Document
0000025445 2020-10-26 2020-10-26


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

 FORM 8-K

 CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): October 26, 2020
CRANE CO.
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
Delaware
1-1657
13-1952290
(State or other jurisdiction of incorporation or organization)
(Commission File Number)
(I.R.S. Employer Identification No.)
 
 
100 First Stamford Place
Stamford
CT
06902
(Address of Principal Executive Offices)
 
(Zip Code)
Registrant’s telephone number, including area code: 203-363-7300
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
 
 
 
Title of each class
Trading Symbol
Name of each exchange on which registered
Common Stock, par value $1.00
 CR
New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐


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SECTION 2 – FINANCIAL INFORMATION
Item 2.02
Results of Operations and Financial Condition.
On October 26, 2020, Crane Co. (the “Company”) announced its results of operations for the quarter ended September 30, 2020. The related press release and quarterly financial data supplement is being furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information furnished under Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1, is not deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

SECTION 8 – OTHER EVENTS
Item 8.01
Other Events
Asbestos Liability
Information Regarding Claims and Costs in the Tort System
As of September 30, 2020, we were a defendant in cases filed in numerous state and federal courts alleging injury or death as a result of exposure to asbestos. Activity related to asbestos claims during the periods indicated was as follows:
 
Three Months Ended
 
Nine Months Ended
 
Year Ended
 
September 30,
 
 September 30,
 
December 31,
 
2020
 
2019
 
2020
 
2019
 
2019
Beginning claims
28,927

 
28,851

 
29,056

 
29,089

 
29,089

New claims
707

 
746

 
1,965

 
2,190

 
2,848

Settlements
(152
)
 
(177
)
 
(581
)
 
(763
)
 
(983
)
Dismissals
(174
)
 
(591
)
 
(1,132
)
 
(1,687
)
 
(1,898
)
Ending claims
29,308

 
28,829

 
29,308

 
28,829

 
29,056

Of the 29,308 pending claims as of September 30, 2020, approximately 18,000 claims were pending in New York, approximately 100 claims were pending in Texas, approximately 300 claims were pending in Mississippi, and approximately 200 claims were pending in Ohio, all jurisdictions in which legislation or judicial orders restrict the types of claims that can proceed to trial on the merits.
We have tried several cases resulting in defense verdicts by the jury or directed verdicts for the defense by the court. We further have pursued appeals of certain adverse jury verdicts that have resulted in reversals in favor of the defense. We have also tried several other cases resulting in plaintiff verdicts which we paid or settled after unsuccessful appeals, the most recent of which are described below.
On March 23, 2010, a Philadelphia, Pennsylvania, state court jury found us responsible for a 1/11th share of a $14.5 million verdict in the James Nelson claim. On February 23, 2011, the court entered judgment on the verdict in the amount of $4.0 million, jointly, against us and two other defendants, with additional interest in the amount of $0.01 million being assessed against us, only. All defendants, including us, and the plaintiffs took timely appeals of certain aspects of those judgments. On September 5, 2013, a panel of the Pennsylvania Superior Court, in a 2-1 decision, vacated the Nelson verdict against all defendants, reversing and remanding for a new trial. Plaintiffs requested a rehearing in the Superior Court and by order dated November 18, 2013, the Superior Court vacated the panel opinion, and granted en banc reargument. On December 23, 2014, the Superior Court issued a second opinion reversing the jury verdict. Plaintiffs sought leave to appeal to the Pennsylvania Supreme Court, which defendants opposed. By order dated June 21, 2017, the Supreme Court of Pennsylvania denied plaintiffs’ petition for leave to appeal. The case was set for a new trial in April 2018. We settled the matter in 2018. 
On September 17, 2013, a Fort Lauderdale, Florida state court jury in the Richard DeLisle claim found us responsible for 16% of an $8 million verdict. The trial court denied all parties’ post-trial motions, and entered judgment against us in the amount of $1.3 million. We appealed and oral argument on the appeal took place on February 16, 2016. On September 14, 2016, a panel of the Florida Court of Appeals reversed and entered judgment in favor of us. Plaintiff filed with the Court of Appeals a motion for rehearing and/or certification of an appeal to the Florida Supreme Court, which the Court denied on November 9, 2016. Plaintiffs subsequently requested review by the Supreme Court of Florida. Plaintiffs' motion was granted on July 11, 2017. Oral argument took place on March 6, 2018. On October 15, 2018, the Supreme Court of Florida reversed and remanded with instructions to reinstate the trial court’s judgment. We paid the judgment on December 28, 2018.  

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On July 2, 2015, a St. Louis, Missouri state court jury in the James Poage claim entered a $1.5 million verdict for compensatory damages against us. The jury also awarded exemplary damages against us in the amount of $10 million. We filed a motion seeking to reduce the verdict to account for the verdict set-offs. That motion was denied, and judgment was entered against us in the amount of $10.8 million. We initiated an appeal. Oral argument was held on December 13, 2016. In an opinion dated May 2, 2017, a Missouri Court of Appeals panel affirmed the judgment in all respects.  The Court of Appeals denied our motion to transfer the case to the Supreme Court of Missouri. We sought leave to appeal before the Supreme Court of Missouri, which denied that request. The Supreme Court of the United States denied further review on March 26, 2018. We settled the matter in 2018. 
On April 22, 2016, a Phoenix, Arizona federal court jury found us responsible for a 20% share of a $9 million verdict in the George Coulbourn claim, and further awarded exemplary damages against us in the amount of $5 million.  The jury also awarded compensatory and exemplary damages against the other defendant present at trial.  The court entered judgment against us in the amount of $6.8 million. We filed post-trial motions, which were denied on September 20, 2016. We pursued an appeal to the Ninth Circuit Court of Appeals which affirmed the judgment on March 29, 2018. We settled the matter in 2018. 
Such judgment amounts were not included in our incurred costs until all available appeals were exhausted and the final payment amount was determined.
The gross settlement and defense costs incurred (before insurance recoveries and tax effects) by us for the nine months ended September 30, 2020 and 2019 totaled $30.2 million and $54.2 million, respectively. In contrast to the recognition of settlement and defense costs, which reflect the current level of activity in the tort system, cash payments and receipts generally lag the tort system activity by several months or more, and may show some fluctuation from period to period. Cash payments of settlement amounts are not made until all releases and other required documentation are received by us, and reimbursements of both settlement amounts and defense costs by insurers may be uneven due to insurer payment practices, transitions from one insurance layer to the next excess layer and the payment terms of certain reimbursement agreements. Our total pre-tax payments for settlement and defense costs, net of funds received from insurers, for the nine months ended September 30, 2020 and 2019 totaled $23.7 million and $28.9 million, respectively. Detailed below are the comparable amounts for the periods indicated.
 
