount | Accumulated Amortization | Gross Carrying Amount | Accumulated Amortization | ||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||
| Definite-Lived: | |||||||||||||||||||||||
| Customer relationships | $ | $ | $ | $ | |||||||||||||||||||
| Existing technology | |||||||||||||||||||||||
| Trademarks | |||||||||||||||||||||||
| Other | |||||||||||||||||||||||
| Indefinite-Lived: | |||||||||||||||||||||||
| In-process research and development | — | — | |||||||||||||||||||||
| Trademarks | — | — | |||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
Amortization for the quarters and six months ended June 30, 2025 and 2024 was $19.1 million, $19.1 million $38.1 million and $37.7 million, respectively.
6. Accrued Expenses
| June 30, 2025 | December 31, 2024 | ||||||||||
| (in millions) | |||||||||||
| Salaries, wages and employee benefits | $ | $ | |||||||||
| Interest | |||||||||||
| Environmental | |||||||||||
| Income taxes | |||||||||||
| Taxes other than income taxes | |||||||||||
| Operating lease liabilities | |||||||||||
| Other | |||||||||||
| $ | $ | ||||||||||
7. Long-Term Debt
Senior Secured Credit Facilities
On April 9, 2025, we entered into a Second Amendment to Third Amended and Restated Credit Agreement dated as of
On April 9, 2025, we entered into a Second Amendment to Third Amended and Restated Credit Agreement dated as of
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April 9, 2025 (the “Amended Credit Facility Agreement”) among the Company and our subsidiary, EnPro Holdings, Inc. ("EnPro Holdings"), as borrowers, certain foreign subsidiaries of the Company from time to time party thereto, as designated borrowers, the guarantors party thereto, the lenders party thereto and Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.
The Amended Credit Facility Agreement amended the agreement then governing our senior secured credit facilities and provides for a senior secured revolving credit facility of up to $800.0 million (the “Revolving Credit Facility”), which will mature on April 9, 2030. On April 9, 2025, in connection with our entry into the Amended Credit Facility Agreement, we repaid the remaining outstanding principal amount of term loan borrowings outstanding under the agreement governing our senior secured credit facilities prior to such amendment, funded by borrowings under the Revolving Credit Facility and $59.8 million of available cash.
The Amended Credit Facility Agreement provides that we may seek incremental term loans and/or additional revolving credit commitments in an amount equal to the greater of $275.0 million and 100 % of consolidated EBITDA for the most recently ended four-quarter period for which we have reported financial results, plus additional amounts based on a consolidated senior secured leverage ratio. Any incremental term loans will be subject to prepayment with the net cash proceeds of non-permitted debt issuances and with the net cash proceeds of certain asset sales and casualty or condemnation events not reinvested in our business or applied to prepay such term loans within a specified period.
Borrowings under the Revolving Credit Facility, at our option, bear interest at either (1) an alternate base rate (the highest of (a) the federal funds effective rate plus 0.50 %, (b) the prime rate of Bank of America, N.A., and (c) the one-month Term SOFR rate plus 1.00 %) or (2) the Term SOFR rate for the applicable interest period plus, in each case, an applicable margin percentage, which initially is 1.375 % for Term SOFR borrowings and 0.375 % for alternate base rate borrowings and is subject to incremental increase or decrease based on a consolidated total net leverage ratio. In addition, a commitment fee accrues with respect to the unused amount of the Revolving Credit Facility at an annual rate of 0.175 % initially, which rate is also subject to incremental increase or decrease based on a consolidated total net leverage ratio.
Enpro Inc. and EnPro Holdings are the permitted borrowers under the Amended Credit Facility Agreement. We have the ability to add wholly owned foreign subsidiaries as borrowers under the Revolving Credit Facility. Each of our domestic, consolidated subsidiaries (subject to certain exclusions) is required to guarantee the obligations of the borrowers under the Amended Credit Facility Agreement and, subject to the permitted exceptions, each of the Company’s existing domestic subsidiaries has entered into the Amended Credit Facility Agreement to provide such a guarantee.
Borrowings under the Amended Credit Facility Agreement are secured by a first-priority pledge of certain assets. The Amended Credit Facility Agreement contains certain financial covenants and required financial ratios including a maximum consolidated total net leverage ratio and a minimum consolidated interest coverage ratio as defined in the Amended Credit Facility Agreement. We were in compliance with all covenants of the Amended Credit Facility Agreement as of June 30, 2025.
The borrowing availability under our Revolving Credit Facility at June 30, 2025 was $770.4 million after giving consideration to $9.6 million of outstanding letters of credit and $20.0 million of outstanding borrowings.
Senior Notes
On May 29, 2025, we completed the offering of $450 million in aggregate principal amount of 6.125 % Senior Notes due 2033 (the “Senior Notes”). The Senior Notes were issued to investors at 100 % of the principal amount thereof. The Senior Notes are unsecured, unsubordinated obligations of Enpro Inc. and mature on June 1, 2033. Interest on the Senior Notes accrues at a rate of 6.125 % per annum and is payable semi-annually in cash in arrears on June 1 and December 1 of each year, commencing December 1, 2025. The Senior Notes are required to be guaranteed on a senior unsecured basis by each of Enpro’s existing and future direct and indirect domestic subsidiaries that is a borrower under, or guarantees, our indebtedness under the Revolving Credit Facility or guarantees any other Capital Markets Indebtedness (as defined in the indenture governing the Senior Notes) of Enpro or any of the guarantors above a specified threshold. We may, on any one or more occasions, redeem all or a part of the Senior Notes at specified redemption prices plus accrued and unpaid interest.
The indenture governing the Senior Notes includes covenants that restrict our ability, subject to specified exceptions and qualifications set forth in the indenture, to incur liens on assets, engage in certain asset sales, including sale and leaseback transactions, and merge, consolidate, transfer or dispose of all or substantially all assets. The indenture further requires us to offer to repurchase the Senior Notes at a price equal to 100 % of the principal amount thereof plus accrued and unpaid interest, in the event that the net cash proceeds of certain asset sales are not reinvested in acquisitions, capital expenditures, or used to repay or otherwise reduce specified indebtedness within a specified period, to the extent the remaining net proceeds exceed a specified amount.
7
Each holder of the Senior Notes may require us to repurchase some or all of the Senior Notes held by such holder for cash upon the occurrence of a defined “change of control” event. Our ability to redeem the Senior Notes prior to maturity is subject to certain conditions, including in certain cases the payment of make-whole amounts.
We applied a portion of the net proceeds from the sale of the Senior Notes to fund the redemption on June 12, 2025 of all of our outstanding 5.75 % Senior Notes due 2026 (having an aggregate principal amount of $350 million) at a redemption price equal to 100 % of the aggregate principal amount thereof, plus accrued but unpaid interest to, but not including, the redemption date.
We were in compliance with all of the covenants under the indenture governing the Senior Notes as of June 30, 2025.
Debt Issuance Costs
8. Pension
The components of net periodic benefit cost for our U.S. and foreign defined benefit pension plans for the quarters and six months ended June 30, 2025 and 2024, are as follows:
| Quarters Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||||||||||||||||||||||||||
| Pension Benefits | Pension Benefits | ||||||||||||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||||||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||||||||||||||||||||||||||
| Service cost | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||
| Interest cost | |||||||||||||||||||||||||||||||||||||||||||||||
| Expected return on plan assets | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||
| Amortization of net loss | |||||||||||||||||||||||||||||||||||||||||||||||
| Net periodic benefit cost | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||
We do not anticipate making any contributions to our U.S. defined benefit pension plans in calendar year 2025.
In the second quarter of 2024, Enpro initiated a plan to terminate and settle its remaining defined benefit pension plan in the United States. The termination and settlement process for this frozen plan, which preserves retirement benefits due to participants but changes the ultimate payor of such benefits, is expected to be completed by the end of 2025. At June 30, 2025, approximately $2.5 million of pension liabilities recorded in accrued expenses on our consolidated balance sheet and substantially all pension losses recorded in accumulated other comprehensive loss on our consolidated balance sheet relate to this plan.
Tables showing the changes in accumulated other comprehensive income (loss) and the balance at June 30, 2025 are included in Note 13, "Accumulated Other Comprehensive Income (Loss)".
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9. Shareholders' Equity
The quarterly changes in shareholders' equity during the six months ended June 30, 2025 are as follows:
| Common Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Income (loss) | Treasury Stock | Total Shareholders' Equity | ||||||||||||||||||||||||||||||||||||||||||
| (in millions, except per share data) | Shares | Amount | |||||||||||||||||||||||||||||||||||||||||||||
Balance, December 31, 2024 | $ | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
Dividends ($ | — | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||||||||
| Incentive plan activity | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
Balance, March 31, 2025 | $ | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
Dividends ($ | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||
| Incentive plan activity | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
Balance, June 30, 2025 | $ | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||
9
The quarterly changes in shareholders' equity during the six months ended June 30, 2024 are as follows:
| Common Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Treasury Stock | Total Shareholders' Equity | Redeemable Non-controlling Interests | |||||||||||||||||||||||||||||||||||||||||
| (in millions, except per share data) | Shares | Amount | |||||||||||||||||||||||||||||||||||||||||||||
Balance, December 31, 2023 | $ | $ | $ | $ | ( | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | — | ( | — | ( | — | |||||||||||||||||||||||||||||||||||||||
Dividends ($ | — | — | — | ( | — | — | ( | — | |||||||||||||||||||||||||||||||||||||||
| Incentive plan activity | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Acquisition of Alluxa non-controlling interests | — | — | — | — | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||
Balance, March 31, 2024 | $ | $ | $ | $ | ( | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||
Dividends ($ | — | — | — | ( | — | ( | — | ||||||||||||||||||||||||||||||||||||||||
| Incentive plan activity | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
Balance, June 30, 2024 | $ | $ | $ | $ | ( | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||||||||
We intend to declare regular quarterly cash dividends on our common stock, as determined by our board of directors, after taking into account our current and projected cash flows, earnings, financial position, debt covenants and other relevant factors. In accordance with the board of directors' declaration in February 2025, total dividend payments of $13.2 million were made during the six months ended June 30, 2025.
On July 31, 2025, our board of directors declared a dividend of $0.31 per share, payable on September 17, 2025, to shareholders of record as of September 3, 2025.
Enpro’s board of directors approved a new share repurchase authorization in October 2024, replacing the previous $50.0 million authorization that had expired. No shares were purchased under the prior repurchase program. Under the replacement authorization, which is identical to the prior authorization, the Company may repurchase up to $50.0 million of shares in both open market and privately negotiated transactions. The Company’s management is authorized to determine the timing and amount of any such repurchases based on its evaluation of market conditions, capital alternatives, and other factors. Repurchases may also be made under Rule 10b5-1 plans, which could result in the repurchase of shares during periods when the Company otherwise would be precluded from doing so under insider trading laws. The renewed share repurchase authorization expires in October 2026.
In February 2025, we issued stock options to certain key executives for approximately 32,000 common shares with an exercise price of $199.78 per share. The options vest pro-rata on the first, second and third anniversaries of the grant date, subject to continued employment. All options have a term of 10 years.
We determine the fair value of stock options using the Black-Scholes option pricing formula as of the grant date. Key inputs into this formula include expected term, expected volatility, expected dividend yield, and the risk-free interest rate. This fair value is amortized on a straight-line basis over the vesting period and recorded in selling, general and administrative costs on our Consolidated Income Statement.
The expected term represents the period that our stock options are expected to be outstanding and is determined based on historical experience of similar awards, given the contractual terms of the awards, vesting schedules, and expectations of future employee behavior. The fair value of stock options reflects a volatility factor calculated using historical market data for Enpro's common stock. The time frame used was approximated as a six-year period from the grant date for the awards. The dividend
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assumption is based on our expectations as of the grant date. We base the risk-free interest rate on the yield to maturity at the time of the stock option grant on zero-coupon U.S. government bonds having a remaining life equal to the option's expected life.
