Pages | ||||
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM |
1 | |||
FINANCIAL STATEMENTS: |
||||
Statements of Net Assets Available for Benefits, as of
December 31, 2009 and 2008 |
2 | |||
Statements of Changes in Net Assets Available for Benefits
for the Years Ended December 31, 2009 and 2008 |
3 | |||
Notes to Financial Statements
for the Years Ended December 31, 2009 and 2008 |
412 | |||
SUPPLEMENTAL SCHEDULES: |
||||
Schedule H, line 4a Schedule of Delinquent Participant
Contributions, December 31, 2009 |
13 | |||
Schedule H, line 4i Schedule of Assets Held for
Investment Purposes, December 31, 2009 |
14 |
NOTE: | The accompanying financial statements have been prepared for the purpose of filing DOL Form 5500. Supplemental schedules required by Section 2520 of the Department of Labors Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974, other than the ones listed above, are omitted because of the absence of the conditions under which they are required. |
1
2009 | 2008 | |||||||
ASSETS: |
||||||||
Cash |
$ | | $ | 16,188 | ||||
Investments, at fair value |
$ | 136,315,686 | $ | 109,286,555 | ||||
Receivables: |
||||||||
Participant contributions |
155,645 | 61,936 | ||||||
Employer contributions |
131,952 | 49,236 | ||||||
Total receivables |
287,597 | 111,172 | ||||||
Accrued income and other |
61,229 | 81,781 | ||||||
NET ASSETS AVAILABLE
FOR BENEFITS AT FAIR VALUE |
136,664,512 | 109,495,696 | ||||||
Adjustment from fair value to contract value for
interest in collective trust relating to fully benefit
responsive investment contracts |
(154,381 | ) | 1,119,051 | |||||
NET ASSETS AVAILABLE FOR BENEFITS |
$ | 136,510,131 | $ | 110,614,747 | ||||
2
2009 | 2008 | |||||||
ADDITIONS: |
||||||||
Additions to net assets attributed to: |
||||||||
Net appreciation (depreciation): |
||||||||
Net appreciation (depreciation) in investments |
$ | 24,326,404 | $ | (42,767,656 | ) | |||
Interest and dividend income |
2,102,103 | 4,080,005 | ||||||
Net appreciation (depreciation) in investments |
26,428,507 | (38,687,651 | ) | |||||
Contributions: |
||||||||
Participants |
7,093,196 | 7,158,607 | ||||||
Employer |
5,564,107 | 5,451,859 | ||||||
Rollovers |
152,166 | 737,580 | ||||||
Total contributions |
12,809,469 | 13,348,046 | ||||||
Total additions, net |
39,237,976 | (25,339,605 | ) | |||||
DEDUCTIONS: |
||||||||
Deductions from net assets attributed to: |
||||||||
Benefits paid to participants |
13,317,717 | 10,825,210 | ||||||
Fees and commissions |
84,612 | 93,264 | ||||||
Total deductions |
13,402,329 | 10,918,474 | ||||||
INCREASE (DECREASE) IN NET ASSETS
AVAILABLE FOR BENEFITS |
25,835,647 | (36,258,079 | ) | |||||
TRANSFER OF ASSETS |
59,737 | 1,099,053 | ||||||
NET ASSETS AVAILABLE FOR BENEFITS,
BEGINNING OF YEAR |
110,614,747 | 145,773,773 | ||||||
NET ASSETS AVAILABLE FOR BENEFITS,
END OF YEAR |
$ | 136,510,131 | $ | 110,614,747 | ||||
3
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Participant Accounts Each participants account is credited with the participants contributions, allocations of the Companys matching contributions and investment gains or losses. Allocations of earnings and losses for each fund are based on the ratio of weighted average participant account balances to the total weighted average of all participant account balances. The benefit to which a participant is entitled is the vested benefit that can be provided from the participants accounts. | ||
Investment Options Upon enrollment in the Plan, participants direct the investment of their contributions and Company contributions into various investment options offered by the Plan. | ||
Vesting Participants are immediately vested in their voluntary contributions, Company contributions, and actual earnings thereon. However, vesting in the additional 2% Company contributions for certain employees who do not participate in the Plan is based on years of service. Prior to normal retirement age, a participants interest in the additional 2% Company contribution becomes 100% vested after three years of service. | ||
Distributions Upon retirement, disability or death, a participant or beneficiary receives the entire amount credited to the participants account in either a lump sum or, at the participants election, in annual installments. Upon termination, other than by retirement, disability or death, a participant becomes eligible to receive the current value of the participants vested account in a lump-sum. Distributions made from the EnPro Company Stock Fund are made, at the option of the participant, in either cash or shares. | ||