Three Months Ended
 
Nine Months Ended
 
Year Ended
(in millions)
September 30,
 
September 30,
 
December 31,
 
2020
 
2019
 
2020
 
2019
 
2019
Settlement / indemnity costs incurred (1)
$
2.8

 
$
8.8

 
$
18.6

 
$
38.8

 
$
45.5

Defense costs incurred (1)
3.5

 
5.1

 
11.6

 
15.4

 
20.7

Total costs incurred
$
6.3

 
$
13.9

 
$
30.2

 
$
54.2

 
$
66.2

 
 
 
 
 
 
 
 
 
 
Settlement / indemnity payments
$
3.1

 
$
12.0

 
$
20.0

 
$
27.6

 
$
38.9

Defense payments
3.9

 
5.2

 
12.3

 
15.4

 
21.4

Insurance receipts
(2.4
)
 
(6.2
)
 
(8.6
)
 
(14.1
)
 
(18.8
)
Pre-tax cash payments
$
4.6

 
$
11.0

 
$
23.7

 
$
28.9

 
$
41.5

 
(1) Before insurance recoveries and tax effects.
The amounts shown for settlement and defense costs incurred, and cash payments, are not necessarily indicative of future period amounts, which may be higher or lower than those reported.
Cumulatively through September 30, 2020, we have resolved (by settlement or dismissal) approximately 140,000 claims. The related settlement cost incurred by us and our insurance carriers is approximately $660 million, for an average settlement cost per resolved claim of approximately $4,700. The average settlement cost per claim resolved during the years ended December 31, 2019, 2018 and 2017 was $15,800, $11,300, and $7,800, respectively. Because claims are sometimes dismissed in large groups, the average cost per resolved claim, as well as the number of open claims, can fluctuate significantly from period to period. In addition to large group dismissals, the nature of the disease and corresponding settlement amounts for each claim resolved will also drive changes from period to period in the average settlement cost per claim. Accordingly, the average cost per resolved claim is not considered in our periodic review of our estimated asbestos liability. For a discussion regarding the four most significant factors affecting the liability estimate, see “Effects on the Condensed Consolidated Financial Statements.”
Effects on the Condensed Consolidated Financial Statements

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We have retained an independent actuarial firm to assist management in estimating our asbestos liability in the tort system. The actuarial consultants review information provided by us concerning claims filed, settled and dismissed, amounts paid in settlements and relevant claim information such as the nature of the asbestos-related disease asserted by the claimant, the jurisdiction where filed and the time lag from filing to disposition of the claim. The methodology used by the actuarial consultants to project future asbestos costs is based on our recent historical experience for claims filed, settled and dismissed during a base reference period. Our experience is then compared to estimates of the number of individuals likely to develop asbestos-related diseases determined based on widely used previously conducted epidemiological studies augmented with current data inputs. Those studies were undertaken in connection with national analyses of the population of workers believed to have been exposed to asbestos. Using that information, the actuarial consultants estimate the number of future claims that would be filed against us and estimates the aggregate settlement or indemnity costs that would be incurred to resolve both pending and future claims based upon the average settlement costs by disease during the reference period. This methodology has been accepted by numerous courts. After discussions with us, the actuarial consultants augment our liability estimate for the costs of defending asbestos claims in the tort system using a forecast from us which is based upon discussions with our defense counsel. Based on this information, the actuarial consultants compile an estimate of our asbestos liability for pending and future claims using a range of reference periods based on claim experience and claims expected to be filed through the indicated forecast period. The most significant factors affecting the liability estimate are (1) the number of new mesothelioma claims filed against us, (2) the average settlement costs for mesothelioma claims, (3) the percentage of mesothelioma claims dismissed against us and (4) the aggregate defense costs incurred by us. These factors are interdependent, and no one factor predominates in determining the liability estimate.
In our view, the forecast period used to provide the best estimate for asbestos claims and related liabilities and costs is a judgment based upon a number of trend factors, including the number and type of claims being filed each year; the jurisdictions where such claims are filed, and the effect of any legislation or judicial orders in such jurisdictions restricting the types of claims that can proceed to trial on the merits; and the likelihood of any comprehensive asbestos legislation at the federal level. In addition, the dynamics of asbestos litigation in the tort system have been significantly affected by the substantial number of companies that have filed for bankruptcy protection, thereby staying any asbestos claims against them until the conclusion of such proceedings, and the establishment of a number of post-bankruptcy trusts for asbestos claimants, which have been estimated to provide $36 billion for payments to current and future claimants. These trend factors have both positive and negative effects on the dynamics of asbestos litigation in the tort system and the related best estimate of our asbestos liability, and these effects do not move in a linear fashion but rather change over multi-year periods. Accordingly, management continues to monitor these trend factors over time and periodically assesses whether an alternative forecast period is appropriate.
Each quarter, the actuarial consultants compile an update based upon our experience in claims filed, settled and dismissed as well as average settlement costs by disease category (mesothelioma, lung cancer, other cancer, and non-malignant conditions including asbestosis). In addition to this claims experience, we also consider additional quantitative and qualitative factors such as the nature of the aging of pending claims, significant appellate rulings and legislative developments, and their respective effects on expected future settlement values. As part of this process, we also consider trends in the tort system such as those enumerated above. Management considers all these factors in conjunction with the liability estimate of the actuarial consultants and determines whether a change in the estimate is warranted.
Liability Estimate. In June 2016, the New York State Court of Appeals issued its opinion in Dummitt v. Crane Co., affirming a 2012 verdict for $4.9 million against us. In that opinion, the court ruled that in certain circumstances we are legally responsible for asbestos-containing materials made and sold by third parties that others attached post-sale to our equipment. This decision provided clarity regarding the nature of claims that may proceed to trial in New York and greater predictability regarding future claim activity. We also reflected the impact of the Dummitt decision on our expected settlement values. Accordingly, on December 31, 2016, we updated and extended our asbestos liability estimate through 2059, the generally accepted end point.
Following our experience in the tort system post the Dummitt decision, we entered into several, increasingly similar, group settlements with various plaintiff firms, the most recent of which was in the fourth quarter of 2019. We expect this new trend of these types of group settlements to continue, and accordingly, effective as of December 31, 2019, we updated our estimate of the asbestos liability, including revised costs of settlement or indemnity payments and defense costs relating to currently pending claims and future claims projected to be filed against us through the same expected end point of 2059. Our estimate of the asbestos liability for pending and future claims through 2059 is based on the projected future asbestos costs resulting from our experience using a range of reference periods for claims filed, settled and dismissed. Based on this estimate, we recorded an additional liability of $255 million as of December 31, 2019.
An aggregate liability of $712 million is recorded as of December 31, 2019 to cover the estimated cost of asbestos claims now pending or subsequently asserted through 2059, of which approximately 85% is attributable to settlement and defense costs for future claims projected to be filed through 2059. The liability is reduced when cash payments are made in respect of settled claims and defense costs. The liability was $679 million as of September 30, 2020. It is not possible to forecast when cash payments related to the asbestos liability will be fully expended; however, it is expected such cash payments will continue for a