The option awards issued in February 2025 had a fair value of $85.99 per share at their grant date. The following assumptions were used to estimate the fair value of the 2025 option awards:
| Average expected term | |||||
| Expected volatility | % | ||||
| Risk-free interest rate | % | ||||
| Expected dividend yield | % | ||||
10. Business Segment Information
We identify our two operating businesses, Sealing Technologies and Advanced Surface Technologies, as reportable segments. Factors considered in determining our reportable segments include the economic similarity of the businesses, the nature of products sold, or solutions provided, the production processes and the types of customers. Our President and Chief Executive Officer, who we have identified as our Chief Operating Decision Maker ("CODM"), regularly evaluates the individual performance of both operating segments by reviewing segment earnings before interest, income taxes, depreciation, amortization, and other selected items ("Adjusted Segment EBITDA"), which is segment revenue reduced by operating expenses and other costs identifiable with the segment, excluding acquisition expenses, restructuring costs, amortization of the fair value adjustment to acquisition date inventory, and depreciation and amortization. Adjusted Segment EBITDA is not defined under GAAP and may not be comparable to similarly titled measures used by other companies. The CODM assesses Adjusted Segment EBITDA in comparison to prior periods, previously forecasted results and anticipated/experienced market trends in determining how to allocate operating and capital resources between the operating segments. The only significant segment expense categories reviewed by the CODM are cost of sales and selling, general, and administrative costs.
Our Sealing Technologies segment engineers and manufactures value-added products and solutions that safeguard a variety of critical environments, including: metallic, non-metallic and composite material gaskets; dynamic seals; compression packing; elastomeric components; custom-engineered mechanical seals used in diverse applications; hydraulic components; test, measurement and sensing applications; sanitary gaskets; hoses and fittings for hygienic process industries; fluid transfer products for the pharmaceutical and biopharmaceutical industries; and commercial vehicle solutions used in wheel-end and suspension components that customers rely upon to ensure safety on our roadways.
These products are used in a variety of markets, including chemical and petrochemical processing, nuclear energy, hydrogen, natural gas, food and biopharmaceutical processing, primary metal manufacturing, mining, water and waste treatment, commercial vehicle, aerospace (including commercial space), medical, filtration and semiconductor fabrication. In all these industries, the performance and durability of our proprietary products and solutions are vital for the safety and environmental protection of our customers’ processes. Many of our products and solutions are used in highly demanding applications, often in harsh environments, where the cost of failure is extremely high relative to the cost of our offerings to our customers. These environments include those where extreme temperatures, extreme pressures, corrosive agents, strict tolerances, or worn equipment create challenges for product performance. Sealing Technologies offers customers widely recognized applied engineering, innovation, process know- how and enduring reliability, driving a lasting aftermarket for many of our products and solutions.
Our Advanced Surface Technologies ("AST") segment applies proprietary technologies, processes, and capabilities to deliver a highly differentiated suite of products and solutions for challenging applications in high-growth markets. The segment’s products and solutions are used in demanding environments requiring performance, precision and repeatability, with a low tolerance for failure. AST’s products and solutions include: (i) cleaning, coating, testing, refurbishment and verification for critical components and assemblies used in semiconductor manufacturing equipment, with meaningful exposures to state-of-the-art advanced node chip applications; (ii) designing, manufacturing and selling specialized optical filters and proprietary thin-film coatings for the most challenging applications in the industrial technology, life sciences, and semiconductor markets; (iii) engineering and manufacturing complex front-end wafer processing sub-systems and new and refurbished electrostatic chuck pedestals for the semiconductor equipment industry; and (iv) engineering and manufacturing edge-welded metal bellows for the semiconductor equipment industry and critical applications in the space, aerospace and defense markets. In many instances, AST capabilities drive products and solutions that enable the performance of our customers’ high-value processes through an entire life cycle.
The accounting policies of the reportable segments are the same as those for Enpro.
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Segment operating results and other financial data for the quarters and six months ended June 30, 2025 and 2024, with 2024 recast to reflect the revised segment reporting requirements, were as follows:
| Quarter Ended June 30, 2025 | |||||||||||||||||
| (in millions) | Sealing Technologies | Advanced Surface Technologies | Total | ||||||||||||||
| Sales from external customers | $ | $ | $ | ||||||||||||||
| Intersegment sales | |||||||||||||||||
| Reconciliation of sales | |||||||||||||||||
| Elimination of intersegment sales | ( | ||||||||||||||||
| Total consolidated sales | |||||||||||||||||
| Cost of sales | ( | ( | |||||||||||||||
| Selling, General, and Administrative | ( | ( | |||||||||||||||
Other Operating1 | ( | ||||||||||||||||
| Adjusting Items: | |||||||||||||||||
| Acquisition expenses | |||||||||||||||||
| Restructuring expense (income), net | ( | ||||||||||||||||
| Depreciation and amortization expense | |||||||||||||||||
| Adjusted Segment EBITDA | $ | $ | $ | ||||||||||||||
| Quarter Ended June 30, 2024 | |||||||||||||||||
| (in millions) | Sealing Technologies | Advanced Surface Technologies | Total | ||||||||||||||
| Sales from external customers | $ | $ | $ | ||||||||||||||
| Intersegment sales | |||||||||||||||||
| Reconciliation of sales | |||||||||||||||||
| Elimination of intersegment sales | ( | ||||||||||||||||
| Total consolidated sales | |||||||||||||||||
| Cost of sales | ( | ( | |||||||||||||||
| Selling, General, and Administrative | ( | ( | |||||||||||||||
Other Operating1 | ( | ||||||||||||||||
| Adjusting Items: | |||||||||||||||||
| Acquisition expenses | |||||||||||||||||
| Restructuring expense | |||||||||||||||||
| Depreciation and amortization expense | |||||||||||||||||
| Adjusted Segment EBITDA | $ | $ | $ | ||||||||||||||
12
| Six Months Ended June 30, 2025 | |||||||||||||||||
| (in millions) | Sealing Technologies | Advanced Surface Technologies | Total | ||||||||||||||
| Sales from external customers | $ | $ | $ | ||||||||||||||
| Intersegment sales | |||||||||||||||||
| Reconciliation of sales | |||||||||||||||||
| Elimination of intersegment sales | ( | ||||||||||||||||
| Total consolidated sales | |||||||||||||||||
| Cost of sales | ( | ( | |||||||||||||||
| Selling, General, and Administrative | ( | ( | |||||||||||||||
Other Operating1 | ( | ||||||||||||||||
| Adjusting Items: | |||||||||||||||||
| Acquisition expenses | |||||||||||||||||
| Restructuring expense (income), net | ( | ||||||||||||||||
| Depreciation and amortization expense | |||||||||||||||||
| Adjusted Segment EBITDA | $ | $ | $ | ||||||||||||||
| Six Months Ended June 30, 2024 | |||||||||||||||||
| (in millions) | Sealing Technologies | Advanced Surface Technologies | Total | ||||||||||||||
| Sales from external customers | $ | $ | $ | ||||||||||||||
| Intersegment sales | |||||||||||||||||
| Reconciliation of sales | |||||||||||||||||
| Elimination of intersegment sales | ( | ||||||||||||||||
| Total consolidated sales | |||||||||||||||||
| Cost of sales | ( | ( | |||||||||||||||
| Selling, General, and Administrative | ( | ( | |||||||||||||||
Other Operating1 | ( | ||||||||||||||||
| Adjusting Items: | |||||||||||||||||
| Acquisition expenses | |||||||||||||||||
| Amortization of fair value adjustment to acquisition date inventory | |||||||||||||||||
| Restructuring expense | |||||||||||||||||
| Depreciation and amortization expense | |||||||||||||||||
| Adjusted Segment EBITDA | $ | $ | $ | ||||||||||||||
1 Other Operating consists primarily of restructuring related expense (income), net, which includes income related to gains on the sale of fixed assets as a result of restructuring actions.
13
| Quarters Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| (in millions) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Reconciliation of Income Before Income Taxes to Adjusted Segment EBITDA | |||||||||||||||||||||||
| Income before income taxes | $ | $ | $ | $ | |||||||||||||||||||
| Acquisition expenses | |||||||||||||||||||||||
| Amortization of fair value adjustment to acquisition date inventory | |||||||||||||||||||||||
| Restructuring expense (income), net | ( | ||||||||||||||||||||||
| Depreciation and amortization expense | |||||||||||||||||||||||
| Corporate expenses | |||||||||||||||||||||||
| Interest expense, net | |||||||||||||||||||||||
| Other expense, net | |||||||||||||||||||||||
| Adjusted Segment EBITDA | $ | $ | $ | $ | |||||||||||||||||||
In the table above, corporate expenses include general corporate administrative costs. Expenses not directly attributable to the segments, corporate expenses, net interest expense, and income taxes are not included in the computation of Adjusted Segment EBITDA.
| Quarters Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| (in millions) | (in millions) | ||||||||||||||||||||||
| Net Sales by Geographic Area | |||||||||||||||||||||||
| United States | $ | $ | $ | $ | |||||||||||||||||||
| Europe | |||||||||||||||||||||||
| Rest of world | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
Net sales are attributed to countries based on location of the customer.
Revenue by End Market
Due to the diversified nature of our business and the differentiated portfolio of products and solutions that we offer, we sell into a number of end markets. Underlying economic conditions within these markets are a major driver of our segments' sales performance. Below is a summary of our third-party sales by major end market with which we did business for the quarters and six months ended June 30, 2025 and June 30, 2024:
| Quarter Ended June 30, 2025 | |||||||||||||||||
| (in millions) | Sealing Technologies | Advanced Surface Technologies | Total | ||||||||||||||
| Aerospace | $ | $ | $ | ||||||||||||||
| Commercial vehicle | |||||||||||||||||
| Food and pharmaceutical | |||||||||||||||||
| General industrial | |||||||||||||||||
| Oil and gas | |||||||||||||||||
| Power generation | |||||||||||||||||
| Semiconductors | |||||||||||||||||
| Total third-party sales | $ | $ | $ | ||||||||||||||
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| Quarter Ended June 30, 2024 | |||||||||||||||||
| (in millions) | Sealing Technologies | Advanced Surface Technologies | Total | ||||||||||||||
| Aerospace | $ | $ | $ | ||||||||||||||
| Commercial Vehicle | |||||||||||||||||
| Food and pharmaceutical | |||||||||||||||||
| General industrial | |||||||||||||||||
| Oil and gas | |||||||||||||||||
| Power generation | |||||||||||||||||
| Semiconductors | |||||||||||||||||
| Total third-party sales | $ | $ | $ | ||||||||||||||
| Six Months Ended June 30, 2025 | |||||||||||||||||
| (in millions) | Sealing Technologies | Advanced Surface Technologies | Total | ||||||||||||||
| Aerospace | $ | $ | $ | ||||||||||||||
| Commercial vehicle | |||||||||||||||||
| Food and pharmaceutical | |||||||||||||||||
| General industrial | |||||||||||||||||
| Oil and gas | |||||||||||||||||
| Power generation | |||||||||||||||||
| Semiconductors | |||||||||||||||||
| Total third-party sales | $ | $ | $ | ||||||||||||||
| Six Months Ended June 30, 2024 | |||||||||||||||||
| (in millions) | Sealing Technologies | Advanced Surface Technologies | Total | ||||||||||||||
| Aerospace | $ | $ | $ | ||||||||||||||
| Commercial vehicle | |||||||||||||||||
| Food and pharmaceutical | |||||||||||||||||
| General industrial | |||||||||||||||||
| Oil and gas | |||||||||||||||||
| Power generation | |||||||||||||||||
| Semiconductors | |||||||||||||||||
| Total third-party sales | $ | $ | $ | ||||||||||||||
In 2025, we refined our end market classification and moved sales previously reported as chemical and material processing to be included in the general industrial market.
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| Quarters Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||
| Capital Expenditures | |||||||||||||||||||||||
| Sealing Technologies | $ | $ | $ | $ | |||||||||||||||||||
| Advanced Surface Technologies | |||||||||||||||||||||||
| Total capital expenditures | $ | $ | $ | $ | |||||||||||||||||||
| Depreciation and Amortization Expense | |||||||||||||||||||||||
| Sealing Technologies | $ | $ | $ | $ | |||||||||||||||||||
| Advanced Surface Technologies | |||||||||||||||||||||||
| Total depreciation and amortization | $ | $ | $ | $ | |||||||||||||||||||
Segment assets are as follows:
| June 30, 2025 | December 31, 2024 | ||||||||||
| (in millions) | |||||||||||
| Assets | |||||||||||
| Sealing Technologies | $ | $ | |||||||||
| Advanced Surface Technologies | |||||||||||
| Corporate | |||||||||||
| $ | $ | ||||||||||
11. Derivatives and Hedging
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 periodically enter into contracts to hedge forecasted transactions that are denominated in foreign currencies. As part of our regular practice, we entered into a forward contract to hedge a 95 million Euro exposure on an intercompany note agreement related to proceeds from the sale of our former GGB business, allocated to foreign subsidiaries. The notional amount of foreign exchange contracts was $103.7 million at December 31, 2024. As a result of this note, due to the changes in the foreign exchange rate, we recorded losses of $0.4 million in the first quarter of 2025 and $0.4 million and $0.9 million in the quarter and six months ended June 30, 2024, respectively. This intercompany note and the corresponding foreign exchange contracts were both settled in March 2025.