Participant Loans Participants may borrow from their account a minimum amount of $1,000 up to 50% of their vested account balance not to exceed $50,000. Principal and interest are paid ratably through payroll deductions. Loans are repaid over a period not to exceed five years. However, loans for the purchase of a principal residence are repaid over a period of up to twenty-five years. The loans are secured by the balance of the participants account and bear interest at rates that range from 4.25% to 10.5% which are commensurate with local prevailing rates in accordance with the Plan document. As of December 31, 2009 and 2008, the Plan had loans receivable from participants with principal balances totaling $2,687,751 and $2,720,721, respectively, which are included with investments in the accompanying Statements of Net Assets Available for Benefits. | ||
Participant Investment Rollovers Participants are allowed to transfer or rollover funds into the Plan from other qualified plans. | ||
Forfeitures The nonvested portion of terminated participants account balances are used to reduce future Company contributions and to pay plan expenses. At December 31, 2008, forfeited non-vested accounts in the Plan totaled approximately $99,000. Forfeitures were used to reduce Company contributions by approximately $49,000 during 2009. At December 31, 2009, forfeited non-vested accounts in the Plan totaled approximately $49,000. Forfeitures were used to reduce Company contributions by approximately $24,000 during 2008. |
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2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Basis of Accounting The accompanying financial statements have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America, except that accumulated benefits paid to the Plan participants are recorded on the cash basis. | ||
Use of Accounting Estimates The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of certain assets, liabilities and disclosures. Accordingly, the actual amounts could differ from those estimates. Any adjustments applied to estimated amounts are recognized in the year in which such adjustments are determined. | ||
Investment Valuation and Income Recognition At December 31, 2009 and 2008, the Plans investments were held in the Salaried Trust, which is part of a collective trust administered by Schwab. Investments in common/collective trusts and mutual funds held in the Salaried Trust are stated at fair value. The asset value of the EnPro Company Stock Fund is derived from the value of the Companys common stock. The net appreciation (depreciation) in investments includes realized and unrealized gains and losses on the investments held by the Plan. Loans to participants are valued at their outstanding balance, which approximates fair value. The Plans interest in the collective trust is valued based on information reported by Schwab using the audited financial statements of the collective trust as of year end. | ||
Investments are reported at fair value. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. See Note 4 for disclosure of fair value measurements. | ||
As described in the Financial Accounting Standards Board (FASB) Accounting for Standards Codification (ASC) 962, Defined Contribution Pension Plans, investment contracts held by a defined contribution plan are required to be reported at fair value. However, contract value is the relevant measurement attribute for that portion of net assets available for benefits for a defined contribution plan attributable to fully benefit responsive investment contracts because contract value is the amount that participants would receive if they were to initiate permitted transactions under the terms of the Plan. The Plan invests in investment contracts through a collective trust. As required by the ASC 962, the Statement of Net Assets Available for Benefits presents the fair value of the investment in the collective trust as well as the adjustment of the investment in the collective trust from fair value to contract value relating to the investment contracts. The Statement of Changes in Net Assets Available for Benefits is prepared on a contract value basis. | ||
Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. Net appreciation (depreciation) includes the Plans gains and losses on investments bought and sold as well as held during the year. |
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Management fees and operating expenses charged to the Plan for investments in mutual funds are deducted from income earned on a daily basis and are not separately reflected. Consequently, management fees and operating expenses are reflected as a reduction of net appreciation (depreciation) in investments. | ||
The change in net unrealized appreciation (depreciation) of investments held from the beginning of the plan year to the end of the plan year is included with realized gains/losses as net investment income/loss reported in the accompanying Statements of Changes in Net Assets Available for Benefits. | ||
Contributions Contributions from employees and the Company are recorded in the period in which the Company makes the payroll deductions from participant earnings. | ||
Benefits Benefits are recorded when paid. | ||