4


number of years past 2059, due to the significant proportion of future claims included in the estimated asbestos liability and the lag time between the date a claim is filed and when it is resolved. None of these estimated costs have been discounted to present value due to the inability to reliably forecast the timing of payments. The current portion of the total estimated liability at December 31, 2019 and September 30, 2020 is $65 million and represents our best estimate of total asbestos costs expected to be paid during the twelve-month period. Such amount is based upon the actuarial model together with our prior year payment experience for both settlement and defense costs.
We have made our best estimate of the costs through 2059. Through September 30, 2020, our actual experience during the updated reference period for mesothelioma claims filed and dismissed generally approximated the assumptions in our liability estimate. In addition to this claims experience, we considered additional quantitative and qualitative factors such as the nature of the aging of pending claims, significant appellate rulings and legislative developments, and their respective effects on expected future settlement values. Based on this evaluation, we determined that no change in the estimate was warranted for the period ended September 30, 2020.
Insurance Coverage and Receivables. Prior to 2005, a significant portion of our settlement and defense costs were paid by our primary insurers. With the exhaustion of that primary coverage, we began negotiations with our excess insurers to reimburse us for a portion of our settlement and/or defense costs as incurred. To date, we have entered into agreements providing for such reimbursements, known as “coverage-in-place,” with eleven of our excess insurer groups. Under such coverage-in-place agreements, an insurer’s policies remain in force and the insurer undertakes to provide coverage for our present and future asbestos claims on specified terms and conditions that address, among other things, the share of asbestos claims costs to be paid by the insurer, payment terms, claims handling procedures and the expiration of the insurer’s obligations. Similarly, under a variant of coverage-in-place, we have entered into an agreement with a group of insurers confirming the aggregate amount of available coverage under the subject policies and setting forth a schedule for future reimbursement payments to us based on aggregate indemnity and defense payments made. In addition, with ten of our excess insurer groups, we entered into agreements settling all asbestos and other coverage obligations for an agreed sum, totaling $82.5 million in aggregate. Reimbursements from insurers for past and ongoing settlement and defense costs allocable to their policies have been made in accordance with these coverage-in-place and other agreements. All these agreements include provisions for mutual releases, indemnification of the insurer and, for coverage-in-place, claims handling procedures. With the agreements referenced above, we have concluded settlements with all but two of our solvent excess insurers with policies expected to respond to the aggregate costs included in the liability estimate. The first such insurer, which issued a single applicable policy, has been paying for many years the shares of defense and indemnity costs we have allocated to it, subject to a reservation of rights. The second insurer issued a single applicable policy in a layer of coverage that we do not anticipate reaching until many years from now, and, prior to the policy being reached, we anticipate opening a dialogue with that insurer about the execution of a suitable agreement. There are no pending legal proceedings between us and any insurer contesting our asbestos claims under our insurance policies.
In conjunction with developing the aggregate updated liability estimate referenced above, we also developed an updated estimate of probable insurance recoveries for our asbestos liabilities. In developing this estimate, we considered our coverage-in-place and other settlement agreements described above, as well as several additional factors. These additional factors include the financial viability of the insurance companies, the method by which losses will be allocated to the various insurance policies and the years covered by those policies, how settlement and defense costs will be covered by the insurance policies and interpretation of the effect on coverage of various policy terms and limits. In addition, the timing and amount of reimbursements will vary because our insurance coverage for asbestos claims involves multiple insurers, with different policy terms and certain gaps in coverage. In addition to consulting with legal counsel on these insurance matters, we retained insurance consultants to assist management in the estimation of probable insurance recoveries based upon the aggregate liability estimate described above and assuming the continued viability of all solvent insurance carriers. Based upon the analysis of policy terms and other factors noted above by our legal counsel, and incorporating risk mitigation judgments by us where policy terms or other factors were not certain, our insurance consultants compiled a model indicating how our historical insurance policies would respond to varying levels of asbestos settlement and defense costs and the allocation of such costs between such insurers and us. Using the estimated liability as of December 31, 2019 (for claims filed or expected to be filed through 2059), the insurance consultant’s model forecasted that approximately 14% of the liability would be reimbursed by our insurers. While there are overall limits on the aggregate amount of insurance available to us with respect to asbestos claims, certain limits were not reached by the total estimated liability currently recorded by us, and such overall limits did not influence our determination of the asset amount to record. We allocate to ourselves the amount of the asbestos liability (for claims filed or expected to be filed through 2059) that is in excess of available insurance coverage allocated to such years. An asset of $98 million was recorded as of December 31, 2019 representing the probable insurance reimbursement for claims expected through 2059. The asset is reduced as reimbursements and other payments from insurers are received. The asset was $89 million as of September 30, 2020.
We review the estimated reimbursement rate with our insurance consultants on a periodic basis in order to confirm overall consistency with our established reserves. The reviews encompass consideration of the performance of the insurers under

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coverage-in-place agreements and the effect of any additional lump-sum payments under other insurer agreements. Actual insurance reimbursements vary from period to period, and will decline over time, for the reasons cited above.
Uncertainties. Estimation of our ultimate exposure for asbestos-related claims is subject to significant uncertainties, as there are multiple variables that can affect the timing, severity and quantity of claims and the manner of their resolution. We caution that our estimated liability is based on assumptions with respect to future claims, settlement and defense costs based on past experience that may not prove reliable as predictors; the assumptions are interdependent and no single factor predominates in determining the liability estimate. A significant upward or downward trend in the number of claims filed, depending on the nature of the alleged injury, the jurisdiction where filed and the quality of the product identification, or a significant upward or downward trend in the costs of defending claims, could change the estimated liability, as would substantial adverse verdicts at trial that withstand appeal. A legislative solution, structured settlement transaction, or significant change in relevant case law could also change the estimated liability.
The same factors that affect developing estimates of probable settlement and defense costs for asbestos-related liabilities also affect estimates of the probable insurance reimbursements, as do a number of additional factors. These additional factors include the financial viability of the insurance companies, the method by which losses will be allocated to the various insurance policies and the years covered by those policies, how settlement and defense costs will be covered by the insurance policies and interpretation of the effect on coverage of various policy terms and limits and their interrelationships. In addition, due to the uncertainties inherent in litigation matters, no assurances can be given regarding the outcome of any litigation, if necessary, to enforce our rights under our insurance policies or settlement agreements.
Many uncertainties exist surrounding asbestos litigation, and we will continue to evaluate our estimated asbestos-related liability and corresponding estimated insurance reimbursement as well as the underlying assumptions and process used to derive these amounts. These uncertainties may result in our incurring future charges or increases to income to adjust the carrying value of recorded liabilities and assets, particularly if the number of claims and settlement and defense costs change significantly, or if there are significant developments in the trend of case law or court procedures, or if legislation or another alternative solution is implemented. Although the resolution of these claims will likely take many years, the effect on the results of operations, financial position and cash flow in any given period from a revision to these estimates could be material.




6





SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01
Financial Statements and Exhibits.
 
 
 
(a)

  
None
 
 
(b)

  
None
 
 
(c)

  
None
 
 
(d)

  
Exhibits
 
 
 
99.1

  
 
 

7


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 hereunto duly authorized.
 
 
 
 
 
 
 
 
 
 
CRANE CO.
 
 
 
 
October 26, 2020
 
 
 
 
 
 
 
 
 
 
 
 
By:
 
/s/ Richard A. Maue
 
 
 
 
 
Richard A. Maue
 
 
 
 
 
Senior Vice President and
 
 
 
 
 
Chief Financial Officer



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Document and Entity Information
As of
 
 
 
10/26/2020
 
 
Entity Central Index Key
0000025445
 
 
Amendment Flag
false
 
 


9


 
 
 
Exhibit 99.1
 
 
 
 
 
 
Crane Co.
 
 
News
 
 
 
 
 
 
 
 
 
Contact:
 
 
 
 
Jason D. Feldman
 
 
 
 
Vice President, Investor Relations
 
 
 
 
203-363-7329
 
 
 
 
www.craneco.com
 


Crane Co. Reports Third Quarter 2020 Results

Highlights from Third Quarter 2020 Results:
•
GAAP earnings per diluted share (EPS) of $0.97 compared to $1.19 in the third quarter of 2019.
•
Excluding Special Items, EPS of $1.05 compared to $1.40 in the third quarter of 2019.
•
Raising and narrowing 2020 GAAP EPS guidance range to $3.10-$3.35 from the prior range of $2.65-$3.45.
•
Excluding Special Items, raising and narrowing 2020 EPS guidance range to $3.75-$4.00 from the prior range of $3.30-$4.10.
•
Raising and narrowing 2020 free cash flow guidance range to $230-$260 million from the prior range of $200-$250 million (cash provided by operating activities less capital spending).