The earnings impact of these foreign exchange contracts are recorded in selling, general and administrative expense in the Consolidated Statements of Operations, except for the impacts of the forward contract related to proceeds from the sale of our former GGB business that is recorded in other expense. The balances of foreign exchange derivative assets are recorded in other current assets and the balances of foreign exchange derivative liabilities are recorded in accrued expenses in the Consolidated Balance Sheets.
In May 2019, we entered into cross-currency swap agreements (the "Swap") with an aggregate notional amount of $100.0 million to manage an increased portion of our foreign currency risk by effectively converting a portion of the interest payments related to our fixed-rate USD-denominated Senior Notes, including the semi-annual interest payments thereunder, to interest payments on fixed-rate Euro-denominated debt of 89.6 million Euro with a weighted average interest rate of 3.5 %, with interest payment dates of April 15 and October 15 of each year. The Swap matures on October 15, 2026.
During the term of the Swap, we will receive semi-annual payments from the counterparties due to the difference between the interest rate on the Senior Notes and the interest rate on the Euro debt underlying the Swap. There was no principal exchange at the inception of the arrangement, and there will be no exchange at maturity. At maturity (or earlier at our option),
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we and the counterparty will settle the Swap at its fair value in cash based on the aggregate notional amount and the then-applicable currency exchange rate compared to the exchange rate at the time the Swap was entered into.
We have designated the Swap as a qualifying hedging instrument and are accounting for it as a net investment hedge. At June 30, 2025, the fair value of the Swap equaled $4.4 million and was recorded within our other (non-current) liabilities on the Consolidated Balance Sheet. The gains and losses resulting from fair value adjustment to the Swap, excluding interest accruals related to the above receipts, are recorded in accumulated other comprehensive income within our cumulative foreign currency translation adjustment, as the Swap is effective in hedging the designated risk. Cash flows related to the Swap are included in operating activities in the Consolidated Statements of Cash Flows, aside from the ultimate settlement at maturity with the counterparty, which will be included in investing activities.
12. Fair Value Measurements
Assets and liabilities measured at fair value on a recurring basis are summarized as follows:
| Fair Value Measurements as of | |||||||||||
| June 30, 2025 | December 31, 2024 | ||||||||||
| (in millions) | |||||||||||
| Assets | |||||||||||
| Foreign currency derivatives | $ | $ | |||||||||
| Deferred compensation assets | |||||||||||
| $ | $ | ||||||||||
| Liabilities | |||||||||||
| Deferred compensation liabilities | $ | $ | |||||||||
| Foreign currency derivatives | |||||||||||
| $ | $ | ||||||||||
Our deferred compensation assets and liabilities are classified within Level 1 of the fair value hierarchy because they are valued using quoted market prices. Our foreign currency derivatives are classified as Level 2 because their value is calculated based upon observable inputs including market USD/Euro exchange rates and market interest rates.
13. Accumulated Other Comprehensive Income (Loss)
Changes in accumulated other comprehensive income (loss) by component (after tax) for the quarter ended June 30, 2025 are as follows:
| (in millions) | Unrealized Translation Adjustments | Pension Plans | Total | ||||||||||||||||||||
| Beginning balance | $ | $ | ( | $ | ( | ||||||||||||||||||
| Other comprehensive income before reclassifications | |||||||||||||||||||||||
| Amounts reclassified from accumulated other comprehensive loss | |||||||||||||||||||||||
| Net current-period other comprehensive income | |||||||||||||||||||||||
| Ending balance | $ | $ | ( | $ | ( | ||||||||||||||||||
Changes in accumulated other comprehensive income (loss) by component (after tax) for the quarter ended June 30, 2024 are as follows:
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| (in millions) | Unrealized Translation Adjustments | Pension Plans | Total | ||||||||||||||||||||
| Beginning balance | $ | $ | ( | $ | ( | ||||||||||||||||||
| Other comprehensive loss before reclassifications | ( | ( | |||||||||||||||||||||
| Amounts reclassified from accumulated other comprehensive loss | |||||||||||||||||||||||
| Net current-period other comprehensive income | ( | ( | |||||||||||||||||||||
| Ending balance | $ | $ | ( | $ | ( | ||||||||||||||||||
Changes in accumulated other comprehensive income (loss) by component (after tax) for the six months ended June 30, 2025 are as follows:
| (in millions) | Unrealized Translation Adjustments | Pension Plans | Total | ||||||||||||||||||||
| Beginning balance | $ | ( | $ | ( | $ | ( | |||||||||||||||||
| Other comprehensive income before reclassifications | |||||||||||||||||||||||
| Amounts reclassified from accumulated other comprehensive loss | |||||||||||||||||||||||
| Net current-period other comprehensive income | |||||||||||||||||||||||
| Ending balance | $ | $ | ( | $ | ( | ||||||||||||||||||
Changes in accumulated other comprehensive income (loss) by component (after tax) for the six months ended June 30, 2024 are as follows:
| (in millions) | Unrealized Translation Adjustments | Pension Plans | Total | ||||||||||||||||||||
| Beginning balance | $ | $ | ( | $ | ( | ||||||||||||||||||
| Other comprehensive loss before reclassifications | ( | ( | |||||||||||||||||||||
| Amounts reclassified from accumulated other comprehensive loss | |||||||||||||||||||||||
| Net current-period other comprehensive income (loss) | ( | ( | |||||||||||||||||||||
| Ending balance | $ | $ | ( | $ | ( | ||||||||||||||||||
Reclassifications out of accumulated other comprehensive income (loss) for the quarters and six months ended June 30, 2025 and June 30, 2024 are as follows:
| Details about Accumulated Other Comprehensive Income (Loss) Components | Amount Reclassified from Accumulated Other Comprehensive Income (Loss) | Affected Statement of Operations Caption | ||||||||||||||||||||||||||||||
| Quarters Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||||||||
| (in millions) | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||||||||
| Pension adjustments: | ||||||||||||||||||||||||||||||||
| Actuarial losses | $ | $ | $ | $ | Other expense | |||||||||||||||||||||||||||
| Total before tax | Income before income taxes | |||||||||||||||||||||||||||||||
| Tax expense | ( | ( | ( | ( | Income tax expense | |||||||||||||||||||||||||||
| Net of tax | $ | $ | $ | $ | Net income | |||||||||||||||||||||||||||
14. Commitments and Contingencies
General
A description of certain environmental and other legal matters relating to certain of our subsidiaries is included in this section. In addition to the matters noted herein, we are from time to time subject to, and are presently involved in, other litigation and legal proceedings arising in the ordinary course of business. We believe the outcome of such other litigation and
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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 laws and regulations of the U.S. and foreign countries. We take a proactive approach in our efforts to comply with these laws and regulations as they relate to our manufacturing operations and in proposing and implementing any remedial plans that may be necessary. We also regularly conduct comprehensive environmental, health and safety audits at our facilities to maintain compliance and improve operational efficiency.
Although we believe past operations were in substantial compliance with the then applicable regulations, we or one or more of our subsidiaries are involved with various investigation and remediation activities at 21 sites. In addition to these 21 sites, the United States Environmental Protection Agency (the "EPA") has provided us notice that Enpro has potential responsibility at one additional site where one of our subsidiaries formerly conducted business operations but no longer does. We have responded to the EPA that we do not have responsibility at that site and are awaiting the EPA's response. At 11 of the 21 sites, the future cost of investigation or remediation is expected to be less than $500,000 . At 20 of the 21 sites, one or more of our subsidiaries (or an entity that merged with and into one of our subsidiaries) formerly conducted business operations but no longer do. We continue to conduct manufacturing operations at one site.
Our policy is to accrue environmental investigation and remediation costs when it is probable that a liability has been incurred and the amount can be reasonably estimated. For sites with multiple future projected cost scenarios for identified feasible investigation and remediation options where no one estimate is more likely than all the others, our policy is to accrue the lowest estimate among the range of estimates. The measurement of the liability is based on an evaluation of currently available facts with respect to each individual situation and takes into consideration factors such as existing technology, presently enacted laws and regulations and prior experience in the remediation of similar contaminated sites. Liabilities are established for all sites based on these factors. As assessments and remediation progress at individual sites, these liabilities are reviewed and adjusted to reflect additional technical data and legal information. As of June 30, 2025 and December 31, 2024, we had recorded liabilities aggregating $38.7 million and $40.7 million, respectively, in other liabilities for estimated future expenditures relating to environmental contingencies. The current portion of our aggregate environmental liability included in accrued liabilities was $8.6 million at June 30, 2025. These amounts have been recorded on an undiscounted basis in the Consolidated Balance Sheets . Given the uncertainties regarding the status of laws, regulations, enforcement policies, the impact of other parties potentially being fully or partially liable, technology and information related to individual sites, we do not believe it is possible to develop an estimate of the range of reasonably possible environmental loss in excess of our recorded liabilities.
We believe that our accruals for specific environmental liabilities are adequate based on currently available information. Based upon limited information regarding any incremental remediation or other actions that may be required at these sites, we cannot estimate any further loss or a reasonably possible range of loss related to these matters. Actual costs to be incurred in future periods may vary from estimates because of the inherent uncertainties in evaluating environmental exposures due to unknown and changing conditions, changing government regulations and legal standards regarding liability.
Lower Passaic River Study Area
Based on our prior ownership of Crucible Steel Corporation a/k/a Crucible, Inc. (“Crucible”), we may have contingent liabilities in one or more significant environmental matters. One such matter, which is included in the 21 sites referred to above, is the Lower Passaic River Study Area of the Diamond Alkali Superfund Site in New Jersey. The Lower Passaic River Study Area includes a 17 -mile tidal portion of the Passaic River stretching from the river's mouth at Newark Bay to Dundee Dam in Garfield, New Jersey. Crucible operated a steel mill abutting the Passaic River in Harrison, New Jersey from the 1930s until 1974, which was one of many industrial operations on the river dating back to the 1800s. Certain contingent environmental liabilities related to this site were retained by a predecessor of EnPro Holdings when it sold a majority interest in Crucible Materials Corporation (the successor of Crucible) in 1985. The EPA notified our subsidiary in September 2003 that it is a potentially responsible party (“PRP”) for Superfund response actions in the Lower Passaic River Study Area.
EnPro Holdings and approximately 70 of the numerous other PRPs, known as the Cooperating Parties Group, are parties to a May 2007 Administrative Order on Consent with the EPA to perform a Remedial Investigation/Feasibility Study (“RI/FS”) of the contaminants in the Lower Passaic River Study Area. In September 2018, EnPro Holdings withdrew from the Cooperating Parties Group but remains a party to the May 2007 Administrative Order on Consent. The RI/FS was completed and submitted to the EPA at the end of April 2015. The RI/FS recommends a targeted dredge and cap remedy with monitored natural recovery and adaptive management for the Lower Passaic River Study Area. The cost of such remedy is estimated to be $726 million.
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Previously, on April 11, 2014, the EPA released its Focused Feasibility Study (the “FFS”) with its proposed plan for remediating the lower eight miles of the Lower Passaic River Study Area, which is also referred to as Operating Unit 2 ("OU2"). The FFS calls for bank-to-bank dredging and capping of the riverbed of that portion of the river and estimates a range of the present value of aggregate remediation costs of approximately $953 million to approximately $1.73 billion, although estimates of the costs and the timing of costs are inherently imprecise. On March 3, 2016, the EPA issued the final Record of Decision ("ROD") as to the remedy for OU2, with the maximum estimated cost being reduced by the EPA from $1.73 billion to $1.38 billion, primarily due to a reduction in the amount of cubic yards of material that will be dredged. In October 2016, Occidental Chemical Corporation, the successor to the entity that operated the Diamond Alkali chemical manufacturing facility, reached an agreement with the EPA to develop the design for this proposed remedy at an estimated cost of $165 million. On June 30, 2018, Occidental Chemical Corporation sued over 120 parties, including the Company, in the United States District Court for New Jersey seeking recovery of response costs under the Comprehensive Environmental Response, Compensation and Liability Act ("CERCLA").
Prior to the submission of the RI/FS, on April 14, 2021, the EPA issued its proposed remedy for the remaining portions of the Lower Passaic River Study Area (i.e., the upper nine miles of the river) with an estimated present value cost of approximately $441 million. The proposed remedy would involve dredging and capping of the river sediment as an interim remedy followed by a period of monitoring to evaluate the response of the river system to the interim remedy.