Expenses Certain of the Plans administrative expenses are paid by the Company. Other expenses, such as legal and accounting, are paid from Plan assets and deducted from participant accounts in accordance with the plan document. | ||
Reclassifications Certain amounts from the 2008 financial statements have been reclassified to conform with the 2009 presentation. Such changes had no effect on the net assets available for benefits or the changes in net assets available for benefits. | ||
Subsequent Events In preparing the financial statements, the Plan has evaluated subsequent events through the date the financial statements were issued. | ||
3. | INVESTMENTS | |
The Plans investment assets are held in trust and administered by Schwab. All investment information disclosed in the accompanying financial statements and supplemental schedules, including investments held, and net investment income and interest and dividends, was obtained or derived from information supplied to the plan administrator by Schwab for the years ended December 31, 2009 and 2008. | ||
The fair values of investments that represented 5% or more of the Plans net assets available for benefits as of December 31, 2009 and 2008, are as follows: |
2009 | 2008 | |||||||
Schwab Stable Value Fund |
$ | 22,528,398 | $ | 23,050,566 | ||||
PIMCO Total Return |
$ | 19,338,084 | $ | 17,272,034 | ||||
Hartford Capital Appreciation R4 |
$ | 10,878,068 | * | |||||
Europacific Growth R4 |
$ | 10,432,445 | $ | 7,085,638 | ||||
Dodge & Cox Stock Fund |
$ | 8,626,769 | $ | 6,872,851 | ||||
T Rowe Price Mid-Cap Growth |
$ | 8,394,831 | $ | 5,572,498 | ||||
Schwab
S&P 500 Index |
$ | 7,629,686 | * | |||||
Growth Fund of America A |
$ | 7,282,709 | * | |||||
Hartford Capital Appreciation A |
* | $ | 8,322,121 |
* | Does not represent 5% or more of the Plans net assets available in each investment for respective year. |
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Net appreciation (depreciation) in investments for the years ended December 31, 2009 and 2008 for the Salaried Trust is as follows: |
2009 | 2008 | |||||||
Interest and dividends |
$ | 2,102,103 | $ | 4,080,005 | ||||
Net appreciation (depreciation) of common stock |
792,018 | (1,421,998 | ) | |||||
Net appreciation (depreciation) of common/collective trusts |
3,612,465 | (2,976,583 | ) | |||||
Net appreciation (depreciation) in self directed brokerage
accounts |
1,540,845 | (2,574,368 | ) | |||||
Net appreciation (depreciation) of registered investment cos |
18,381,076 | (35,794,707 | ) | |||||
Net appreciation (depreciation) in investments |
$ | 26,428,507 | $ | (38,687,651 | ) | |||
4. | FAIR VALUE MEASUREMENTS | |
Financial Accounting Standards Board (FASB) Accounting for Standards Codification (ASC) 820, Fair Value Measurements and Disclosures, provides the framework for measuring fair value. That framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). The three levels of the fair value hierarchy under FASB ASC 820 are described as follows: |
Level 1 | Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the plan has the ability to access. | |||||
Level 2 | Inputs to the valuation methodology include: | |||||
Quoted prices for similar assets or liabilities in active markets; | ||||||
Quoted prices for identical or similar assets or liabilities in inactive markets; | ||||||
Inputs other than quoted prices that are observable for the asset or liability; | ||||||
Inputs that are derived principally from or corroborated by observable market data by correlation or other means. | ||||||
If the asset or liability has a specified (contractual) term, the level 2 input must be observable for substantially the full term of the asset or liability. | ||||||
Level 3 | Inputs to the valuation methodology are unobservable and significant to the fair value measurement. |
The asset or liabilitys fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation |
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techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs. | ||
Following is a description of the valuation methodologies used for assets measured at fair value. There have been no changes in the methodology used at December 31, 2009 or 2008. |
Common stocks: Valued at the closing price reported on the active market on which the individual securities are traded. | |||
Mutual funds and money market funds: Valued at the net asset value (NAV) of shares held by the plan at year end. | |||
Common collective trusts: Valued at the net asset share/unit reported at the close of business every day. | |||
Participant loans: Valued at amortized cost, which approximates fair value. | |||
Self directed brokerage accounts: Valued at the closing price reported on the active market on which the individually owned securities are traded. |
The preceding methods described may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, although the Plan believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine fair value of certain financial instruments could result in a different fair value measurement at the reporting date. | ||
