8-K

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): May 3, 2021

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 May 3, 2021, Crane Co. (the “Company”) announced its results of operations for the quarter ended March 31, 2021. 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 March 31, 2021, 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		Year Ended
	March 31,		December 31,
	2021	2020	2020
Beginning claims	29,138	29,056	29,056
New claims	733	681	2,620
Settlements	(160)	(165)	(885)
Dismissals	(304)	(410)	(1,653)
Ending claims	29,407	29,162	29,138

Of the 29,407 pending claims as of March 31, 2021, approximately 18,000 claims were pending in New York of which approximately 16,000 are non-malignancy claims that were filed over 15 years ago and have been inactive under New York court orders.

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 gross settlement and defense costs incurred (before insurance recoveries and tax effects) by us for the three months ended March 31, 2021 and 2020 totaled $9.1 million and $12.6 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 three months ended March 31, 2021 and, 2020 totaled $10.8 million and $11.7 million, respectively. Detailed below are the comparable amounts for the periods indicated.

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	Three Months Ended				Year Ended
(in millions)	March 31,				December 31,
	2021		2020		2020
Settlement / indemnity costs incurred (1)	$	5.5	$	8.2	$	35.3
Defense costs incurred (1)	3.6		4.4		15.6
Total costs incurred	$	9.1	$	12.6	$	50.9
Settlement / indemnity payments	$	10.1	$	11.0	$	24.7
Defense payments	3.2		4.3		16.7
Insurance receipts	(2.5)		(3.6)		(10.3)
Pre-tax cash payments, net	$	10.8	$	11.7	$	31.1

(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 March 31, 2021, we have resolved (by settlement or dismissal) approximately 142,000 claims. The related settlement cost incurred by us and our insurance carriers is approximately $684 million, for an average settlement cost per resolved claim of approximately $4,800. The average settlement cost per claim resolved during the years ended December 31, 2020, 2019 and 2018 was $13,900, $15,800, and $11,300, 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

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

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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 and we expect this new trend of these types of group settlements to continue. 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 $657 million and $670 million as of March 31, 2021 and December 31, 2020, respectively. 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 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 March 31, 2021 and December 31, 2020 is $66.5 million, respectively 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 March 31, 2021, 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 March 31, 2021.

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 and received a total of $82.5 million in

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aggregate as a result of those settlements. 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 $84 million and $87 million as of March 31, 2021 and December 31, 2020, respectively.

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 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

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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.

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SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01 Financial Statements and Exhibits.

(a)	None
(b)	None
(c)	None
(d)	Exhibits
99.1	Earnings Press Release dated May 3, 2021 and Crane Co. Quarterly Financial Data Supplement for the quarter ended March 31, 2021

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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.
May 3, 2021
	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
	5/3/2021
Entity Central Index Key	0000025445
Amendment Flag	false

9

EX-99.1

Exhibit 99.1

Contact:

Jason D. Feldman

Vice President, Investor Relations

203-363-7329

www.craneco.com

Crane Co. Reports First Quarter 2021 Results and Raises 2021 EPS Guidance

First Quarter 2021 Highlights

•GAAP earnings per diluted share (EPS) of $1.84.

•Excluding Special Items, EPS of $1.66 increased 44% compared to $1.15 in the first quarter of 2020.

•Raising GAAP EPS Guidance to $5.75-$5.95, from $4.95-$5.15.

•Raising EPS Guidance, excluding Special Items, to $5.65-$5.85, from $5.00-$5.20.

STAMFORD, CONNECTICUT - May 3, 2021 - Crane Co. (NYSE: CR), a diversified manufacturer of highly engineered industrial products, reported first quarter 2021 financial results and updated its full-year 2021 outlook.

Max Mitchell, Crane Co. President and Chief Executive Officer stated: “We delivered exceptionally strong results in the first quarter. Each of our three global strategic growth platforms delivered robust results ahead of expectations, with Crane Currency driving the most substantial outperformance in the quarter. Across all of our businesses and end markets, while uncertainty still exists, we continue to see strengthening underlying trends. In addition, we continue to drive growth above market rates through our consistent investment in technology and strategic growth initiatives. We are extremely well positioned to continue this outgrowth as end markets recover, and we expect strong operating leverage given our consistently solid execution. We look forward to providing additional details of our growth outlook specifically at Aerospace & Electronics during our upcoming May 26 virtual investor event."