When the EPA initiated the allocation process in 2017, it explained that a fair, carefully structured, information-based allocation was necessary to promote settlements. Following the completion of the allocation process, in the second quarter of 2021 the EPA began settlement negotiations with the parties that participated in the allocation process, including EnPro Holdings, to resolve the settling parties’ liability as to the full 17 -mile Lower Passaic River Study Area (including OU2). In September 2022, EnPro Holdings paid $5.9 million as part of a settlement between those parties and the EPA. The court approved and entered the settlement on December 18, 2024, and two parties have appealed the court's order. The payment will be held in escrow until all appeals have been resolved. Our reserve for the Lower Passaic River Study Area at June 30, 2025 was $0.7 million, which is for work remaining at the site that is not covered by the settlement. Further adjustments to our reserve for the site are possible as new or additional information becomes available.
Except with respect to the Lower Passaic River Study Area, we are unable to estimate a reasonably possible range of loss related to any other contingent environmental liability based on our prior ownership of Crucible. See the section entitled “Crucible Steel Corporation a/k/a Crucible, Inc.” in this footnote for additional information.
Arizona Uranium Mines
EnPro Holdings has received notices from the EPA asserting that it is a potentially responsible party under the CERCLA as the successor to a former operator of eight uranium mines in Arizona, including two EPA-designated “priority” mines located in the Cameron Chapter of the Navajo Nation and six EPA-designated “non-priority” mines located in the more remote Bodaway Gap Chapter of the Navajo Nation, which are collectively one of the 21 sites referenced above. The former operator conducted operations at these mines from 1954 to 1957, prior to Enpro's formation in 2002. In the 1990s, remediation work performed by others consisted of capping the exposed areas of these mines. We entered into an Administrative Settlement Agreement and Order on Consent for Interim Removal Action with the EPA effective November 7, 2017 for the investigation and remediation of these mines. We entered into a First Modification of Original Administrative Settlement Agreement and Order on Consent effective July 8, 2022 for the performance of Engineering Evaluations and Cost Analyses (EE/CA's) of potential remedial options at each of the mines. In 2020, the EPA initiated group discussions with EnPro Holdings and other potentially responsible parties to resolve various technical issues, including the development of cleanup standards. Based on these discussions and subsequent discussions with other responsible parties with similar sites, we have concluded that further remedial work beyond maintenance of and minor repairs to the existing caps is probable, and we have evaluated the feasibility of various remediation scenarios. Our reserve at June 30, 2025 for this site was $11.6 million, which reflects estimated costs to consolidate mining waste on-site and construct enhanced caps for each of the eight uranium mines and is the low end of the range of our reasonably likely liability with respect to these mines. Based on discussions with the EPA, EnPro Holdings will include multiple remedial options in the EE/CA for each of the mines, including an evaluation of consolidating and capping mining wastes on site and alternatives involving the excavation and transport of on-site mining waste to an off-site disposal location. If required, excavation and transport of mining wastes at one or more of the eight sites for off-site disposal would significantly increase costs, and we are not able at this time to estimate the upper end of a range of liability with respect to these mines.
On October 18, 2021, the United States District Court for the District of Arizona approved and entered a Consent Decree pursuant to which the U.S government will reimburse the Company for 35 % of necessary costs of response, as defined in 42 U.S.C. section 9601(25), previously or to be in the future incurred by the Company which arise out of or in connection with releases or threatened releases of hazardous substances at or emanating from these mines. Based on current reserve amounts, we
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expect future contributions of $3.8 million from the U.S. government towards remediation of these mines. This amount is included in other assets in the accompanying consolidated balance sheet at June 30, 2025.
GGB Industrial Site Remediation Act (ISRA) Investigation and Cleanup
Under the agreement governing the November 2022 sale of GGB to The Timken Company, Enpro retained responsibility for compliance with New Jersey's Industrial Site Remediation Act ("ISRA") with respect to two GGB facilities located in Thorofare, New Jersey, which are collectively one of the 21 sites referenced above. ISRA requires the environmental investigation and remediation of industrial properties in association with the closure, sale or transfer of operations. All work under ISRA must be conducted under the direction of a Licensed Site Remediation Professional (“LSRP”) certified by a state licensing board. On September 9, 2024, the Company’s LSRP submitted Preliminary Assessment and Site Investigation Reports (“PA/SI Reports”) for this site to the state agency, confirming that the preliminary assessment identified, among other things, concentrations of certain per- and polyfluoroalkyl substances (“PFAS”) in soil and groundwater at the site. The PA/SI Reports also include the LSRP’s recommendations to further investigate the PFAS impacts in soil and groundwater at the site. Our reserve at June 30, 2025 for the site was $2.4 million. These reserves are based on currently available facts about the site and may be revised as investigation of the site continues in accordance with the ISRA requirements, or based on future technical consultation with the state agency.
Water Valley
In connection with operation of a former division of EnPro Holdings, the Company has been implementing and managing a solution to clean trichloroethylene ("TCE") soil and groundwater contamination at the location of a former operation in Water Valley, Mississippi (the “Water Valley Facility”). The Water Valley Facility was operated by a corporate predecessor of EnPro Holdings from 1972 through 1996, prior to Enpro’s formation in 2002. By 1987, TCE was no longer used at the Water Valley Facility. In 1996, Enpro Holdings’ corporate predecessor sold the division, including the Water Valley Facility, to BorgWarner. In 2021, BorgWarner sold the Water Valley Facility to Solero Technologies, which currently operates it.
On June 4, 2024, eight former employees at the Water Valley Facility filed a complaint in the United States District Court, Northern District of Mississippi against Enpro Inc., EnPro Holdings and others alleging personal injury, nuisance, and other claims related to alleged exposure to TCE. In response to an order of the Federal Court issued on March 17, 2025 dismissing the former employees’ occupational exposure-related claims with prejudice based upon the exclusivity of the Mississippi Workers' Compensation Act and identifying defects in the remaining claims, the eight former employees filed an amended complaint with the Federal Court re-alleging certain of their remaining claims on March 31, 2025. EnPro Holdings has filed a motion to dismiss those claims in this amended complaint, which remains pending. Legal counsel for these former employees have indicated in preliminary discussions with the Company's legal counsel that they have identified a significant number of potential claimants who are not current or former employees of the Water Valley Facility for whom they may file complaints. At this time, the Company does not have further information regarding potential non-employee claimants and no such additional lawsuits have been filed.
From May 28, 2025 through July 18, 2025, 148 individuals, including the eight former employees who filed the amended complaint described above, filed petitions with the Mississippi Workers’ Compensation Commission alleging that they are former employees at the Water Valley Facility and suffered injury caused by workplace exposure to toxic chemicals. These claimants allegedly worked at the Water Valley Facility for periods spanning from prior to 1972 to present. These petitions name EnPro Holdings’ corporate predecessor and certain of the subsequent operators of the Water Valley Facility as potentially liable employers.
Our reserve at June 30, 2025 for the site was $7.9 million for on-going cleanup and monitoring costs and operation of a permanent vapor intrusion remediation system. Given the early stage of these pending legal proceedings, Enpro cannot estimate a range of reasonably possible outcomes of the pending Federal Court lawsuit of the eight former employees, the pending workers compensation petitions, or any other lawsuits or claims based on similar allegations, and no reserves have been accrued for such legal proceedings at June 30, 2025. We have notified relevant workers compensation and general liability insurers of the claims and petitions described above.
Other Environmental
In addition to the four sites discussed above, we have additional reserves of $16.1 million for the remaining 17 sites. These amounts represent a reasonable estimate of our probable future costs to remediate these sites given the facts and circumstances known at June 30, 2025.
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Crucible Steel Corporation a/k/a Crucible, Inc.
Crucible, which was engaged primarily in the manufacture and distribution of high technology specialty metal products, was a wholly owned subsidiary of EnPro Holdings until 1983 when its assets and liabilities were distributed to a new subsidiary, Crucible Materials Corporation. EnPro Holdings sold a majority of the outstanding shares of Crucible Materials Corporation in 1985 and divested its remaining minority interest in 2004. Crucible Materials Corporation filed for Chapter 11 bankruptcy protection in May 2009 and is no longer conducting operations.
We have certain ongoing obligations, which are included in other liabilities in our Consolidated Balance Sheets, including workers’ compensation, retiree medical and other retiree benefit matters, in addition to those mentioned previously related to EnPro Holdings' period of ownership of Crucible. Based on EnPro Holdings' prior ownership of Crucible, we may have certain additional contingent liabilities, including liabilities in one or more significant environmental matters included in the matters discussed in “Environmental” above. We are investigating these matters. Except with respect to those matters for which we have an accrued liability as discussed in "Environmental" above, we are unable to estimate a reasonably possible range of loss related to these contingent liabilities.
Warranties
We provide warranties on many of our products. The specific terms and conditions of these warranties vary depending on the product and the market in which the product is sold. We record a liability based upon estimates of the costs we may incur under our warranties after a review of historical warranty experience and information about specific warranty claims. Adjustments are made to the liability as claims data, historical experience, and trends result in changes to our estimate.
Changes in the product warranty liability for the six months ended June 30, 2025 and 2024 are as follows:
| 2025 | 2024 | ||||||||||
| (in millions) | |||||||||||
| Balance at beginning of year | $ | $ | |||||||||
| Net charges to expense | |||||||||||
| Settlements made | ( | ( | |||||||||
| Balance at end of period | $ | $ | |||||||||
15. Acquisitions
Acquisition of business
On January 29, 2024, Enpro acquired all of the equity securities of Advanced Micro Instruments, Inc. ("AMI"), a privately held company. AMI, based in Costa Mesa, California, is a leading provider of highly-engineered, application-specific analyzers and sensing technologies that monitor critical parameters to maintain infrastructure integrity, enable process efficiency, enhance safety, and facilitate the clean energy transition. AMI is included within the Sealing Technologies segment.
The following unaudited pro forma condensed consolidated financial results of operations for the quarter and six months ended June 30, 2024 are presented as if the acquisition had been completed prior to 2024:
| Quarter Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2024 | 2024 | ||||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||
| Pro forma net sales | $ | $ | |||||||||||||||||||||
| Pro forma net income | $ | $ | |||||||||||||||||||||
These amounts have been calculated after applying our accounting policies and adjusting the results of AMI to reflect the additional depreciation and amortization that would have been charged assuming the fair value adjustments to intangible assets had been applied prior to 2024. These pro forma financial results have been prepared for comparative purposes only and do not reflect the effect of any potential synergies as a result of the integration of AMI. The pro forma information does not purport to be indicative of the results of operations that actually would have resulted had the acquisition of AMI occurred prior to 2024, or of future results of Enpro Inc.
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Acquisition of non-controlling interests of Enpro subsidiaries
In connection with our acquisition of Alluxa in October 2020, three Alluxa executives (the "Alluxa Executives") received rollover equity interests in the form of approximately 7 % of the total equity interest of an entity we formed for the purpose of acquiring Alluxa (the "Alluxa Acquisition Subsidiary"). Pursuant to the limited liability operating agreement (the "Alluxa LLC Agreement") that was entered into with the completion of the transaction, each Alluxa Executive had the right to sell to us, and we had the right to purchase from each Alluxa Executive (collectively, the "Put and Call Rights"), one-third of the Alluxa Executive equity interests in the Alluxa Acquisition Subsidiary during each of three exercise periods in 2024, 2025 and 2026, with any amount not sold or purchased in a prior exercise period being carried forward to the subsequent exercise periods. In January 2024, we agreed with the Alluxa Executives to change the terms of the Put and Call Rights so that all outstanding equity interests could be acquired in 2024. In February of 2024, we acquired all outstanding equity interests in the Alluxa Acquisition Subsidiary for $17.9 million, which was the minimum fixed price set in the Alluxa LLC Agreement. As this transaction was for the acquisition of all remaining shares of a consolidated subsidiary with no change in control, it was recorded within shareholder's equity and as a financing cash flow in the Consolidated Statement of Cash Flows. Enpro is the sole owner of Alluxa.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following is management’s discussion and analysis of certain significant factors that have affected our financial condition, cash flows and operating results during the periods included in the accompanying unaudited consolidated financial statements and the related notes. You should read this in conjunction with those financial statements and the audited consolidated financial statements and related notes included in our annual report on Form 10-K for the fiscal year ended December 31, 2024.
