Good morning. My name is Melissa, and I will be your conference operator today. At this time, I’d like to welcome everyone to the EnPro Industries Third Quarter Results Conference Call. All lines have been placed on mute to prevent any background noise. After the speakers’ remarks, there will be a question-and-answer session. [Operator Instructions] Thank you. I will now like to turn the call over to your host Don Washington, Director of Investor Relations. You may begin your conference.

Thank you, Melissa, and good morning, everyone. We welcome you to EnPro’s quarterly earnings conference call. I remind you that the call is also being webcast at enproindustries.com and you can find the slides accompanying the call on the website. In a moment, Steve MacAdam, our President and CEO; and Alex Pease, our Senior Vice President and CFO will review the results for the third quarter of 2012. Before we begin the review, I’ll point out to you that you may hear statements during the course of this call that express a belief, expectation or intention, as well as those that are not historical fact. These statements are forward-looking and involve a number of risks and uncertainties that may cause actual events and results to differ materially from such forward-looking statements. These risk and uncertainties are referenced in the Safe Harbor statement included in our press release and are described in more detail along with other risk and uncertainties in our filings with the SEC, including the Form 10-K for the year ended December 31, 2011 and the quarter ended - Form 10-Q for the quarter ended June 30, 2012. We do not undertake to update any forward-looking statements made on this conference call will reflect any change in management’s expectations or any change in assumptions or circumstances on which such statements are based. You should also note that EnPro owns a number of direct and indirect subsidiaries. From time-to-time, we may refer collectively to EnPro and one or more of its subsidiaries as we, or to the businesses assets, debts or affairs of EnPro or a subsidiary as ours. These and similar references are for convenience only, and should not be construed to change the fact that EnPro and each subsidiary is an independent entity, with separate management, operations, obligations and affairs. Also I want to remind you that our financial results reflect the deconsolidation of Garlock Sealing Technologies LLC, Garrison Litigation Management and their subsidiaries, effective June 5, 2010. These entities have been deconsolidated from EnPro’s results and will remain deconsolidated during the pendency of the Chapter 11 proceedings to resolve asbestos claims against GST. We refer to this as the Asbestos Claims Resolution Process or ACRP, and you will hear us use that acronym during the call today. GST results are represented separately in our earnings release. And now I’ll turn the call over to Steve.

Thanks, Don. Good morning, everyone. Before I begin my formal remarks, I just want to take a minute to acknowledge that many of our listeners that live in the Northeast and you guys have had a tough week and we really feel for you and your family. So we certainly wish you the absolute best in a very, very difficult situation. So now I will begin my remarks. I will start with a summary of what we’re seeing in our major markets and a brief review of the quarter, then I will turn the call over to Alex for detailed analysis of our financial performance. I will begin by saying that we’re pleased with our overall performance, even though conditions in our markets continue to be difficult. We saw a modest decline in organic sales, but profits were up and we believe we’re managing well in challenging times. Looking at our market, it should come no surprise to you that Europe was especially challenging in the quarter and we saw a widespread weakness in demand there. In North America heavy duty truck markets in the United States remained stagnant and weak Canadian natural gas markets, reduced demand for our compressor components. Late in the quarter conditions did improve somewhat, but we don’t see any sign that a sustainable trend has begun. So circumstances were difficult, but thanks to the dedicated effort of individuals throughout our Company, we performed well in the quarter. Our sales benefited from acquisitions primarily Motorwheel. Even though the overall growth from acquired businesses growth was not enough to offset the effect of both, weaker demand and the negative impact of foreign exchange. Excluding acquisitions and FX, sales were down 5% compared to the third quarter of last year. In the Sealing Products and Engineered Products segments…

Thanks, Steve. Good morning, everyone. To provide you with more detail on Steve’s comments, our top line dropped by about 3% due to a combination of unfavorable foreign exchange rates primarily for the euro and softening demand in most of our markets. We benefited from the Motorwheel acquisition, which closed in April of this year and a small contribution from Tara and PI Bearings, both of which closed in the third quarter of last year. Acquisitions contributed about $16.5 million to sales or growth of about 5%. Sales also benefited from our pricing initiatives in the quarter, particularly at GGB. But on an organic basis, excluding FX and acquisitions, sales were down 5%. Businesses in our Sealing products and Engineered Products segment were faced with weaker market conditions than they experienced a year-ago. As Steve explained, sales in our Engine Products and Services segment declined from the third quarter of last year when we shipped several engines under the completed contract method of accounting. I will go into more detail on the segments performances shortly. Looking at the details around profitability, gross margins improved to 33.9% of sales, 170 basis points higher than a year-ago. The primary driver was Fairbanks Morse engine where parts activity was particularly strong this year and were several unusual items reduced gross margins last year. The gross margins in the third quarter of 2012 also reflect an increase in Stemco sales into the OEM markets. However, at least a portion of this change in mix has been offset by better pricing in most of our businesses and by the benefits of material cost savings as commodity prices have softened this year. At the segment level, SG&A spending was about the same as last year, but total SG&A spending including corporate expenses increases by 3%. Compared…