STAMFORD, CONNECTICUT - October 26, 2020 - Crane Co. (NYSE: CR), a diversified manufacturer of highly engineered industrial products, reported third quarter 2020 GAAP earnings per diluted share (EPS) of $0.97, compared to $1.19 in the third quarter of 2019. Excluding Special Items, third quarter 2020 EPS was $1.05, compared to $1.40 in the third quarter of 2019. (Please see the attached Non-GAAP Financial Measures tables for a detailed reconciliation of reported results to adjusted measures.)

Third quarter 2020 sales were $735 million, a decline of 5% compared to the third quarter of 2019. The sales decline was comprised of a $104 million, or 13%, decline in core sales, partially offset by a $57 million, or 7%, benefit from acquisitions and $10 million, or 1%, of favorable foreign exchange. The core sales decline was attributable to COVID-19 related macroeconomic factors.





Third quarter 2020 operating profit was $85 million compared to $109 million in the third quarter of 2019. Operating profit margin was 11.6% compared to 14.2% in the third quarter of 2019. Excluding Special Items, third quarter 2020 operating profit was $92 million compared to $114 million in the third quarter of 2019. Excluding Special Items, operating profit margin was 12.4% compared to 14.8% in the third quarter of 2019. (Please see the attached Non-GAAP Financial Measures tables for a detailed reconciliation of reported results to adjusted measures.)

Max Mitchell, Crane Co. President and Chief Executive Officer stated: “While uncertainty remains elevated, the year has progressed largely as we expected when we reset guidance in April. Our teams continue to execute extremely well in this challenging environment, and we are pleased with our third quarter results which were solid in light of current market conditions. We have further narrowed our guidance range to reflect that we now have only a few months left of the year, and we raised the midpoint of our guidance primarily to reflect operational outperformance year-to-date compared to our expectations, as well as some recent incremental strength at Crane Currency and Engineered Materials. I continue to remain highly confident in the strength and resilience of Crane's portfolio and in our long-term outlook as end markets continue to recover."
Cash Flow, Liquidity, and Other Financial Metrics
Cash provided from operating activities in the third quarter of 2020 was $132 million compared to $119 million in the third quarter of 2019. Capital expenditures in the third quarter of 2020 were $7 million compared to $15 million in the third quarter of 2019. Third quarter 2020 free cash flow (cash provided by operating activities less capital spending) was $124 million compared to $104 million in the third quarter of 2019.




Cash provided from operating activities in the first nine months of 2020 was $208 million compared to $171 million in the first nine months of 2019. Capital expenditures in the first nine months of 2020 were $21 million compared to $51 million in the first nine months of 2019. Free cash flow for the first nine months of 2020 was $188 million compared to $120 million in the first nine months of 2019.
The Company held $605 million in cash and short-term investments at September 30, 2020, compared to $394 million at December 31, 2019. Total debt was $1,324 million at September 30, 2020, compared to $991 million at December 31, 2019. As of September 30, 2020, liquidity of approximately $1,018 million was comprised of $605 million in cash and short-term investments, and $413 million available under our revolving credit facility.
Third Quarter 2020 Segment Results
All comparisons detailed in this section refer to operating results for the third quarter 2020 versus the third quarter 2019.
Fluid Handling

 
 
Third Quarter
 
Change
(dollars in millions)
 
2020
 
2019
 
 
 
 
Sales
 
$
252

 
$
276

 
$
(24
)
 
(9
%)
 
 
 
 
 
 
 
 
 
Operating Profit
 
$
26

 
$
35

 
$
(10
)
 
(27
%)
Operating Profit, before Special Items*
 
$
29

 
$
38

 
$
(9
)
 
(24
%)
 
 
 
 
 
 
 
 
 
Profit Margin
 
10.3
%
 
12.8
%
 
 
 
 
Profit Margin, before Special Items*
 
11.4
%
 
13.8
%
 
 
 
 
 
 
 
 
 
 
 
 
 
*Please see the attached Non-GAAP Financial Measures tables
Sales of $252 million decreased $24 million, or 9%, driven by a $42 million, or 15%, decline in core sales, partially offset by a $15 million, or 5%, benefit from an acquisition and $4 million, or 1%, of favorable foreign exchange. Operating profit margin declined to 10.3%, compared to 12.8% last year, primarily reflecting lower volumes, partially offset by productivity and cost reduction measures.




Excluding Special Items, operating profit margin declined to 11.4%, compared to 13.8% last year. Fluid Handling order backlog was $305 million at September 30, 2020 which includes $11 million related to the January 2020 I&S acquisition, compared to $267 million at December 31, 2019, and compared to $272 million at September 30, 2019.

Payment & Merchandising Technologies

 
 
Third Quarter
 
Change
(dollars in millions)
 
2020
 
2019
 
 
 
 
Sales
 
$
277

 
$
249

 
$
28

 
11
%
Sales, including acquisition-related deferred revenue*
 
$
280

 
$
249

 
$
31

 
12
%
 
 
 
 
 
 
 
 
 
Operating Profit
 
$
41

 
$
35

 
$
5

 
15
%
Operating Profit, before Special Items*
 
$
44

 
$
36

 
$
8

 
23
%
 
 
 
 
 
 
 
 
 
Profit Margin
 
14.6
%
 
14.1
%
 
 
 
 
Profit Margin, before Special Items*
 
15.8
%
 
14.5
%
 
 
 
 
 
 
 
 
 
 
 
 
 
*Please see the attached Non-GAAP Financial Measures tables
 
 
 
 
Sales of $277 million increased $28 million, or 11%, driven by a $42 million, or 17%, benefit from an acquisition, and $6 million, or 2%, of favorable foreign exchange, partially offset by a $19 million, or 8%, decline in core sales. Including $2.6 million of acquisition-related deferred revenue, sales in the third quarter of 2020 were $280 million. Operating profit margin increased to 14.6%, from 14.1% last year as productivity and benefits from cost saving measures more than offset the impact of lower volumes. Excluding Special Items, operating profit margin increased to 15.8%, from 14.5% last year.





Aerospace & Electronics

 
 
Third Quarter
 
Change
(dollars in millions)
 
2020
 
2019
 
 
 
 
Sales
 
$
157

 
$
197

 
$
(40
)
 
(20
%)
 
 
 
 
 
 
 
 
 
Operating Profit
 
$
25

 
$
47

 
$
(23
)
 
(48
%)
Operating Profit, before Special Items*
 
$
25

 
$
48

 
$
(24
)
 
(49
%)
 
 
 
 
 
 
 
 
 
Profit Margin
 
15.6
%
 
23.9
%
 
 
 
 
Profit Margin, before Special Items*
 
15.6
%
 
24.4
%
 
 
 
 
 
 
 
 
 
 
 
 
 
*Please see the attached Non-GAAP Financial Measures tables
Sales of $157 million decreased $40 million, or 20%, driven by lower core sales. Operating profit margin declined to 15.6%, from 23.9% last year, primarily reflecting lower core volumes, partially offset by strong productivity and the benefit of cost reduction measures. Excluding Special Items, operating profit margin declined to 15.6%, from 24.4% last year. Aerospace & Electronics' order backlog was $498 million at September 30, 2020, compared to a record $567 million at December 31, 2019, and compared to $564 million at September 30, 2019.