Forward-Looking Information
This quarterly report on Form 10-Q includes statements that reflect projections or expectations of the future financial condition, results of operations and business of Enpro that are subject to risk and uncertainty. We believe those statements to be “forward-looking” statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. When used in this report, the words “may,” “hope,” “will,” “should,” “expect,” “plan,” “anticipate,” “intend,” “believe,” “estimate,” “predict,” “potential,” “continue,” “likely,” and other expressions generally identify forward-looking statements.
We cannot guarantee actual results or events will not differ materially from those projected, estimated, assigned or anticipated in any of the forward-looking statements contained in this report. Important factors that could result in those differences include those specifically noted in the forward-looking statements and those identified in Item 1A, “Risk Factors” of our annual report on Form 10-K for the year ended December 31, 2024, and in Part II, Item 1 of this quarterly report on Form 10-Q which include:
•economic conditions in the markets served by our businesses and the businesses of our customers, some of which are cyclical and experience periodic downturns and may be affected by the imposition or threat of imposition of tariffs;
•the impact of geopolitical activity on those markets, including instabilities associated with the armed conflict in Ukraine, the armed conflicts in the Middle East and any conflict or threat of conflict that may affect Taiwan;
•uncertainties with respect to the imposition, or threat of imposition, of government tariffs, including tariffs imposed in response to the significant tariffs announced by the U.S. government in 2025 and retaliatory tariffs announced in response thereto;
•uncertainties with respect to the imposition of government embargoes, , such as “anti-dumping” duties applicable to classes of products, and import or export licensing requirements, as well as the imposition of trade sanctions against a class of products imported from or sold and exported to, or the loss of “normal trade relations” status with, countries in which we conduct business, which could significantly increase our cost of products or otherwise reduce our sales and harm our business;
•uncertainties with respect to prices and availability of raw materials, including as a result of instabilities from geopolitical conflicts and the imposition of tariffs;
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•uncertainties with respect to our ability to achieve anticipated growth within the semiconductor, life sciences, and other technology-enabled markets, including uncertainties with respect to receipt of CHIPS Act support and the timing of completion of our new Arizona facility;
•the impact of fluctuations in relevant foreign currency exchange rates or unanticipated increases in applicable interest rates;
•unanticipated delays or problems in introducing new products;
•the impact of any labor disputes;
•announcements by competitors of new products, services or technological innovations;
•changes in our pricing policies or the pricing policies of our competitors;
•risks related to the reliance of our Advanced Surface Technologies segment on a small number of significant customers;
•uncertainties with respect to our ability to identify and complete business acquisitions consistent with our strategy and to successfully integrate any businesses that we acquire; and
•uncertainties with respect to the amount of any payments required to satisfy contingent liabilities, including those related to discontinued operations, other divested businesses and discontinued operations of our predecessors, including liabilities for certain products, environmental matters, employee benefit and statutory severance obligations and other matters.
We caution investors not to place undue reliance on our forward-looking statements, which speak only as of the date on which such statements were made.
Whenever you read or hear any subsequent written or oral forward-looking statements attributed to us or any person acting on our behalf, you should keep in mind the cautionary statements contained or referred to in this section. We do not undertake any obligation to release publicly any revisions to these forward-looking statements to reflect events or circumstances after the date of this report or to reflect the occurrence of unanticipated events.
Non-GAAP Financial Information
In our discussion of our outlook and results of operations, we utilize financial measures that have not been prepared in conformity with generally accepted accounting principles in the United States ("GAAP"). They include adjusted net income, adjusted diluted earnings per share, adjusted earnings before interest, taxes, depreciation, and amortization ("adjusted EBITDA"), and total adjusted segment EBITDA. Tables showing the reconciliation of these non-GAAP financial measures to the comparable GAAP measures are included in "— Results of Operations" and "—Reconciliations of Non-GAAP Financial Measures to the Comparable GAAP Measures"
We believe these non-GAAP metrics are commonly used financial measures for investors to evaluate our operating performance and, when read in conjunction with our consolidated financial statements, present a useful tool to evaluate our ongoing operations and performance from period to period. In addition, these non-GAAP measures are some of the factors we use in internal evaluations of the overall performance of our businesses. We acknowledge that there are many items that impact our reported results and the adjustments reflected in these non-GAAP measures are not intended to present all items that may have impacted these results. In addition, these non-GAAP measures we use are not necessarily comparable to similarly titled measures used by other companies.
Overview
Overview. Enpro is a leading-edge industrial technology company focused on critical applications across a diverse group of growing end markets such as semiconductor, industrial process, commercial vehicle, sustainable power generation, aerospace, food and pharmaceuticals, photonics, and life sciences. We have 15 primary manufacturing and service facilities located in 8 countries, including the United States. Enpro is a leader in applied engineering and designs, develops, manufactures, and markets proprietary, value-added products and solutions that safeguard a variety of critical environments.
Over the past several years, we have executed several strategic initiatives to focus the portfolio of businesses where we offer proprietary, industrial technology-related products and solutions with high barriers to entry, compelling margins, strong cash flow, and perpetual recurring/aftermarket revenue in markets with favorable secular tailwinds.
We manage our business as two segments: a Sealing Technologies segment and an Advanced Surface Technologies segment.
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Our Sealing Technologies segment engineers and manufactures value-added products and solutions that safeguard a variety of critical environments, including: metallic, non-metallic and composite material gaskets; dynamic seals; compression packing; elastomeric components; custom-engineered mechanical seals used in diverse applications; hydraulic components; test, measurement and sensing applications; sanitary gaskets; hoses and fittings for hygienic process industries; fluid transfer products for the pharmaceutical and biopharmaceutical industries; and commercial vehicle solutions used in wheel-end and suspension components.
These products are used in a variety of markets, including chemical and petrochemical processing, nuclear energy, hydrogen, natural gas, food and biopharmaceutical processing, primary metal manufacturing, mining, water and waste treatment, commercial vehicle, aerospace (including commercial space), medical, filtration and semiconductor fabrication. In all these industries, the performance and durability of our proprietary products and solutions are vital for the safety and environmental protection of our customers’ processes. Many of our products and solutions are used in highly demanding applications, often in harsh environments, where the cost of failure is extremely high relative to the cost of our offerings to our customers. These environments include those where extreme temperatures, extreme pressures, corrosive agents, strict tolerances, or worn equipment create challenges for product performance. Sealing Technologies offers customers widely recognized applied engineering, innovation, process know- how and enduring reliability, driving a lasting aftermarket for many of our products and solutions.
Our Advanced Surface Technologies ("AST") segment applies proprietary technologies, processes, and capabilities to deliver a highly differentiated suite of products and solutions for challenging applications in high-growth markets. The segment’s products and solutions are used in demanding environments requiring performance, precision and repeatability, with a low tolerance for failure. AST’s products and solutions include: (i) cleaning, coating, testing, refurbishment and verification for critical components and assemblies used in semiconductor manufacturing equipment, with meaningful exposures to state-of-the-art, advanced node chip applications; (ii) designing, manufacturing and selling specialized optical filters and proprietary thin-film coatings for the most challenging applications in the industrial technology, life sciences, and semiconductor markets; (iii) engineering and manufacturing complex front-end wafer processing sub-systems and new and refurbished electrostatic chuck pedestals for the semiconductor equipment industry; and (iv) engineering and manufacturing edge-welded metal bellows for the semiconductor equipment industry and critical applications in the space, aerospace and defense markets. In many instances, AST capabilities drive products and solutions that enable the performance of our customers’ high-value processes through an entire life cycle.
Acquisition. On January 29, 2024, Enpro acquired all of the equity securities of Advanced Micro Instruments, Inc. ("AMI"), a privately held company. AMI is a leading provider of highly-engineered, application-specific analyzers and sensing technologies that monitor critical parameters to maintain infrastructure integrity, enable process efficiency, enhance safety, and facilitate the clean energy transition and is based in Costa Mesa, California. AMI is included within the Sealing Technologies segment.
Highlights. Financial highlights for the quarters and six months ended June 30, 2025 and June 30, 2024 are as follows:
| Quarters Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| (in millions, except per share data) | |||||||||||||||||||||||
| Net sales | $ | 288.1 | $ | 271.9 | $ | 561.3 | $ | 529.4 | |||||||||||||||
| Net income | $ | 26.4 | $ | 26.7 | $ | 50.9 | $ | 39.2 | |||||||||||||||
| Diluted earnings per share | $ | 1.25 | $ | 1.27 | $ | 2.40 | $ | 1.86 | |||||||||||||||
| Adjusted net income | $ | 43.1 | $ | 43.9 | $ | 83.4 | $ | 77.0 | |||||||||||||||
Adjusted diluted earnings per share1 | $ | 2.03 | $ | 2.08 | $ | 3.93 | $ | 3.65 | |||||||||||||||
Adjusted EBITDA 1 | $ | 71.1 | $ | 74.0 | $ | 138.9 | $ | 132.5 | |||||||||||||||
1 A reconciliation of non-GAAP measures to their respective GAAP measure is located in the Reconciliation of Non-GAAP Financial Measures to the Comparable GAAP Measure at the end of this section.
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Results of Operations
| Quarters Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||
| Sales | |||||||||||||||||||||||
| Sealing Technologies | $ | 187.5 | $ | 184.0 | $ | 367.1 | $ | 355.6 | |||||||||||||||
| Advanced Surface Technologies | 100.9 | 88.1 | 194.7 | 174.1 | |||||||||||||||||||
| 288.4 | 272.1 | 561.8 | 529.7 | ||||||||||||||||||||
| Intersegment sales | (0.3) | (0.2) | (0.5) | (0.3) | |||||||||||||||||||
| Net sales | $ | 288.1 | $ | 271.9 | $ | 561.3 | $ | 529.4 | |||||||||||||||
| Net income | $ | 26.4 | $ | 26.7 | $ | 50.9 | $ | 39.2 | |||||||||||||||
| Adjusted Segment EBITDA | |||||||||||||||||||||||
| Sealing Technologies | $ | 63.3 | $ | 65.4 | $ | 122.0 | $ | 118.4 | |||||||||||||||
| Advanced Surface Technologies | 19.8 | 19.1 | 40.3 | 36.4 | |||||||||||||||||||
| Total Adjusted Segment EBITDA | $ | 83.1 | $ | 84.5 | $ | 162.3 | $ | 154.8 | |||||||||||||||
| Reconciliations of Net Income to Adjusted Segment EBITDA | |||||||||||||||||||||||
| Net income | 26.4 | 26.7 | 50.9 | 39.2 | |||||||||||||||||||
| Income tax expense | (9.1) | (9.7) | (16.9) | (11.5) | |||||||||||||||||||
| Income before income taxes | 35.5 | 36.4 | 67.8 | 50.7 | |||||||||||||||||||
| Acquisition expenses | 0.3 | 0.2 | 0.5 | 3.5 | |||||||||||||||||||
| Amortization of the fair value adjustment to acquisition date inventory | — | — | — | 1.7 | |||||||||||||||||||
| Restructuring expense (income), net | (0.2) | 0.6 | 0.5 | 1.1 | |||||||||||||||||||
| Depreciation and amortization expense | 25.2 | 25.2 | 50.4 | 49.8 | |||||||||||||||||||
| Corporate expenses | 12.1 | 10.5 | 23.4 | 22.7 | |||||||||||||||||||
| Interest expense, net | 7.5 | 9.5 | 15.5 | 17.7 | |||||||||||||||||||
| Other expense | 2.7 | 2.1 | 4.2 | 7.6 | |||||||||||||||||||
| Adjusted Segment EBITDA | $ | 83.1 | $ | 84.5 | $ | 162.3 | $ | 154.8 | |||||||||||||||
We measure operating performance of our reportable segments based on segment earnings before interest, income taxes, depreciation, amortization, and other selected items ("Adjusted Segment EBITDA" or "Segment AEBITDA"), which is segment revenue reduced by operating expenses and other costs identifiable with the segment, excluding acquisition expenses, restructuring costs, net of gains on restructuring-related sales of assets, amortization of the fair value adjustment to acquisition date inventory, and depreciation and amortization. Adjusted Segment EBITDA is not defined under GAAP and may not be comparable to similarly titled measures used by other companies. Corporate expenses include general corporate administrative costs. Segment non-operating expenses and income, corporate expenses, net interest expense, and income taxes are not included in the computation of Adjusted Segment EBITDA. The accounting policies of the reportable segments are the same as those for Enpro.
Other expense in the table above represents other expense (non-operating) on our Consolidated Statements of Operations for the respective periods presented.