Thanks Alex, I’ll close with a few comments about our current projections for 2012 as well as some thoughts about how I believe we're positioned as we look ahead into 2013. Our expectations for the full-year of 2012 have been reduced by the combination of softer markets and unfavorable foreign exchange. Weak demand especially from our European operations is likely to support little if any organic growth in either our Sealing Products or Engineered Product segments. Growth in these segments will also be hampered by unfavorable foreign exchange, which by itself is expected to reduce full-year 2012 sales by about 3% from last year’s level. We also anticipate higher engine revenues to increase sales at Fairbanks Morse which should add about 2 percentage points to our total sales for the year. We also remain confident that previously completed acquisitions will contribute growth to our sales with a little over 8% or $90 million to $95 million. Year-to-date they’ve added about $81 million. However with the little organic improvement in total volume and a negative impact from foreign exchange rate, it appears unlikely that we’ll report a sales increase in 2012 beyond the amount attributable to acquisitions. At current levels of demand and in light of restructuring the segment profit margin we report for the full-year is not likely to meet our previous expectations. We will continue to diligently monitor and control costs but our segment profit margins in 2012 they remain below those we reported in 2011 as they have in the first 9 months of this year. Our reported margins will reflect restructuring and acquisition related costs we’ve already incurred as well as additional restructuring cost as we size our operations to compete in the current environment. About $4 million of those expenses have been recognized in the first…

[Operator Instructions] Your first question comes from the line of Brett Linzey from KeyBanc.

GGB Europe showing some, maybe some signs of stability. Could you just talk about what gives you confidence that if things are maybe finding a bottom here, is it commentary from customers, is it order rates? Could you just talk a little bit about what you’re seeing there.

Yes, Brett the first part of your question was cut off a little bit. So it’s just - you’re just asking about GGB Europe?

Yeah, GGB Europe you had mentioned that you didn’t see any further signs of deterioration in that market, I guess just what gives you the confidence there?

Well, first of all it’s pretty done weak now. So, I guess we continue to see an order pace more or less on the pace that we’ve been on, the automotive business is really, really weak. I was in Italy recently and they said they’ve sold as many cars year-to-date this year as they did way back in 1969. So, that’s how weak things are. So, obviously I am not trying to bake in any kind of financial system, any additional financial system disruption, so you never know what's going to happen. But the company is clearly in a recession today, but our sense just in the kind of order flow and commentary from customers and so forth is, I am not saying it won't get any weaker, but I don’t think it’s going to get significantly weaker, I think it just feels stable. I was over, actually in Europe, in the U.K, France and Germany and Italy just a couple of weeks ago for 2 weeks and did business reviews in all those markets. And that’s just kind of what we’re hearing. So, that’s where it comes from.

Okay, great. And I guess turning into CPI, I know some of those markets have been pretty stagnant as you mentioned. I guess, what inflection points or outcomes in the market place specifically within the Canadian natural gas market are you looking for, I mean, is there anything structurally about that portion of the business that maybe worries you going forward?

You mean about the Canadian gas market?

That’s right.

Yeah, sure, I mean I think - I mean, first of all the Canadian market is about 30% of the North American GGB business.

Is that right?

Alex, isn’t that right?

It’s about yeah, that’s right. It’s about 30% overall

Yeah, and so it’s important, but it’s not critical, I mean it’s not over half of it, I guess is what I am saying. So, the main market we still serve globally in CPI in both the U.S. and in Europe is the refining and petrochemical market. And so that business has been and it continues to be relatively stable and certainly with the expansion of the energy - the gas energy resource in the United States. The fact that refineries and petrochemical plants, petrochemical plants primarily are going to be expanding in the future to take advantage of that lower gas position globally will be good for us, because they’ll be installing more compressors and they’ll be running more in the future. So now to speak to your question on the Canadian natural gas, we don’t see anything that’s going to turn that market around in the near-term, because the gas exports from Canada to the U.S. are down about 25% year-over-year and part of it is with the U.S. benefit in the gas resource and being able to tap the gas resource now, that’s going to back gas up into Canada and so they’re trying to figure out what to do with it. You hear a lot about the pipeline work and so forth to get it liquefied and send it to Asia and so forth that these projects are a number of years away. So most of our restructuring cost year-to-date not all of it, but most of our restructuring cost year-to-date in CPI have been in Canada as we’ve downsized and consolidated operations up there. We’re just about done with that, that the restructuring expense that we’re going to have in the fourth quarter for CPI will actually be in the U.S. will be a facility consolidation of the lubrication businesses that we bought a year and half ago that we’re going to consolidate into our major manufacturing site that we have in Stafford right outside of Houston. Does that answer your question?