The following tables set forth by level, within the fair value hierarchy, the Plans assets at fair value as of December 31, 2009 and 2008: |
Assets at Fair Value as of December 31, 2009 | ||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | |||||||||||||
Mutual funds: |
||||||||||||||||
Large cap |
$ | 34,417,232 | $ | 34,417,232 | ||||||||||||
Fixed income |
19,338,084 | 19,338,084 | ||||||||||||||
Mid cap |
12,571,260 | 12,571,260 | ||||||||||||||
International |
11,191,165 | 11,191,165 | ||||||||||||||
Small cap |
5,778,625 | 5,778,625 | ||||||||||||||
Allocation |
4,705,922 | 4,705,922 | ||||||||||||||
Employer common stock |
4,386,866 | 4,386,866 | ||||||||||||||
Money market funds |
524 | 524 | ||||||||||||||
Self-directed accts |
4,046,706 | 4,046,706 | ||||||||||||||
Collective trust: |
||||||||||||||||
Guaranteed investment
contracts |
$ | 22,528,398 | 22,528,398 | |||||||||||||
Target date funds |
14,663,153 | 14,663,153 | ||||||||||||||
Participant loans |
$ | 2,687,751 | 2,687,751 | |||||||||||||
Total assets fair value |
$ | 96,436,384 | $ | 37,191,551 | $ | 2,687,751 | $ | 136,315,686 | ||||||||
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Assets at Fair Value as of December 31, 2008 | ||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | |||||||||||||
Mutual funds: |
||||||||||||||||
Large cap |
$ | 25,755,115 | $ | 25,755,115 | ||||||||||||
Fixed income |
17,272,034 | 17,272,034 | ||||||||||||||
Mid cap |
8,501,111 | 8,501,111 | ||||||||||||||
International |
7,310,928 | 7,310,928 | ||||||||||||||
Small cap |
4,228,628 | 4,228,628 | ||||||||||||||
Allocation |
4,327,159 | 4,327,159 | ||||||||||||||
Employer common stock |
3,701,700 | 3,701,700 | ||||||||||||||
Money market funds |
3,115 | 3,115 | ||||||||||||||
Self-directed accts |
2,279,136 | 2,279,136 | ||||||||||||||
Collective trust: |
||||||||||||||||
Guaranteed investment
contracts |
$ | 23,050,566 | 23,050,566 | |||||||||||||
Target date funds |
10,136,342 | 10,136,342 | ||||||||||||||
Participant loans |
$ | 2,720,721 | 2,720,721 | |||||||||||||
Total assets fair value |
$ | 73,378,926 | $ | 33,186,908 | $ | 2,720,721 | $ | 109,286,555 | ||||||||
Level 3 Gains and Losses |
The following table sets forth a summary of changes in the fair value of the plans Level 3 assets for the year ended December 31, 2009. |
Participant | ||||
Loans | ||||
Balance, beginning of year |
$ | 2,720,721 | ||
Purchases, sales, issuances and settlements (net) |
(32,970 | ) | ||
Balance, end of year |
$ | 2,687,751 | ||
Participant | ||||
Loans | ||||
Balance, beginning of year |
$ | 2,736,801 | ||
Purchases, sales, issuances and settlements (net) |
(16,080 | ) | ||
Balance, end of year |
$ | 2,720,721 | ||
Gains and losses (realized and unrealized) included in changes in net assets for the periods above are reported in net appreciation in fair value of investments in the Statement of Changes in Net Assets Available for Benefits for the years ended December 31, 2009 and 2008, respectively. |
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5. | TRANSACTIONS WITH PARTIES-IN-INTEREST | |
Certain Plan investments are shares of mutual funds managed by Schwab. Schwab is the Trustee as defined by the Plan, and therefore, these transactions qualify as party-in-interest transactions. | ||
The Plan also invests in shares of the Company. The Company is the plan sponsor and, therefore, these transactions qualify as party-in-interest transactions. | ||
Fees paid by the Plan for investment management services were included as a reduction of the return earned on each fund. Certain administrative fees related to the administration of the Plan were paid by the Plan. Certain other third party administrator fees were paid by the Company on behalf of the Plan. These transactions also qualify as party-in-interest transactions. | ||
6. | TAX STATUS | |
The Plan adopted a prototype plan sponsored by Charles Schwab Trust Co. effective January 1, 2009. The prototype plan has received a favorable opinion from the Internal Revenue Service, stating that the prototype plan is qualified under Section 401(a) of the Internal Revenue Code (the Code) and, therefore, the related trust is exempt from taxation. Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualification. The Plan has been amended since implementing the prototype plan document. The plan administrator believes that the Plan is currently designed and operated in compliance with the applicable requirements of the Code. Therefore, no provision for income tax has been included in the Plans financial statements. | ||
7. | PLAN TERMINATION | |
Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination participants will become fully vested in their accounts. | ||
8. | RISKS AND UNCERTAINTIES | |
The Plan invests in various investment securities. Investment securities are exposed to various risks such as interest rate, market, and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants account balances and the amounts reported in the Statement of Net Assets Available for Benefits. |