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Second Quarter of 2025 Compared to the Second Quarter of 2024
Sales of $288.1 million in the second quarter of 2025 increased 6.0% from $271.9 million last year. The following table summarizes the impact of foreign currency on segment sales:
| Sales | Percent Change Quarter Ended June 30, 2025 vs. Quarter Ended June 30, 2024 | |||||||||||||||||||||||||
| increase/(decrease) | Organic | Foreign Currency | Total | |||||||||||||||||||||||
| Enpro Inc. | 5.6 | % | 0.4 | % | 6.0 | % | ||||||||||||||||||||
| Sealing Technologies | 1.5 | % | 0.4 | % | 1.9 | % | ||||||||||||||||||||
| Advanced Surface Technologies | 14.5 | % | — | % | 14.5 | % | ||||||||||||||||||||
Discussion of year-over-year operating performance for each segment for the second quarter of 2025:
Sealing Technologies. Sales of $187.5 million in the second quarter of 2025 increased 1.9% compared to $184.0 million in the same period of 2024. Excluding foreign exchange translation ($0.8 million), sales were up 1.5% or $2.7 million. Strength in aerospace and food and pharmaceutical demand, firm general industrial performance, and strategic pricing ($5.2 million) more than offset continued softness in the commercial vehicle OEM market and timing of the nuclear deliveries year-over-year.
Adjusted Segment EBITDA of $63.3 million in the second quarter of 2025 decreased 3.2% from $65.4 million in the second quarter of 2024. Segment AEBITDA margin narrowed slightly to 33.8% in the second quarter of 2025 from 35.5% last year. Excluding foreign exchange translation ($0.1 million), adjusted Segment EBITDA decreased 3.4%, or $2.2 million, driven by transactional foreign exchange headwinds ($1.9 million), slight variations in mix and timing of deliveries. Last year, segment profitability exceeded 35% for the first time.
Advanced Surface Technologies. Sales of $100.9 million in the second quarter of 2025 increased 14.5% or $12.8 million compared to sales of $88.1 million in the same period last year. Continued growth in precision cleaning solutions, optical coatings, and improved demand for in-chamber semiconductor tools and assemblies drove the sales increase.
Adjusted Segment EBITDA of $19.8 million in the second quarter of 2025 increased 3.7% from $19.1 million in the comparable period of 2024. Segment AEBITDA margin decreased to 19.6% from 21.7% in the second quarter of 2024. Contribution from the increase in sales was primarily offset by unfavorable foreign currency exchange rates ($2.8 million), a mix shift toward certain in-chamber tools and assemblies and increased labor and manufacturing overhead expenses ($2.5 million) in support of new platforms and long-term growth initiatives.
Corporate expenses for the second quarter of 2025 of $12.1 million increased $1.6 million as compared to the same period in 2024, primarily due to increased incentive compensation accruals and increased health insurance costs, partially offset by lower restructuring costs and professional fees.
Interest expense, net in the second quarter of 2025 decreased by $2.0 million from the second quarter of 2024 primarily driven by lower outstanding debt in 2025.
Other expense, net in the second quarter of 2025 increased $0.6 million compared to the same period in 2024, primarily due to a loss on the extinguishment of debt ($1.7 million), higher non-service pension related costs ($0.7 million), and an increase to insurance receivables in the prior year as a result of selling a claim from an insolvent carrier related to legacy matters ($0.6 million), partially offset by a year-over-year decrease in environmental costs ($2.8 million).
The effective tax rates for the quarters ended June 30, 2025 and 2024 were 25.5% and 26.7%, respectively. The effective tax rate for the quarters ended June 30, 2025 and June 30, 2024 are higher than the U.S. Federal tax rate primarily driven by higher tax rates in most foreign jurisdictions and state tax on domestic earnings partially offset by various tax credits.
Net income was $26.4 million, or $1.25 per share, in the second quarter of 2025 compared to $26.7 million, or $1.27 per share, in the second quarter of 2024. Earnings per share is expressed on a fully diluted basis.
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Six Months Ended June 30, 2025 Compared to the Six Months Ended June 30, 2024
Sales of $561.3 million in the first six months of 2025 increased 6.0% from $529.4 million last year. The following table summarizes the impact of an acquisition and foreign currency on segment sales:
| Sales | Percent Change Six Months Ended June 30, 2025 vs. Six Months Ended June 30, 2024 | |||||||||||||||||||||||||
| increase/(decrease) | Organic | Acquisition | Foreign Currency | Total | ||||||||||||||||||||||
| Enpro Inc. | 5.8 | % | 0.6 | % | (0.4) | % | 6.0 | % | ||||||||||||||||||
| Sealing Technologies | 3.0 | % | 0.9 | % | (0.7) | % | 3.2 | % | ||||||||||||||||||
| Advanced Surface Technologies | 11.8 | % | — | % | — | % | 11.8 | % | ||||||||||||||||||
Discussion of year-over-year operating performance for each segment for the first six months of 2025:
Sealing Technologies: Sales of $367.1 million in the first six months of 2025 increased 3.2% compared to $355.6 million in the prior-year period. Excluding unfavorable foreign exchange translation ($2.1 million) and partial contribution from an acquisition completed in late January 2024 ($3.2 million), sales were up 2.9%, or $10.4 million. The increase in sales was driven primarily by strength in aerospace and food and pharmaceutical demand ($2.0 million) and strategic pricing and mix ($8.5 million), offset in part by weak commercial vehicle OEM demand.
Adjusted Segment EBITDA of $122.0 million in the first six months of 2025 increased 3.0% , or $3.6 million, from $118.4 million in the comparable period of 2024. Adjusted Segment EBITDA margin of 33.2% in the first six months of 2025 was flat compared to the prior-year period. Excluding the unfavorable foreign exchange translation ($1.1 million) and partial contribution from an acquisition completed in late January 2024 ($1.6 million), Adjusted Segment EBITDA increased 2.6%, or $3.1 million. Contribution from the increase in sales ($9.9 million) in the first six months of 2025 was partially offset by increased personnel and administrative costs ($1.6 million), incentive compensation accruals ($0.8 million), and unfavorable foreign currency exchange rates ($2.8 million).
Advanced Surface Technologies: Sales of $194.7 million in the first six months of 2025 increased 11.8%, or $20.6 million, compared to $174.1 million in the prior-year period. Continued growth in leading-edge precision cleaning solutions and optical coatings, as well as improved demand for in-chamber semiconductor tools and assemblies drove the increase in sales.
Adjusted Segment EBITDA of $40.3 million in the first six months of 2025 increased 10.7%, or $3.9 million, from $36.4 million in the comparable period of 2024. Adjusted Segment EBITDA margin of 20.7% was down slightly from 20.9% in the prior-year period. Contribution from the increase in sales was partially offset by unfavorable foreign currency exchange rates ($3.0 million), increased operating expenses ($4.3 million) in support of new platforms and long-term growth initiatives.
Corporate expenses for the first six months of 2025 of $23.4 million increased $0.7 million as compared to the same period of 2024, primarily due to increased incentive compensation accruals and higher health insurance costs, partially offset by lower restructuring costs and professional fees.
Interest expense, net in the first six months of 2025 decreased by $2.2 million compared to the first six months of 2024 primarily driven by lower outstanding debt in 2025.
Other expense in the first six months of 2025 decreased $3.4 million compared to the same period last year, primarily due to the prior-year increase in the valuation reserve on a long-term promissory note received in partial consideration for the sale of a non-strategic business in 2020 ($4.5 million) and a decrease in environmental costs ($3.0 million), partially offset by a loss on the extinguishment of debt ($1.7 million), higher non-service pension related costs ($1.5 million), and an increase to insurance receivables in the prior year as a result of selling a claim from an insolvent carrier related to legacy matters ($0.6 million).
The effective tax rates for the six months ended June 30, 2025 and 2024 were 24.9% and 22.7%, respectively. The effective tax rate for the six months ended June 30, 2025 is higher than the U.S. Federal tax rate primarily driven by higher tax rates in most foreign jurisdictions and state tax on domestic earnings partially offset by various tax credits. The effective tax rate for the six months ended June 30, 2024 is higher than the U.S. Federal tax rate primarily driven by higher tax rates in most foreign jurisdictions partially offset by favorable state amended return filings and additional tax benefit related to share-based payment awards.
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Net income was $50.9 million, or $2.40 per share, in the first six months of 2025 compared to $39.2 million, or $1.86 per share, in the first six months of 2024. Earnings per share is expressed on a diluted basis.
Backlog
As of June 30, 2025, the aggregate amount of transaction price of remaining performance obligations, or backlog, on a consolidated basis was $273.8 million. Approximately 95% of these obligations are expected to be satisfied within one year. There is no certainty these orders will result in actual sales at the times or in the amounts ordered. In addition, for most of our business, backlog is not particularly predictive of future performance due to shorter lead times for our leading-edge aftermarket or recurring solutions across both segments and some seasonality.
Liquidity and Capital Resources
Cash requirements for, but not limited to, working capital, capital expenditures, acquisitions, and debt repayments have been funded from cash balances on hand, revolver borrowings and cash generated from operations. We are proactively pursuing acquisition opportunities. Should we need additional capital, we have resources available, which are discussed in this section under the heading “Capital Resources.”
As of June 30, 2025, we held $14.8 million of cash and cash equivalents in the United States and $92.3 million of cash 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, distributions subject to a 100 percent dividends-received deduction for income tax purposes, or distributions of previously-taxed earnings.
Because of the transition tax, GILTI, and Subpart F provisions, undistributed earnings of our foreign subsidiaries totaling $187.1 million at December 31, 2023 have been subjected to U.S. income tax or are eligible for the 100 percent dividends-received deduction under Section 245A of the Internal Revenue Code provided in the Tax Cuts and Jobs Act. Additionally, undistributed earnings are estimated to be $174 million as of June 30, 2025. Whether through the application of the 100 percent dividends-received deduction, or distribution of these previously-taxed earnings, we do not intend to distribute foreign earnings that will be subject to any significant incremental U.S. or foreign tax. During the first six months of 2025, we repatriated $137.2 million. We have determined that estimating any tax liability on our investment in foreign subsidiaries is not practicable. Therefore, we have not recorded any deferred tax liability on undistributed earnings of foreign subsidiaries.
Cash Flows
Operating activities provided $73.2 million of cash in the first six months of 2025 and $49.5 million of cash in the first six months of 2024. The year-over-year increase was primarily driven by higher net income and lower cash payments of incentive compensation, partially offset by higher cash taxes paid.
Investing activities used $19.6 million of cash in the first six months of 2025 compared to $223.1 million of cash used in investing activities last year. This decrease is primarily driven by the 2024 acquisition of AMI ($209.4 million).
Financing activities used $194.9 million of cash in the first six months of 2025, primarily driven by $851.5 million in repayments of debt, $7.7 million in debt issuance costs, and $13.2 million used for dividends, partially offset by $680 million in proceeds from issuing debt. Financing activities in the first six months of 2024 used $19.0 million, primarily from $17.9 million used for the acquisition of Alluxa non-controlling interests and $12.7 million used for dividends paid partially offset by $13.9 million in net borrowings.
Capital Resources
Senior Secured Credit Facilities. On April 9, 2025, we entered into a Second Amendment to Third Amended and Restated Credit Agreement dated as of April 9, 2025 (the “Amended Credit Facility Agreement”) among the Company and our subsidiary, EnPro Holdings, Inc. ("EnPro Holdings"), as borrowers, certain foreign subsidiaries of the Company from time to time party thereto, as designated borrowers, the guarantors party thereto, the lenders party thereto and Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer. The Amended Credit Facility Agreement amended the agreement then governing our senior secured credit facilities and provides for a senior secured revolving credit facility of up to $800.0 million (the “Revolving Credit Facility”), which will mature on April 9, 2030. On April 9, 2025, in connection with our entry into the Amended Credit Facility Agreement, we repaid the remaining outstanding principal amount of term loan borrowings outstanding under the agreement governing our senior secured credit facilities prior to such amendment, funded by borrowings under the Revolving Credit Facility and $59.8 million of available cash.