[Operator Instructions] Your next question comes from the line of Joseph Mondillo from Sidoti & Company.

I just was wondering if you could go over sort of your commentary on the engine segment again, sort of what your outlook is heading into the fourth quarter as well and thinking about margin, sort of how are you thinking about product mix, it seems like you got - you had a very favorable product mix in terms of aftermarket versus engine in the third quarter. How are we thinking about that sort of going forward?

Well, I think it will probably carry into the fourth quarter. We’re still saying that our outlook for margins for the full-year is going to be more or less in line with last year. It’s kind of what we’re thinking. You never really know about parts. It’s hard to see exactly what we’re going to get in terms of parts. Some of it goes into the backlog and some of it ships depending on what it is. But the parts orders have continued to be reasonably strong. So, I think that will continue into the fourth quarter. We don’t really see a seasonal affect in Fairbanks Morse. So we expect that the engine revenues and the overall FME will add what'd we say about 2 points to the top-line of the whole company year-over-year.

For the year or for the fourth quarter?

For the year.

Okay.

Yes, and we’ve got a good backlog if you - like as I said if you take the South Texas project out, right, obviously which was, again we were looking forward to being our first nuclear program for quite a while for a number of years and obviously after the disaster in Japan that customer cancelled that project. So if you take that out and assumed that that was never in the backlog, our backlog today sits just a little bit above what our kind of average has been at the end of each quarter for the last 3 to 3 1/2 years. So, we’re comfortable with the backlog and we continue to work hard to try to pick-up aftermarket business in both the commercial and Navy markets.

So, just in terms of the top-line just so I understand correctly; you’re looking for 2% for the year or year-over-year so that essentially would be about roughly 15% decline in the fourth quarter year-over-year?

I am not looking at those numbers, so Joe I can't check your math. Why don’t you call Don after the call and he’ll step you through.

Sequentially you’re looking for sort of a decline on the top-line now?

In FME, yes, I don’t think we’re going to see. We won't ship 6 engines in Q4.

Okay.

Well, what's going to happen Joe is we’ve got 6 units, but actually none are going to be shipped under completed contract, you’re going to have all of those under percentage of completion and so that will impact a little bit. The difference between the engine shipped and what you’re going to see in terms of the revenue booked. Does that make sense?

Yes, that makes sense. All right, and then I guess my next question just had to do with the Sealing segment. In the past we’ve seen the fourth quarter and actually partially sort of in the third quarter as well, sort of a seasonal decline in terms of the margin just given sort of the product mix and how that works. Given the acquisitions and the addition of Motorwheel, is that going to change things a little in the fourth quarter or how are we looking at sort of the margin profile now that we have that business underhand?

What are you looking for again, Joe?

Just the seasonality in the margin profile. Last year we saw 11% in the fourth quarter, but we saw 18% in the first half of last year. So seasonally you usually see a sort of a decline, I am just wondering given the new acquisitions added to the business in that Sealing segment, are we expecting sort of that seasonality to continue or is it going to sort of level off? The first 3 quarters of this year we saw very level around 15.5%, so I am just wondering how that seasonality product mix in margins will flow?

Look, I don’t think the acquisitions that we’ve done in Sealing will affect the kind of normal seasonal pattern. So, I think whatever your assumptions are about the seasonal pattern you should change those because of the acquisitions that we’ve done.

Okay. In the Sealing segment, is it usually seasonally weak in the fourth quarter given whatever product mix you see?

Yes, it is because Garlock is always weaker in Q4 and Stemco is as well, typically a little bit weaker. So, I think our high performance markets, the Technetics Group are stable and don’t really have a huge seasonal pattern. Now we’re continuing to see weakness in the semiconductor market which as you know because of acquisitions is a bigger portion of our sales. But that’s not a seasonal affect, that’s just that it’s just weak now. Probably that will continue into the first half of next year and if you base in the semiconductor sense and our customers are saying the second half of next year might be a little stronger is what they’re anticipating.