Engineered Materials

 
 
Third Quarter
 
Change
(dollars in millions)
 
2020
 
2019
 
 
 
 
Sales
 
$
48

 
$
50

 
$
(2
)
 
(4
%)
 
 
 
 
 
 
 
 
 
Operating Profit
 
$
9

 
$
6

 
$
3

 
53
%
 
 
 
 
 
 
 
 
 
Profit Margin
 
18.6
%
 
11.8
%
 
 
 
 
Sales decreased $2 million, or 4%, driven primarily by lower sales to the Building Products market, partially offset by stronger sales to Recreational Vehicle customers. Operating profit margin increased to 18.6%, from 11.8% last year, primarily reflecting productivity, the benefit of cost reduction measures, and lower material costs.





Updating Full Year Outlook
The Company’s current and best estimate of full-year 2020 GAAP EPS is now $3.10-$3.35, compared to the prior range of $2.65-$3.45. Excluding Special Items, the Company's current and best estimate of full-year 2020 EPS is now $3.75-$4.00, compared to the prior range of $3.30-$4.10. We now expect a full-year 2020 core sales decline of approximately 17% to 19%, compared to our prior expectation of a decline in the range of 17% to 21%. Our revised outlook for full-year 2020 free cash flow (cash provided by operating activities less capital spending) is now $230-$260 million compared to our prior outlook for a range of $200-$250 million. (Please see the attached non-GAAP Financial Measures tables.)

We note that continued uncertainty regarding the potential impact of the COVID-19 pandemic on demand and operations poses unique and substantial challenges for normal forecasting methodologies, making it difficult to accurately project future financial results.


Additional Information
Additional information with respect to the Company’s asbestos liability and related accounting provisions and cash requirements is set forth in the Current Report on Form 8-K filed with a copy of this press release.

Conference Call
Crane Co. has scheduled a conference call to discuss the third quarter financial results on Tuesday, October 27, 2020 at 10:00 A.M. (Eastern). All interested parties may listen to a live webcast of the call at http://www.craneco.com. An archived webcast will also be available to replay this conference call directly from the Company’s website under Investors, Events & Presentations. Slides that accompany the conference call will be available on the Company’s website.





Crane Co. is a diversified manufacturer of highly engineered industrial products. Founded in 1855, Crane Co. provides products and solutions to customers in the chemicals, oil & gas, power, automated payment solutions, banknote design and production and aerospace & defense markets, along with a wide range of general industrial and consumer related end markets. The Company has four business segments: Fluid Handling, Payment & Merchandising Technologies, Aerospace & Electronics and Engineered Materials. Crane Co. has approximately 11,000 employees in the Americas, Europe, the Middle East, Asia and Australia. Crane Co. is traded on the New York Stock Exchange (NYSE:CR). For more information, visit www.craneco.com.

This press release may contain forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. These statements are based on the management’s current beliefs, expectations, plans, assumptions and objectives regarding Crane Co.’s future financial performance and are subject to significant risks and uncertainties. Any discussions contained in this press release, except to the extent that they contain historical facts, are forward-looking and accordingly involve estimates, assumptions, judgments and uncertainties. There are a number of factors, including risks and uncertainties related to the ongoing COVID-19 pandemic, that could cause actual results or outcomes to differ materially from those expressed or implied in these forward-looking statements. Such factors also include, among others: uncertainties regarding the extent and duration of the impact of the COVID-19 pandemic on many aspects of our business, operations and financial performance; changes in economic, financial and end-market conditions in the markets in which we operate; fluctuations in raw material prices; the financial condition of our customers and suppliers; economic, social and political instability, currency fluctuation and other risks of doing business outside of the United States; competitive pressures, including the need for technology improvement, successful new product development and introduction and any inability to pass increased costs of raw materials to customers; our ability to value and successfully integrate acquisitions, to realize synergies and opportunities for growth and innovation, and to attract and retain highly qualified personnel and key management; a reduction in congressional appropriations that affect defense spending and our ability to predict the timing and award of substantial contracts in our banknote business; adverse effects on our business and results of operations, as a whole, as a result of increases in asbestos claims or the cost of defending and settling such claims; adverse effects as a result of environmental remediation activities, costs, liabilities and related claims; investment performance of our pension plan assets and fluctuations in interest rates, which may affect the amount and timing of future pension plan contributions; and other risks noted in reports that we file with the Securities and Exchange Commission, including the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019 and subsequent reports filed with the Securities and Exchange Commission. Crane Co. does not undertake any obligation to update or revise any forward-looking statements.





(Financial Tables Follow)



CRANE CO.
Income Statement Data
(in millions, except per share data)
 
 
 
Three Months Ended
 
 
Nine Months Ended
 
 
 
September 30,
 
 
September 30,
 
 
 
2020
 
2019
 
 
2020
 
2019
Net sales:
 
 
 
 
 
 
 
 
 
 
Fluid Handling
 
 
$
252.3

 
$
276.1

 
 
$
748.2

 
$
840.4

Payment & Merchandising Technologies
 
 
277.2

 
248.9

 
 
822.1

 
843.7

Aerospace & Electronics
 
 
157.0

 
197.2

 
 
507.3

 
596.3

Engineered Materials
 
 
48.3

 
50.1

 
 
132.9

 
165.2

Total net sales
 
 
734.8

 
772.3

 
 
2,210.5

 
2,445.6

 
 
 
 
 
 
 
 
 
 
 
Operating profit (loss):
 
 
 
 
 
 
 
 
 
 
Fluid Handling
 
 
25.9

 
35.4

 
 
74.1

 
106.8

Payment & Merchandising Technologies
 
 
40.5

 
35.1

 
 
68.9

 
124.8

Aerospace & Electronics
 
 
24.5

 
47.2

 
 
87.8

 
141.4

Engineered Materials
 
 
9.0

 
5.9

 
 
17.7

 
22.8

Corporate
 
 
(15.0
)
 
(14.3
)
 
 
(44.5
)
 
(50.0
)
Total operating profit
 
 
84.9

 
109.3

 
 
204.0

 
345.8

 
 
 
 
 
 
 
 
 
 
 
Interest income
 
 
0.6

 
0.6

 
 
1.3

 
1.9

Interest expense
 
 
(14.4
)
 
(11.7
)
 
 
(41.3
)
 
(35.0
)
Miscellaneous, net
 
 
4.3

 
(4.5
)
 
 
10.6

 
3.9

Income before income taxes
 
 
75.4

 
93.7

 
 
174.6

 
316.6

Provision for income taxes
 
 
18.8

 
21.1

 
 
40.4

 
70.5

Net income before allocation to noncontrolling interests
 
 
56.6

 
72.6

 
 
134.2

 
246.1

 
 
 
 
 
 
 
 
 
 
 
    Less: Noncontrolling interest in subsidiaries' earnings
 
 
—

 
0.1

 
 
—

 
0.2

 
 
 
 
 
 
 
 
 
 
 
Net income attributable to common shareholders
 
 
$
56.6

 
$
72.5

 
 
$
134.2

 
$
245.9

 
 
 
 
 
 
 
 
 
 
 
Share data:
 
 
 
 
 
 
 
 
 
 
Earnings per diluted share
 
 
$0.97
 
$1.19
 
 
$2.28
 
$4.05
 
 
 
 
 
 
 
 
 
 
 