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The Amended Credit Facility Agreement provides that we may seek incremental term loans and/or additional revolving credit commitments in an amount equal to the greater of $275.0 million and 100% of consolidated EBITDA for the most recently ended four-quarter period for which we have reported financial results, plus additional amounts based on a consolidated senior secured leverage ratio. Any incremental term loans will be subject to prepayment with the net cash proceeds of non-permitted debt issuances and with the net cash proceeds of certain asset sales and casualty or condemnation events not reinvested in our business or applied to prepay such term loans within a specified period. Borrowings under the Revolving Credit Facility, at our option, bear interest at either (1) an alternate base rate (the highest of (a) the federal funds effective rate plus 0.50%, (b) the prime rate of Bank of America, N.A., and (c) the one-month Term SOFR rate plus 1.00%) or (2) the Term SOFR rate for the applicable interest period plus, in each case, an applicable margin percentage, which initially is 1.375% for Term SOFR borrowings and 0.375% for alternate base rate borrowings and is subject to incremental increase or decrease based on a consolidated total net leverage ratio. In addition, a commitment fee accrues with respect to the unused amount of the Revolving Credit Facility at an annual rate of 0.175% initially, which rate is also subject to incremental increase or decrease based on a consolidated total net leverage ratio.
Enpro Inc. and EnPro Holdings are the permitted borrowers under the Amended Credit Facility Agreement. We have the ability to add wholly owned foreign subsidiaries as borrowers under the Revolving Credit Facility. Each of our domestic, consolidated subsidiaries (subject to certain exclusions) is required to guarantee the obligations of the borrowers under the Amended Credit Facility Agreement and, subject to the permitted exceptions, each of the Company’s existing domestic subsidiaries has entered into the Amended Credit Facility Agreement to provide such a guarantee.
Collateral. Borrowings under the Amended Credit Facility Agreement are secured by a first priority pledge of the following assets:
•100% of the capital stock of each domestic, consolidated subsidiary of Enpro Inc.;
•65% of the capital stock of any first tier foreign subsidiary of Enpro Inc. and its domestic subsidiaries (subject to certain exclusions); and
•substantially all of the assets (including, without limitation, machinery and equipment, inventory and other goods, accounts receivable, bank accounts, general intangibles, financial assets, investment property, license rights, patents, trademarks, trade names, copyrights, chattel paper, insurance proceeds, contract rights, hedge agreements, documents, instruments, indemnification rights, tax refunds and cash, but excluding real estate interests) of Enpro Inc. and the subsidiary guarantors.
Financial Covenants. The Amended Credit Facility Agreement contains certain financial covenants and required financial ratios, including:
•a maximum consolidated total net leverage ratio of not more than 4.0 to 1.0 (with total debt, for the purposes of such ratio, to be net of unrestricted cash of Enpro Inc. and its consolidated subsidiaries), which ratio may be increased (up to three times) at the borrowers’ option to not more than 4.5 to 1.0 for the four-quarter period following a significant acquisition; and
•a minimum consolidated interest coverage ratio of at least 2.5 to 1.0.
Affirmative and Negative Covenants. The Amended Credit Facility Agreement contains affirmative and negative covenants (subject, in each case, to customary exceptions and qualifications), including covenants that limit our ability to, among other things:
• grant liens on our assets;
• incur additional indebtedness (including guarantees and other contingent obligations);
• make certain investments (including loans and advances);
• merge or make other fundamental changes;
• sell or otherwise dispose of property or assets;
• pay dividends and other distributions and prepay certain indebtedness;
• make changes in the nature of our business;
• enter into transactions with our affiliates;
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• enter into burdensome contracts; and
• modify or terminate documents related to certain indebtedness.
Events of Default. The Amended Credit Facility Agreement 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, certain changes of control of Enpro Inc. and the invalidity of subordination provisions of subordinated indebtedness.
Availability and Compliance. The borrowing availability under our Revolving Credit Facility at June 30, 2025 was $770.4 million after giving consideration to $9.6 million of outstanding letters of credit and $20.0 million of outstanding borrowings. We were in compliance with all covenants of the Amended Credit Facility Agreement as of June 30, 2025.
Senior Notes. On May 29, 2025, we completed the offering of $450 million in aggregate principal amount of 6.125% Senior Notes due 2033 (the “Senior Notes”). The Senior Notes were issued to investors at 100% of the principal amount thereof. The Senior Notes are unsecured, unsubordinated obligations of Enpro Inc. and mature on June 1, 2033. Interest on the Senior Notes accrues at a rate of 6.125% per annum and is payable semi-annually in cash in arrears on June 1 and December 1 of each year, commencing December 1, 2025. The Senior Notes are required to be guaranteed on a senior unsecured basis by each of Enpro’s existing and future direct and indirect domestic subsidiaries that is a borrower under, or guarantees, our indebtedness under the Revolving Credit Facility or guarantees any other Capital Markets Indebtedness (as defined in the indenture governing the Senior Notes) of Enpro or any of the guarantors above a specified threshold. We may, on any one or more occasions, redeem all or a part of the Senior Notes at specified redemption prices plus accrued and unpaid interest.
The indenture governing the Senior Notes includes covenants that restrict our ability, subject to specified exceptions and qualifications set forth in the indenture, to incur liens on assets, engage in certain asset sales, including sale and leaseback transactions, and merge, consolidate, transfer or dispose of all or substantially all assets. The indenture further requires us to offer to repurchase the Senior Notes at a price equal to 100.0% of the principal amount thereof plus accrued and unpaid interest, in the event that the net cash proceeds of certain asset sales are not reinvested in acquisitions, capital expenditures, or used to repay or otherwise reduce specified indebtedness within a specified period, to the extent the remaining net proceeds exceed a specified amount.
Each holder of the Senior Notes may require us to repurchase some or all of the Senior Notes held by such holder for cash upon the occurrence of a defined “change of control” event. Our ability to redeem the Senior Notes prior to maturity is subject to certain conditions, including in certain cases the payment of make-whole amounts.
We applied a portion of the net proceeds from the sale of the Senior Notes to fund the redemption on June 12, 2025 of all of our outstanding 5.75% Senior Notes due 2026 (having an aggregate principal amount of $350 million) at a redemption price equal to 100% of the aggregate principal amount thereof, plus accrued but unpaid interest to, but not including, the redemption date.
At June 30, 2025, we were in compliance with all of the covenants of the indenture governing the Senior Notes.
Share Repurchase Program. Enpro’s board of directors approved a share repurchase authorization in October 2024, replacing the previous $50.0 million authorization that had expired. No shares were purchased under the prior repurchase program. Under the replacement authorization, which is identical to the prior authorization, the Company may repurchase up to $50.0 million of shares in both open market and privately negotiated transactions. The Company’s management is authorized to determine the timing and amount of any such repurchases based on its evaluation of market conditions, capital alternatives, and other factors. Repurchases may also be made under Rule 10b5-1 plans, which could result in the repurchase of shares during periods when the Company otherwise would be precluded from doing so under insider trading laws. The renewed share repurchase authorization expires in October 2026.
Critical Accounting Estimates
Please refer to "Critical Accounting Estimates" in "Management's Discussion and Analysis of Financial Condition and Results of Operations" included in our annual report on Form 10-K for the fiscal year ended December 31, 2024, for a discussion of our critical accounting estimates, which is incorporated here by reference.
31
Contingencies
A description of our contingencies is included in Note 14 to the Consolidated Financial Statements in this report, which is incorporated herein by reference.
Reconciliations of Non-GAAP Financial Measures to the Comparable GAAP Measures
We believe that it would be helpful to the readers of the financial statements to understand the impact of certain selected items on our reported net income and diluted earnings per share, including items that may recur from time to time. The items adjusted for in these non-GAAP financial measures are those that are excluded by management in budgeting or projecting for performance in future periods, as they typically relate to events specific to the period in which they occur. Accordingly, these are some of the factors the company uses in internal evaluations of the overall performance of its businesses. In addition, management believes these non-GAAP financial measures are commonly used financial measures for investors to evaluate the company’s operating performance and, when read in conjunction with the company’s consolidated financial statements, present a useful tool to evaluate the company’s ongoing operations and performance from period to period. Management acknowledges that there are many items that impact a company’s reported results and the adjustments reflected in these non-GAAP financial measures are not intended to present all items that may have impacted these results. In addition, these non-GAAP measures are not necessarily comparable to similarly titled measures used by other companies.
A reconciliation of (i) net income to adjusted net income, including on a per share basis, and (ii) net income to adjusted EBITDA for the quarters and six months ended June 30, 2025 and 2024 as set forth below.
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Reconciliation of Net Income to Adjusted Net Income and Adjusted Diluted Earnings Per Share
| Quarters Ended June 30, | ||||||||||||||||||||||||||
| 2025 | 2024 | |||||||||||||||||||||||||
| (in millions, except per share amounts) | $ | Average common shares outstanding, diluted | Per Share | $ | Average common shares outstanding, diluted | Per Share | ||||||||||||||||||||
| Net income | $ | 26.4 | 21.2 | $ | 1.25 | $ | 26.7 | 21.1 | $ | 1.27 | ||||||||||||||||
| Income tax expense | 9.1 | 9.7 | ||||||||||||||||||||||||
| Income before income taxes | 35.5 | 36.4 | ||||||||||||||||||||||||
| Adjustments from selling, general, and administrative: | ||||||||||||||||||||||||||
| Acquisition expenses | 0.3 | 0.2 | ||||||||||||||||||||||||
| Amortization of acquisition-related intangible assets | 19.1 | 19.2 | ||||||||||||||||||||||||
| Adjustments from other operating expense and cost of sales: | ||||||||||||||||||||||||||
| Restructuring expense (income), net | (0.1) | 0.7 | ||||||||||||||||||||||||
| Adjustments from other non-operating expense: | ||||||||||||||||||||||||||
| Asbestos receivable adjustment | — | (0.6) | ||||||||||||||||||||||||
| Environmental reserve adjustment | (0.7) | 2.1 | ||||||||||||||||||||||||
| Costs associated with previously disposed businesses | 0.4 | 0.1 | ||||||||||||||||||||||||
| Pension expense - non-service cost | 0.8 | 0.1 | ||||||||||||||||||||||||
| Loss on extinguishment | 1.7 | — | ||||||||||||||||||||||||
Foreign exchange losses related to the divestiture of a discontinued operation | — | 0.4 | ||||||||||||||||||||||||
| Other adjustments: | ||||||||||||||||||||||||||
| Other | 0.5 | (0.1) | ||||||||||||||||||||||||
| Adjusted income before income taxes | 57.5 | 58.5 | ||||||||||||||||||||||||
| Adjusted income tax expense | (14.4) | (14.6) | ||||||||||||||||||||||||
| Adjusted net income | $ | 43.1 | 21.2 | $ | 2.03 | 2 | $ | 43.9 | 21.1 | $ | 2.08 | 2 | ||||||||||||||
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| Six Months Ended June 30, | ||||||||||||||||||||||||||
| 2025 | 2024 | |||||||||||||||||||||||||
| (in millions, except per share amounts) | $ | Average common shares outstanding, diluted | Per Share | $ | Average common shares outstanding, diluted | Per Share | ||||||||||||||||||||
| Net income | $ | 50.9 | 21.2 | $ | 2.40 | $ | 39.2 | 21.1 | $ | 1.86 | ||||||||||||||||
| Income tax expense | 16.9 | 11.5 | ||||||||||||||||||||||||
| Income before income taxes | 67.8 | 50.7 | ||||||||||||||||||||||||
| Adjustments from selling, general, and administrative: | ||||||||||||||||||||||||||
| Acquisition expenses | 0.5 | 3.5 | ||||||||||||||||||||||||
| Amortization of acquisition-related intangible assets | 38.1 | 37.7 | ||||||||||||||||||||||||
| Adjustments from other operating expense and cost of sales: | ||||||||||||||||||||||||||
| Restructuring expense (income), net | 0.6 | 1.5 | ||||||||||||||||||||||||
| Amortization of the fair value adjustment to acquisition date inventory | — | 1.7 | ||||||||||||||||||||||||
| Adjustments from other non-operating expense: | ||||||||||||||||||||||||||
| Asbestos receivable adjustment | — | (0.6) | ||||||||||||||||||||||||
| Environmental reserve adjustment | (0.7) | 2.3 | ||||||||||||||||||||||||
| Costs associated with previously disposed businesses | 0.6 | 0.4 | ||||||||||||||||||||||||
| Pension expense - non-service cost | 1.6 | 0.1 | ||||||||||||||||||||||||
| Loss on extinguishment | 1.7 | — | ||||||||||||||||||||||||
Foreign exchange losses related to the divestiture of a discontinued operation | 0.4 | 0.9 | ||||||||||||||||||||||||
Long-term promissory note reserve1 | — | 4.5 | ||||||||||||||||||||||||
| Other adjustments: | ||||||||||||||||||||||||||
| Other | 0.5 | — | ||||||||||||||||||||||||
| Adjusted income before income taxes | 111.1 | 102.7 | ||||||||||||||||||||||||
| Adjusted income tax expense | (27.7) | (25.7) | ||||||||||||||||||||||||
| Adjusted net income | $ | 83.4 | 21.2 | $ | 3.93 | 2 | $ | 77.0 | 21.1 | $ | 3.65 | 2 | ||||||||||||||
1We received a long-term promissory note in connection to the sale of a divested business. As part of our regular review of the note, in the first quarter of 2024 we concluded a reserve was needed for expected future credit losses. We monitor the note quarterly and make adjustments as needed.