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9. | RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500 | |
The following is a reconciliation of net assets available for benefits per the financial statements to the Form 5500 for the years ended December 31, 2009 and 2008: |
2009 | 2008 | |||||||
Net assets available for benefits per the
accompanying financial statements at contract value |
$ | 136,510,131 | $ | 110,614,747 | ||||
Adjustment from fair value to contract value
for fully benefit responsive investment contracts |
154,381 | (1,119,051 | ) | |||||
Net assets available for benefits per the Form 5500 |
$ | 136,664,512 | $ | 109,495,696 | ||||
The following is a reconciliation of the change in net assets available for benefits per the financial statements to the Form 5500 for the years ended December 31, 2009 and 2008: |
2009 | 2008 | |||||||
Change in net assets available for benefits per the
accompanying financial statements |
$ | 25,835,647 | $ | (36,258,079 | ) | |||
Adjustment from fair value to contract value
for fully benefit responsive investment contracts |
1,119,051 | (55,247 | ) | |||||
Adjustment from fair value to contract value
for fully benefit responsive investment contracts |
154,381 | (1,119,051 | ) | |||||
Rounding |
1 | |||||||
Change in net assets available for benefits per
the Form 5500 |
$ | 27,109,079 | $ | (37,432,376 | ) | |||
10. | DELINQUENT CONTRIBUTIONS | |
During 2008, the Company failed to remit certain employee deferrals to the Plan aggregating $5,864. The Company remitted the delinquent contributions and computed lost earning during 2009. |
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AS OF DECEMBER 31, 2009 | EIN: 01-0573945 | PLAN NUMBER: 004 | ||
Participant | ||||||||||||||||
Contributions | ||||||||||||||||
Transferred Late | ||||||||||||||||
To Plan | Total that Constitutes Nonexempt Prohibited Transactions | Total Fully | ||||||||||||||
Check Here If | Contributions | Contributions | Contributions | Corrected | ||||||||||||
Late Participant Loan | Not | Collected Outside of | Pending Correction | Under VFCP and | ||||||||||||
Payments are Included | Corrected | NFCP | In VFCP | PTE 2002 51 | ||||||||||||
X |
$5,864 |
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(a) | (b) | (c) | (d) | |||||
Party-in- | Identity of issuer, borrower, | Description of investment including maturity date, | Current | |||||
Interest | lessor or similar party | rate of interest, collateral, par or maturity value | Value | |||||
* |
Schwab U.S. Treasury Money Fund | Money Market | $ | 524 | ||||
* |
EnPro Company Stock Fund | Common stock | 4,386,866 | |||||
Personal Choice Retirement Account | Self directed brokerage account | 4,046,706 | ||||||
* |
Schwab Stable Value Fund | Common/collective trust | 22,528,398 | |||||
* |
Schwab Managed Retirement 2010 CL III | Common/collective trust | 2,254,487 | |||||
* |
Schwab Managed Retirement 2020 CL III | Common/collective trust | 4,225,689 | |||||
* |
Schwab Managed Retirement 2030 CL III | Common/collective trust | 4,922,997 | |||||
* |
Schwab Managed Retirement 2040 CL III | Common/collective trust | 2,839,734 | |||||
* |
Schwab Managed Retirement 2050 CL III | Common/collective trust | 345,051 | |||||
* |
Schwab Managed Retirement Income III | Common/collective trust | 75,195 | |||||
PIMCO Total Return | Registered investment company | 19,338,084 | ||||||
Hartford Capital Appreciation R4 | Registered investment company | 10,878,068 | ||||||
Europacific Growth R4 | Registered investment company | 10,432,445 | ||||||
Dodge & Cox Stock Fund | Registered investment company | 8,626,769 | ||||||
T Rowe Price Mid-Cap Growth | Registered investment company | 8,394,831 | ||||||
* |
Schwab S&P 500 Index Fund | Registered investment company | 7,629,686 | |||||
Growth Fund of America A | Registered investment company | 7,282,709 | ||||||
Van Kampen Equity and Income | Registered investment company | 4,705,922 | ||||||
Columbia Small Cap Value II Z | Registered investment company | 4,641,583 | ||||||
Riversource Midcap Val R5 | Registered investment company | 4,176,429 | ||||||
Royce Value Plus Institutional | Registered investment company | 1,137,042 | ||||||
Blackrock Global Allocation I | Registered investment company | 758,720 | ||||||
Participant loans | Interest rates ranging from 4.25% to 10.50% | 2,687,751 | ||||||
$ | 136,315,686 | |||||||
* | Party-in-interest transaction, not a prohibited transaction. |
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ENPRO INDUSTRIES, INC. RETIREMENT SAVINGS PLAN FOR SALARIED EMPLOYEES |
||||
By: | ENPRO INDUSTRIES, INC., Plan Administrator |
By: | /s/ Robert McKinney | |||
Robert McKinney | ||||
Vice President, Human Resources | ||||
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Exhibit No. | Document | |
23.1
|
Consent of Greer & Walker, LLP |