Average diluted shares outstanding
 
 
58.5

 
60.8

 
 
58.9

 
60.8

Average basic shares outstanding
 
 
58.1

 
60.0

 
 
58.4

 
59.9

 
 
 
 
 
 
 
 
 
 
 
Supplemental data:
 
 
 
 
 
 
 
 
 
 
Cost of sales
 
 
$
480.0

 
$
494.4

 
 
$
1,445.3

 
$
1,557.4

Selling, general & administrative
 
 
169.9

 
168.6

 
 
561.2

 
542.4

Acquisition-related and integration charges 1
 
 
2.7

 
0.2

 
 
10.3

 
3.7

Repositioning related charges, net 1, 2
 
 
1.4

 
4.5

 
 
26.5

 
16.2

Depreciation and amortization 1
 
 
32.4

 
27.9

 
 
95.3

 
84.2

Stock-based compensation expense 1
 
 
5.7

 
5.6

 
 
16.2

 
16.8

1 Amounts included within cost of sales and/or selling, general & administrative costs.
2 Repositioning related charges in 2020 primarily consist of COVID-19 related severance and, to a lesser extent, acquisition-related repositioning and facility consolidation.

Totals may not sum due to rounding




CRANE CO.
Condensed Balance Sheets
(in millions)
 
 
 
September 30,
2020
 
December 31,
2019
Assets
 
 
 
 
Current assets
 
 
 
 
Cash and cash equivalents
 
$
544.6

 
$
393.9

Accounts receivable, net
 
439.5

 
555.1

Current insurance receivable - asbestos
 
14.1

 
14.1

Inventories, net
 
456.0

 
457.3

Other current assets
 
167.9

 
79.5

Total current assets
 
1,622.1

 
1,499.9

 
 
 
 
 
Property, plant and equipment, net
 
595.6

 
616.3

Long-term insurance receivable - asbestos
 
74.5

 
83.6

Other assets
 
741.0

 
751.5

Goodwill
 
1,589.8

 
1,472.4

 
 
 
 
 
Total assets
 
$
4,623.0

 
$
4,423.7

 
 
 
 
 
Liabilities and equity
 
 
 
 
Current liabilities
 
 
 
 
Short-term borrowings
 
$
481.4

 
$
149.4

Accounts payable
 
225.8

 
311.1

Current asbestos liability
 
65.0

 
65.0

Accrued liabilities
 
361.7

 
378.2

Income taxes
 
9.2

 
13.0

Total current liabilities
 
1,143.1

 
916.7

 
 
 
 
 
Long-term debt
 
842.7

 
842.0

Long-term deferred tax liability
 
54.4

 
55.8

Long-term asbestos liability
 
614.2

 
646.6

Other liabilities
 
459.5

 
486.3

 
 
 
 
 
Total equity
 
1,509.1

 
1,476.3

 
 
 
 
 
Total liabilities and equity
 
$
4,623.0

 
$
4,423.7


Totals may not sum due to rounding




CRANE CO.
Condensed Statements of Cash Flows
(in millions)
 
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 
 
2020
 
2019
 
2020
 
2019
Operating activities:
 
 
 
 
 
 
 
 
Net income attributable to common shareholders
 
$
56.6

 
$
72.5

 
$
134.2

 
$
245.9

Noncontrolling interest in subsidiaries' earnings
 
—

 
0.1

 
—

 
0.2

Net income before allocations to noncontrolling interests
 
56.6

 
72.6

 
134.2

 
246.1

Loss on deconsolidation of joint venture
 
—

 
—

 
—

 
1.2

Unrealized loss on marketable securities
 
—

 
3.1

 
—

 
—

Realized gain on marketable securities
 
—

 
(1.1
)
 
—

 
(1.1
)
Depreciation and amortization
 
32.4

 
27.9

 
95.3

 
84.2

Stock-based compensation expense
 
5.7

 
5.6

 
16.2

 
16.8

Defined benefit plans and postretirement (credit) cost
 
(1.8
)
 
3.6

 
(4.5
)
 
(0.4
)
Deferred income taxes
 
—

 
8.0

 
7.5

 
18.8

Cash provided by (used for) operating working capital
 
45.9

 
14.3

 
(8.2
)
 
(157.1
)
Defined benefit plans and postretirement contributions
 
(0.8
)
 
(0.9
)
 
(3.1
)
 
(6.0
)
Environmental payments, net of reimbursements
 
0.8

 
(2.5
)
 
(2.9
)
 
(6.5
)
Other
 
(2.8
)
 
(1.0
)
 
(2.7
)
 
4.0

  Subtotal
 
136.0

 
129.6

 
231.8

 
200.0

Asbestos related payments, net of insurance recoveries
 
(4.5
)
 
(11.1
)
 
(23.7
)
 
(29.0
)
Total provided by operating activities
 
131.5

 
118.5

 
208.1

 
171.0

 
 
 
 
 
 
 
 
 
Investing activities:
 
 
 
 
 
 
 
 
Proceeds from (payments for) acquisitions, net of cash acquired
 
3.1

 
—

 
(169.2
)
 
—

Proceeds from disposition of capital assets
 
1.2

 
0.4

 
3.9

 
1.3

Capital expenditures
 
(7.1
)
 
(14.8
)
 
(20.6
)
 
(50.9
)
Impact of deconsolidation of joint venture
 
—

 
—

 
—

 
(0.2
)
Purchase of marketable securities
 
(60.0
)
 
—

 
(60.0
)
 
(8.8
)
Proceeds from sale of marketable securities
 
—

 
9.9

 
—

 
9.9

Total used for investing activities
 
(62.8
)
 
(4.5
)
 
(245.9
)
 
(48.7
)
 
 
 
 
 
 
 
 
 
Financing activities:
 
 
 
 
 
 
 
 
Dividends paid
 
(25.0
)
 
(23.4
)
 
(75.4
)
 
(70.1
)
Reacquisition of shares on open market
 
—

 
—

 
(70.0
)
 
—

Stock options exercised, net of shares reacquired
 
3.5

 
1.4

 
4.2

 
2.6

Debt issuance costs
 
—

 
—

 
(1.3
)
 
—

Repayment of long-term debt
 
—

 
(1.7
)
 
—

 
(4.5
)
Proceeds from issuance of long-term debt
 
—

 
—

 
—

 
3.0

Proceeds from issuance of commercial paper with maturities greater than 90 days
 
—

 
—

 
251.3

 
—

Repayments of commercial paper with maturities greater than 90 days
 
(92.1
)
 
—

 
(188.6
)
 
—

Net repayments of commercial paper with maturities of 90 days or less
 
(14.0
)
 
—

 
(76.8
)
 
—

Proceeds from revolving credit facility
 
—

 
—

 
77.2

 
—

Repayments from revolving credit facility
 
—

 
—

 
(77.2
)
 
—

Proceeds from term loan
 
—

 
—

 
343.9

 
—

Total (used for) provided by financing activities
 
(127.6
)
 
(23.7
)
 
187.3

 
(69.0
)
Effect of exchange rate on cash and cash equivalents
 
11.4

 
(8.5
)
 
1.2

 
(7.9
)
(Decrease) increase in cash and cash equivalents
 
(47.5
)
 
81.8

 
150.7

 
45.4

Cash and cash equivalents at beginning of period
 
592.1

 
307.0

 
393.9

 
343.4

Cash and cash equivalents at end of period
 
$
544.6

 
$
388.8

 
$
544.6

 
$
388.8

Totals may not sum due to rounding



CRANE CO.
Order Backlog
(in millions)
 