2Adjusted diluted earnings per share.
The adjusted income tax expense presented above is calculated using a normalized company-wide effective tax rate excluding discrete items of 25.0%.
34
Reconciliation of Net Income to Adjusted EBITDA
| Quarters Ended | Six Months Ended | ||||||||||||||||
| June 30, | June 30, | ||||||||||||||||
| (in millions) | 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Net income | $ | 26.4 | $ | 26.7 | $ | 50.9 | $ | 39.2 | |||||||||
| Adjustments to arrive at earnings before interest, income taxes, depreciation, amortization, and other selected items (Adjusted EBITDA): | |||||||||||||||||
| Interest expense, net | 7.5 | 9.5 | 15.5 | 17.7 | |||||||||||||
| Income tax expense | 9.1 | 9.7 | 16.9 | 11.5 | |||||||||||||
| Depreciation and amortization expense | 25.2 | 25.2 | 50.4 | 49.8 | |||||||||||||
| Restructuring expense (income), net | (0.1) | 0.7 | 0.6 | 1.5 | |||||||||||||
| Environmental reserve adjustments | (0.7) | 2.1 | (0.7) | 2.3 | |||||||||||||
| Costs associated with previously disposed businesses | 0.4 | 0.1 | 0.6 | 0.4 | |||||||||||||
| Acquisition expenses | 0.3 | 0.2 | 0.5 | 3.5 | |||||||||||||
| Pension expense - non-service cost | 0.8 | 0.1 | 1.6 | 0.1 | |||||||||||||
| Asbestos receivable adjustment | — | (0.6) | — | (0.6) | |||||||||||||
| Amortization of the fair value adjustment to acquisition date inventory | — | — | — | 1.7 | |||||||||||||
| Loss on extinguishment | 1.7 | — | 1.7 | — | |||||||||||||
Foreign exchange losses related to the divestiture of a discontinued operation | — | 0.4 | 0.4 | 0.9 | |||||||||||||
Long-term promissory note reserve1 | — | — | — | 4.5 | |||||||||||||
| Other | 0.5 | (0.1) | 0.5 | — | |||||||||||||
| Adjusted EBITDA | $ | 71.1 | $ | 74.0 | $ | 138.9 | $ | 132.5 | |||||||||
1 We received a long-term promissory note in connection to the sale of a divested business. As part of our regular review of the note, in the first quarter of 2024 we concluded a reserve was needed for expected future credit losses. We monitor the note quarterly and make adjustments as needed.
Adjusted EBITDA as presented in the table above also represents the amount defined as "EBITDA" under the Indenture.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
We are exposed to certain market risks as part of our ongoing business operations, including risks from changes in foreign currency exchange rates and interest rates that could impact our financial condition, results of operations and cash flows. We manage our exposure to these and other market risks through regular operating and financing activities and through the use of derivative financial instruments. We intend to use derivative financial instruments as risk management tools and not for speculative investment purposes. For information about our interest rate risk, see “Quantitative and Qualitative Disclosures about Market Risk – Interest Rate Risk” in our annual report on Form 10-K for the year ended December 31, 2024.
Foreign Currency Risk
We are exposed to foreign currency risks that arise from normal business operations. These risks include the translation of local currency balances 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 periodically enter into contracts to hedge forecasted transactions that are denominated in foreign currencies. As part of our regular practice, we entered into a forward contract to hedge a 95 million Euro exposure on an intercompany note agreement related to proceeds from the sale of our former GGB business, allocated to foreign subsidiaries. The notional amount of foreign exchange contracts was $103.7 million at
35
December 31, 2024. This intercompany note and the corresponding foreign exchange contracts were both settled in March 2025.
The earnings impact of these foreign exchange contract are recorded in selling, general and administrative expense in the Consolidated Statements of Operations. The balances of foreign exchange derivative assets are recorded in other current assets and the balances of foreign exchange derivative liabilities are recorded in accrued expenses in the Consolidated Balance Sheets.
In May 2019, we entered into cross-currency swap agreements with an aggregate notional amount of $100.0 million to manage foreign currency risk by effectively converting a portion of the interest payments related to our fixed-rate USD-denominated Senior Notes, including the semi-annual interest payments thereunder, to interest payments on fixed-rate Euro-denominated debt of 89.6 million Euro with a weighted average interest rate of 3.5%, with interest payment dates of April 15 and October 15 of each year. These swap agreements mature on October 15, 2026.
During the term of these swap agreements, we will receive semi-annual payments from the counterparties due to the difference between the interest rate on the Senior Notes and the interest rate on the Euro debt underlying the additional swap agreements. There was no principal exchange at the inception of the arrangements, and there will be no exchange at maturity. At maturity (or earlier at our option), we and the counterparties will settle swap agreements at their fair value in cash based on the aggregate notional amount and the then-applicable currency exchange rate compared to the exchange rate at the time swap agreements were entered into.
Commodity Risk
We source a wide variety of materials and components from a network of global suppliers. While such materials are typically available from numerous suppliers, commodity raw materials such as steel, engineered plastics, copper and polymers, are subject to price fluctuations, 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.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our chief executive officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)). The purpose of our disclosure controls and procedures is to provide reasonable assurance that information required to be disclosed in our reports filed under the Exchange Act, including this report, is recorded, processed, summarized and reported within the time periods specified, and that such information is accumulated and communicated to our management to allow timely decisions regarding disclosure.
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 June 30, 2025, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
36
PART II
OTHER INFORMATION
Item 1. Legal Proceedings.
A description of environmental and other legal matters is included in Note 14 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 course of business. We believe that the outcome of such other litigation and legal proceedings will not have a material adverse effect on our financial condition, results of operations and cash flows.
Item 1A. Risk Factors.
An investment in our common stock involves risks. For a detailed discussion of the risks that affect our business please refer to the section titled “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024. Other than as noted below, there have been no material changes to our risk factors as previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2024.
Increased costs for raw materials, the termination of existing supply arrangements or other disruptions of our supply chain has had, and could continue in the future to have, a material adverse effect on our business.
We have seen organic changes related to price increases of raw materials in the past, which has adversely affected our business and results of operations. The prices of some of our raw materials may continue to increase due to supply chain limitations or the imposition (or announcement of the intended imposition) of new or increased tariffs or changes in trade laws, including tariffs announced by the U.S. government in 2025 and retaliatory tariffs announced in response thereto. While we have been successful in passing along some 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, the unavailability of a key raw material, or other disruptions of our supply chain could adversely affect our business, financial condition, results of operations and cash flows. In addition, we have limited sources for certain key raw materials and other supplies.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
The following table sets forth all purchases made by or on behalf of the Company or any “affiliated purchaser,” as defined in Rule 10b-18(a)(3) under the Exchange Act, of shares of our common stock during each month in the second quarter of 2025.
| Period | (a) Total Number of Shares (or Units) Purchased | (b) Average Price Paid per Share (or Unit) | (c) Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs | (d) Maximum Number (or Approximate Dollar Value) of Shares (or Units) That May Yet Be Purchased Under the Plans or Programs | ||||||||||||||||||||||
| April 1 - April 30, 2025 | — | — | — | $50,000,000 | (1) | |||||||||||||||||||||
| May 1 - May 31, 2025 | — | — | — | $50,000,000 | (1) | |||||||||||||||||||||
| June 1 - June 30, 2025 | 594 | (2) | $ | 191.00 | (2) | — | $50,000,000 | (1) | ||||||||||||||||||
| Total | 594 | (2) | $ | 191.00 | (2) | — | $50,000,000 | (1) | ||||||||||||||||||
(1)In October 2024, our board of directors authorized an expenditure program of up to $50.0 million for the repurchase of our outstanding common shares through October 2026. We have not made any repurchases under this authorization.
(2)In June 2025, a total of 594 shares were transferred to a rabbi trust that we established in connection with our Deferred Compensation Plan for Non-Employee Directors, pursuant to which non-employee directors may elect to defer directors’ fees into common stock units. EnPro Holdings furnished these shares in exchange for management and other services provided by Enpro. Of these shares, 57 shares were valued at a price of $185.86 per share, the closing trading price of our common stock on June 18, 2025, and 537 of these shares were valued at a price of $191.55 per share, the closing trading price of our common stock on June 30, 2025. Accordingly, the total 594 shares were valued at a weighted average price of $191.00 per share. We do not consider the transfer of shares from EnPro Holdings in this context to be pursuant to a publicly announced plan or program.
37
Item 5. Other Information.
During the quarter ended June 30, 2025, none of the Company’s directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted terminated
Item 6. Exhibits.
The exhibits to this report on Form 10-Q are listed in the following Exhibit Index.
38
EXHIBIT INDEX
| 4.1 | Indenture dated as of May 29, 2025 among Enpro Inc., the Guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 10.1 to the Form 8-K filed by Enpro Inc. on May 29, 2025 (File No. 001-31225)) | ||||
| 10.1 | Second Amendment to Third Amended and Restated Credit Agreement dated as of April 9, 2025 among Enpro Inc., EnPro Holdings, Inc., the Guarantors party thereto, the Lenders party thereto and Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer (incorporated by reference to Exhibit 10.1 to the Form 8-K filed by Enpro Inc. on April 10, 2025 (File No. 001-31225)) | ||||
| 10.2 | Enpro Inc. Amended and Restated 2020 Equity Compensation Plan (incorporated by reference to Appendix B to the definitive proxy statement on Schedule 14A filed by Enpro Inc. on March 24, 2025 (File No. 001-31225)) | ||||
| 31.1† | Certification of Chief Executive Officer pursuant to Rule 13a – 14(a)/15d – 14(a) | ||||
| 31.2† | Certification of Chief Financial Officer pursuant to Rule 13a – 14(a)/15d – 14(a) | ||||
| 32† | Certification pursuant to Section 1350 | ||||
| 101.SCH† | InlineXBRL Taxonomy Extension Schema Document | ||||
| 101.CAL† | InlineXBRL Taxonomy Extension Calculation Linkbase Document | ||||
| 101.DEF† | InlineXBRL Taxonomy Extension Definitions Linkbase Document | ||||
| 101.LAB† | InlineXBRL Taxonomy Extension Label Linkbase Document | ||||
| 101.PRE† | InlineXBRL Taxonomy Extension Presentation Linkbase Document | ||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in the Interactive Data Files submitted as Exhibits 101.*) | ||||
† Filed herewith
39
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 5th day of August, 2025.
| ENPRO INC. | |||||
| By: | /s/ Robert S. McLean | ||||
| Robert S. McLean | |||||
| Executive Vice President, Chief Administrative Officer and General Counsel | |||||
| By: | /s/ Steven R. Bower | ||||
| Steven R. Bower | |||||
| Senior Vice President, Controller and Chief Accounting Officer | |||||
40
FAQ
How many FORR shares did CRO Sharyn Leaver acquire on 08/01/25?
She received 826 shares via RSU vesting.
Were any FORR shares sold on the open market in this Form 4?
No; only 237 shares were withheld for taxes—no discretionary sale occurred.
What is Leaver’s total direct ownership after the transaction?
Her direct holdings increased to 18,609 common shares.
What was the exercise price of the vested RSUs?
The RSUs converted at $0 exercise price.
Does this Form 4 materially affect Forrester Research’s share count?
No; the net 589-share issuance is immaterial to FORR’s public float.
Enpro Inc.
NYSE:NPO
NPO Rankings
NPO Latest News
Jul 31, 2025
Enpro Declares Regular Quarterly Dividend
NPO Latest SEC Filings
Aug 5, 2025
[8-K] Enpro Inc. Reports Material Event
Jul 15, 2025
[SCHEDULE 13G/A] Enpro Inc. SEC Filing
Jul 1, 2025
[Form 4] Enpro Inc. Insider Trading Activity
Jul 1, 2025
[Form 4] Enpro Inc. Insider Trading Activity
Jul 1, 2025
[Form 4] Enpro Inc. Insider Trading Activity
NPO Stock Data
4.72B
20.88M
0.77%
102.86%
2.09%
Specialty Industrial Machinery
Gaskets, Packg & Sealg Devices & Rubber & Plastics Hose
United States
CHARLOTTE