The only additional point, Joe ,that I’d make is last year, we saw a little bit greater seasonality impact both because of the semiconductor point that Steve is mentioning but also, there was a very strong aftermarket business and we didn’t have to brake business in the first - in the early part of the year, plus you had a very, very strong brake season in the first part of the year last year which it didn’t materialize, so we’re not seeing nearly as much seasonality this year as we did last year.

Okay, perfect. And then last question and I’ll jump back in queue. In terms of the corporate cost it seemed a little lower I guess if you compare it to the first half of this year, sort of what are we expecting, is that a normalized rate or is that going to tick back up towards the $8 million to $9 million a quarter?

I think it will tick back up Joe because what happened in the third quarter is we made an adjustment for the incentive comp for this year, because our numbers are behind our plan. So we made it Q3, but that’s kind of a one-time thing to catch up for the year and forecast for where we are for the year, so it will go back to the normal run rate in Q4.

Your next question comes from the line of Todd Vencil from Sterne, Agee.

A lot of my questions have been knocked out, but I just have a couple and hopefully you didn’t hit this and I didn’t miss it. In the Sealing business, you talked about less profitable product mix. Was that the Terra acquisition or was that something else?

So there’s a couple of things going on, with Terra we did, as we’ve said a number of times we did inherit a fairly substantial OEM piece as well as a fairly substantial piece in the semiconductor space. As well as a fairly substantial chunk of that business which is, has more distributor like margins. So, that was the dynamic of the Terra deal. Also with the Rome deal, and the Motorwheel deal, we are building a business in the braking segment of Stemco which is structurally just a lower margin segment. On top of that, one of the things we saw this year in Stemco was relatively speaking, our OEM business was much stronger than our aftermarket business. So that is more of a - I think anomalous to this year, but that’s the other element of the mix.

Steve, just to go back to the part about margins, I thought and I could be wrong about either one or both of these things, but I thought I heard you say that, that margins were going to be sort of similar year-over-year for the year and for the fourth quarter. Am I right about both of those things or what are you talking about?

Oh no. For the year they will be a little bit less than last year and they’ll basically track the delta that you’ve seen in the first 3 quarters this year versus last year. Yes. Now that obviously, that includes the - then those are the reported numbers, so it includes all the restructuring expenses and not the adjusted numbers.

And then Alex, are we off revenue recognition in the engine business on a when-ship basis, are we fully on percentage of completion now?

No, no. We still have 2 programs that are on completed contract and we can give you the details. I went through those in our remarks but we can go through those again. The important thing to note is that, while that’s what's currently in the pipeline, it's not to say that we will never have another engine on completed contract once we’re through those 2 programs. That’s driven by the accounting treatment of the nature of the engine, but we’ll try to have as many as we can on percentage of completion.

Your next question comes from the line of Ian Zaffino from Oppenheimer. Your line is now open.

Hey, guys, this is Todd on for Ian. On the CPI segment you guys talked about the given the margin improvement for next year to being largely due to execution. Can you give a sense of where you think those margins can go in 2013, if you were to execute?

Substantially better than they are now. What we’re looking for, I think conservatively there’s a number of things going on. So we’ve got the facility consolidations that we’ve mentioned. We’ve also got - and those we anticipate yielding somewhere north of around $5 million a year in run rate savings, most of which we should begin booking in the first quarter. On top of that related to the building consolidation in Stafford, we got a reduced lease expense. And then we’ve got a number of our retention payments associated with prior deals rolling off. So that’s about another $1.2 million, $1.3 million. So if you add all those up, you get to somewhere around $7 million of pretty high confidence interval savings that we’ve realized this year. So I think we should see high single-digits, low double-digits by the end of next year. That would certainly be what we are hoping for.

And just one last one on the price increasing - price increases you got in this quarter, will you have to give any of those price increases back in the lower kind of raw material environment?

That’s certainly not our expectation although, I would say if there is a place that we will, it’s in some of our core PTFE related markets because the PTFE price is under a lot of pressure so - and we were really, really aggressive at pushing price up along with that. So, we may have to see some of that going forward, but I don’t see a lot of gross margin compression happening to us. Quite frankly, our products as we’ve said to you before, are engineered. They've got a lot of technology in them. They’re critical for the system that they support and so we insist on giving paid for the value we add. So, I wouldn’t expect a huge decline.

There are no further questions in queue. I’ll now turn the call back over to Don Washington, for any closing remarks.

Well, again we thank you all for joining us this morning and we look forward to talking to you again soon. If you have any follow-up questions or anything else that we didn’t address on the call this morning, please feel free to give me a call at 704-731-1527. Thanks and we will talk to you soon.

This concludes today’s conference call. You may now disconnect.