 
 
September 30, 2020
 
June 30, 2020
 
March 31,
2020
 
December 31,
2019
 
September 30,
2019
Fluid Handling
 
$
304.8

1 
$
298.6

1 
$
293.4

1 
$
267.0

 
$
272.1

Payment & Merchandising Technologies
 
270.1

2 
285.5

2 
326.3

2 
311.4

2 
291.8

Aerospace & Electronics
 
498.1

 
505.7

 
547.5

 
567.4

 
564.3

Engineered Materials
 
11.1

 
10.1

 
10.8

 
9.4

 
10.1

Total backlog
 
$
1,084.1

 
$
1,099.9

 
$
1,178.0

 
$
1,155.2

 
$
1,138.3


1 Includes $11 million, $11 million and $12 million as of September 30, 2020 June 30, 2020 and March 31, 2020, respectively, of backlog pertaining to the I&S business acquired in January 2020

2 Includes $40 million, $46 million, $43 million and $44 million as of September 30, 2020, June 30, 2020, March 31, 2020 and December 31, 2019, respectively, of backlog pertaining to the Cummins Allison business acquired in December 2019.

Totals may not sum due to rounding




CRANE CO.
Non-GAAP Financial Measures
(in millions, except per share data)
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 
Percent Change
 
2020
 
2019
 
2020
 
2019
 
Three Months
 
Nine Months
INCOME ITEMS
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net sales - GAAP
$
734.8

 
$
772.3

 
$
2,210.5

 
$
2,445.6

 
(4.9
)%
 
(9.6
)%
Acquisition-related deferred revenue 1
2.6

 
—

 
7.7

 
—

 
 
 
 
Net sales before special items
$
737.4

 
$
772.3

 
$
2,218.2

 
$
2,445.6

 
(4.5
)%
 
(9.3
)%
 
 
 
 
 
 
 
 
 
 
 
 
Operating profit - GAAP
84.9

 
109.3

 
204.0

 
345.8

 
(22.3
)%
 
(41.0
)%
Percentage of sales
11.6
%
 
14.2
%
 
9.2
%
 
14.1
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Special items impacting operating profit:
 
 
 
 
 
 
 
 
 
 
 
Acquisition-related deferred revenue 1
2.6

 
—

 
7.7

 
—

 
 
 
 
Acquisition-related and integration charges
2.7

 
0.2

 
10.3

 
3.7

 
 
 
 
Repositioning related charges, net of gain on property sale  2
1.4

 
4.5

 
26.5

 
16.2

 
 
 
 
Operating profit before special items
$
91.6

 
$
114.0

 
$
248.5

 
$
365.7

 
(19.6
)%
 
(32.0
)%
Percentage of sales
12.4
%
 
14.8
%
 
11.2
%
 
15.0
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net income attributable to common shareholders - GAAP
$
56.6

 
$
72.5

 
$
134.2

 
$
245.9

 
(21.9
)%
 
(45.4
)%
Per diluted share
$
0.97

 
$
1.19

 
$
2.28

 
$
4.05

 
(18.5
)%
 
(43.7
)%
 
 
 
 
 
 
 
 
 
 
 
 
Special items impacting net income attributable to common shareholders:
 
 
 
 
 
 
 
 
 
 
 
Acquisition-related deferred revenue - net of tax 1
1.9

 
—

 
5.7

 
—

 
 
 
 
Per diluted share
$
0.03

 
 
 
$
0.10

 
 
 
 
 
 
Acquisition-related and integration charges - net of tax
2.1

 
0.1

 
7.9

 
2.6

 
 
 
 
Per diluted share
$
0.04

 
$
0.00

 
$
0.13

 
0.04

 
 
 
 
Repositioning related charges, net of gain on property sale - net of tax 2
1.0

 
6.2

 
19.9

 
16.6

 
 
 
 
Per diluted share
$
0.02

 
$
0.10

 
$
0.34

 
$
0.27

 
 
 
 
Unrealized gain on marketable securities - net of tax
—

 
2.5

 
—

 
—

 
 
 
 
Per diluted share
 
 
$
0.04

 
 
 
 
 
 
 
 
Realized gain on marketable securities - net of tax
—

 
(0.8
)
 
—

 
(0.8
)
 
 
 
 
Per diluted share
 
 
$
(0.01
)
 
 
 
$
0.00

 
 
 
 
Impact of non-cash pension cost adjustment - net of tax
—

 
4.5

 
—

 
4.5

 
 
 
 
Per diluted share
 
 
$
0.07

 
 
 
$
0.07

 
 
 
 
Deconsolidation of joint venture - net of tax
—

 
—

 
—

 
0.8

 
 
 
 
Per diluted share
 
 
 
 
 
 
$
0.01

 
 
 
 
Net income attributable to common shareholders before special items
$
61.6

 
$
85.0

 
$
167.7

 
$
269.6

 
(27.5
)%
 
(37.8
)%
Per diluted share
$
1.05

 
$
1.40

 
$
2.85

 
$
4.44

 
(24.7
)%
 
(35.9
)%



 
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 
 
2020
 
2019
 
2020
 
2019
Special items impacting provision for income taxes:
 
 
 
 
 
 
 
 
Provision for income taxes - GAAP
 
$
18.8

 
$
21.1

 
$
40.4

 
$
70.5

Tax effect of acquisition-related deferred revenue 1
 
0.7

 
—

 
2.0

 
—

Tax effect of acquisition-related and integration charges
 
0.6

 
0.1

 
2.4

 
1.1

Tax effect of repositioning related charges 2
 
0.4

 
(1.7
)
 
6.6

 
1.4

Tax effect of unrealized loss on marketable securities
 
—

 
0.7

 
—

 
(0.7
)
Tax effect of realized gain on marketable securities
 
—

 
(0.3
)
 
—

 
—

Tax effect of deconsolidation of joint venture
 
—

 
—

 
—

 
0.4

Tax effect of impact of non-cash pension cost adjustment
 
—

 
1.3

 
—

 
—

Provision for income taxes before special items
 
$
20.5

 
$
21.2

 
$
51.4

 
$
72.7


1 Acquisition-related revenue that would otherwise be recognized but for the purchase accounting treatment of acquisitions.
2 Repositioning related charges in 2020 primarily consist of COVID-19 related severance and, to a lesser extent, acquisition-related repositioning and facility consolidation.
Totals may not sum due to rounding



CRANE CO.
Non-GAAP Financial Measures
Segment Information
(in millions)
For the three months ended September 30, 2020
 
Fluid Handling
 
Payment & Merchandising Technologies
 
Aerospace & Electronics
 
Engineered Materials
 
Corporate
 
Total Company
Net sales - GAAP
 
$
252.3

 
$
277.2

 
$
157.0

 
$
48.3

 
$
—

 
$
734.8

Acquisition-related deferred revenue1
 
—

 
2.6

 
—

 
—

 
—

 
2.6

Net sales before special items
 
$
252.3

 
$
279.8

 
$
157.0

 
$
48.3

 
$
—

 
$
737.4

 
 
 
 
 
 
 
 
 
 
 
 
 
Operating profit (loss) - GAAP
 
25.9

 
40.5

 
24.5

 
9.0

 
(15.0
)
 
84.9

Acquisition-related deferred revenue1
 
—

 
2.6

 
—

 
—

 
—

 
2.6

Acquisition-related and integration charges
 
1.7

 
1.0

 
—

 
—

 
—

 
2.7

Repositioning related charges, net 2
 
1.2

 
0.2

 
—

 
—

 
—

 
1.4

Operating profit (loss) before special items
 
$
28.8

 
$
44.3

 
$
24.5

 
$
9.0

 
$
(15.0
)
 
$
91.6

Percentage of sales
 
11.4
%
 
15.8
%
 
15.6
%
 
18.6
%
 
 
 
12.4
%
For the three months ended September 30, 2019
 
Fluid Handling
 
Payment & Merchandising Technologies
 
Aerospace & Electronics
 
Engineered Materials
 
Corporate
 
Total Company
Net sales
 
$
276.1

 
$
248.9

 
$
197.2

 
$
50.1

 
$
—

 
$
772.3

 
 
 
 
 
 
 
 
 
 
 
 
 
Operating profit (loss) - GAAP
 
35.4

 
35.1

 
47.2

 
5.9

 
(14.3
)
 
109.3

Acquisition-related and integration charges
 
—

 
0.1

 
—

 
—

 
0.1

 
0.2

Repositioning related charges, net
 
2.6

 
0.9

 
1.0

 
—

 
—

 
4.5

Operating profit (loss) before special items
 
$
38.0

 
$
36.1

 
$
48.2

 
$
5.9

 
$
(14.2
)
 
$
114.0

Percentage of sales
 
13.8
%
 
14.5
%
 
24.4
%
 
11.8
%
 
 
 
14.8
%
For the nine months ended September 30, 2020
 
Fluid Handling
 
Payment & Merchandising Technologies
 
Aerospace & Electronics
 
Engineered Materials
 
Corporate
 
Total Company
Net sales - GAAP
 
$
748.2

 
$
822.1

 
$
507.3

 
$
132.9

 
$
—

 
$
2,210.5

Acquisition-related deferred revenue1
 
—

 
7.7

 
—

 
—

 
—

 
7.7

Net sales before special items
 
$
748.2

 
$
829.8

 
$
507.3

 
$
132.9

 
$
—

 
$
2,218.2

 
 
 
 
 
 
 
 
 
 
 
 
 
Operating profit (loss) - GAAP
 
74.1

 
68.9

 
87.8

 
17.7

 
(44.5
)
 
204.0

Acquisition-related deferred revenue1
 
—

 
7.7

 
—

 
—

 
—

 
7.7

Acquisition-related and integration charges
 
5.0

 
5.1

 
—

 
—

 
0.2

 
10.3

Repositioning related charges, net 2
 
7.7

 
13.5

 
4.7

 
0.6

 
—

 
26.5

Operating profit (loss) before special items
 
$
86.8

 
$
95.2

 
$
92.5

 
$
18.3

 
$
(44.3
)
 
$
248.5

Percentage of sales
 
11.6
%
 
11.5
%
 
18.2
%
 
13.8
%
 
 
 
11.2
%
For the nine months ended September 30, 2019
 
Fluid Handling
 
Payment & Merchandising Technologies
 
Aerospace & Electronics
 
Engineered Materials
 
Corporate
 
Total Company
Net sales
 
$
840.4

 
$
843.7

 
$
596.3

 
$
165.2

 
$
—

 
$
2,445.6

 
 
 
 
 
 
 
 
 
 
 
 
 
Operating profit (loss) - GAAP
 
106.8

 
124.8

 
141.4

 
22.8

 
(50.0
)
 
345.8

Acquisition-related and integration charges
 
—

 
1.6

 
—

 
—

 
2.1

 
3.7

Repositioning related charges, net
 
7.3

 
5.6

 
3.3

 
—

 
—

 
16.2

Operating profit (loss) before special items
 
$
114.1

 
$
132.0

 
$
144.7

 
$
22.8

 
$
(47.9
)
 
$
365.7

Percentage of sales
 
13.6
%
 
15.7
%
 
24.3
%
 
13.8
%
 
 
 
15.0
%

1 Acquisition-related revenue that would otherwise be recognized but for the purchase accounting treatment of acquisitions.
2 Repositioning related charges in 2020 primarily consist of COVID-19 related severance and, to a lesser extent, acquisition-related repositioning and facility consolidation.
Totals may not sum due to rounding



CRANE CO.
Guidance
(in millions, except per share data)

 
 
2020 Full Year Guidance
SALES GUIDANCE:
 
Low
 
High
 
 
 
 
 
Sales - GAAP basis
 
$
2,890

 
$
2,940

Acquisition-related deferred revenue1
 
10

 
10

Sales - non-GAAP basis
 
$
2,900

 
$
2,950


 
 
2020 Full Year Guidance
EARNINGS PER SHARE GUIDANCE:
 
Low
 
High
 
 
 
 
 
Earnings per share - GAAP basis
 
$
3.10

 
$
3.35

Repositioning and other 2
 
0.40

 
0.40

M&A related 3
 
0.25

 
0.25

Earnings per share - non-GAAP basis
 
$
3.75

 
$
4.00


1 Acquisition-related revenue that would otherwise be recognized but for the purchase accounting treatment of acquisitions.
2 Repositioning related charges in 2020 primarily consist of COVID-19 related severance and, to a lesser extent, acquisition-related repositioning and facility consolidation.
3 Includes acquisition-related deferred revenue and acquisition-related and integration charges.
 
 
Three Months Ended September 30,
 
Nine Months
Ended September 30,
 
2020 Full Year Guidance
CASH FLOW ITEMS:
 
2020
 
2019
 
2020
 
2019
 
Low
 
High
Cash provided by operating activities before asbestos-related payments
 
$
136.0

 
$
129.6

 
$
231.8

 
$
200.0

 
$
320.0

 
$
350.0

Asbestos-related payments, net of insurance recoveries
 
(4.5
)
 
(11.1
)
 
(23.7
)
 
(29.0
)
 
(50.0
)
 
(50.0
)
Cash provided by operating activities
 
131.5

 
118.5

 
208.1

 
171.0

 
270.0

 
300.0

Less: Capital expenditures
 
(7.1
)
 
(14.8
)
 
(20.6
)
 
(50.9
)
 
(40.0
)
 
(40.0
)
Free cash flow
 
$
124.4

 
$
103.7

 
$
187.5

 
$
120.1

 
$
230.0

 
$
260.0



Totals may not sum due to rounding
The Company reports its financial results in accordance with U.S. generally accepted accounting principles (GAAP). Certain non-GAAP measures are provided in this presentation. Management believes that non-GAAP financial measures which exclude certain non-recurring items present additional useful comparisons between current results and results in prior operating periods. Specifically, management believes that, when considered together with reported amounts, these non-GAAP measures are useful to investors and management in understanding ongoing operations and by providing a clearer view of the underlying trends of the business. In addition, Free Cash Flow provides supplemental information to assist investors and management in analyzing the Company’s ability to generate liquidity from its operating activities. The measure of Free Cash Flow does not take into consideration certain other non-discretionary cash requirements such as, for example, mandatory principal payments on the Company's long-term debt. Management uses non-GAAP financial measures in evaluating the Company's core operating results and financial performance. Non-GAAP financial measures, which may be inconsistent with similarly captioned measures presented by other companies, should be viewed as a supplement to, and not as a substitute for or superior to, the Company’s reported results prepared in accordance with GAAP. Reconciliations of the Company’s non-GAAP financial measures to the most directly comparable GAAP results are included in the tables at the end of this press release.