"Considering our strong performance in the first quarter and improving market conditions, we are raising our adjusted EPS guidance by $0.65 to a range of $5.65-$5.85 reflecting a 50% year-over-year increase in adjusted EPS. We have clear momentum from strengthening markets, as well as increasing traction with our growth initiatives, and I am confident that we are on a path to generate substantial and sustainable value for all of our stakeholders.”

First Quarter 2021 Results

First quarter 2021 GAAPearnings per diluted share (EPS) of $1.84, compared to $1.05 in the first quarter of 2020. First quarter 2021 GAAP EPS included an $0.18 gain primarily related to the sale of real estate. Excluding Special Items, first quarter 2021 EPS was $1.66, compared to $1.15 in the first quarter of 2020. (Please see the attached Non-GAAP Financial Measures tables for a detailed reconciliation of reported results to adjusted measures.)

First quarter 2021 sales were $834 million, an increase of 5% compared to the first quarter of 2020. The sales increase was comprised of a $25 million, or 3%, benefit from favorable foreign exchange, a $5 million, or 1%, increase in core sales, and a $5 million, or 1%, benefit from an acquisition.

First quarter 2021 operating profit was $146 million, compared to $89 million in the first quarter of 2020. Operating profit margin was 17.6%, compared to 11.1% last year, with the improvement driven primarily by benefits of 2020 cost actions, productivity, and continued strong performance at Crane Currency. Excluding Special Items, first quarter 2021 operating profit was $135 million, compared to $96 million last year. Excluding Special Items, operating profit margin was 16.2%, compared to 12.0% last year. (Please see the attached Non-GAAP Financial Measures tables for a detailed reconciliation of reported results to adjusted measures.)

	First Quarter						Change
(dollars in millions)	2021			2020			$		%
Net sales	$	834		$	798		$	36	5%
Core sales							5		1%
Foreign exchange							25		3%
Acquisitions, net							5		1%
Operating profit	$	146		$	89		$	58	65%
Operating profit, before special Items (adjusted)*	$	135		$	96		$	38	40%
Operating profit margin	17.6		%	11.1		%			650bps
Operating profit margin, before special items (adjusted)*	16.2		%	12.0		%			420bps
*Please see the attached Non-GAAP Financial Measures tables

Cash Flow and Other Financial Metrics

Cash provided by operating activities in the first quarter of 2021 was $50 million, compared to a use of $36 million in the first quarter of 2020. Capital expenditures in the first quarter of 2021 were $5 million, compared to $8 million last year. First quarter 2021 free cash flow (cash provided by operating activities less capital spending) was positive $45 million and compared to negative $43 million last year.

During the first quarter, we received cash proceeds of $15 million from the sale of real estate in Long Beach, California that was recorded as cash from investing activities, and consequently, excluded from free cash flow. The property sale was enabled by prior repositioning activities that relocated our Long Beach manufacturing operations to other facilities. Since 2017, we have received proceeds from the sale of real estate and other assets facilitated by repositioning activities of approximately $47 million.

The Company held cash and short-term investments of $588 million at March 31, 2021, compared to $581 million at December 31, 2020. Total debt was $1,190 million at March 31, 2021, compared to $1,219 million at December 31, 2020.

On April 15, 2021, the company repaid its $343 million 364-day term loan. As this repayment was subsequent to the end of the first quarter, it is not reflected in our cash or debt balances as of March 31, 2021.

First Quarter 2021 Segment Results

All comparisons detailed in this section refer to operating results for the first quarter 2021 versus the first quarter 2020.

Fluid Handling

	First Quarter						Change
(dollars in millions)	2021			2020			$		%
Net sales	$	288		$	257		$	31	12%
Core sales							15		6%
Foreign exchange							12		5%
Acquisitions, net							5		2%
Operating profit	$	50		$	28		$	22	78%
Operating profit, before special Items (adjusted)*	$	39		$	31		$	8	24%
Operating profit margin	17.4		%	10.9		%			650bps
Operating profit margin, before special items (adjusted)*	13.4		%	12.2		%			120bps

*Please see the attached Non-GAAP Financial Measures tables

Sales of $288 million increased $31 million, or 12%, driven by a $15 million, or 6%, increase in core sales, a $12 million, or 5%, benefit from favorable foreign exchange, and a $5 million, or 2%, benefit from an acquisition. Operating profit margin increased to 17.4%, compared to 10.9% last year, primarily reflecting a gain on the sale of real estate, productivity, benefits from 2020 cost actions, and the impact of higher sales volumes. Excluding Special Items, operating margin increased to 13.4%, compared to 12.2% last year. Fluid Handling order backlog was $325 million at March 31, 2021, compared to $313 million at December 31, 2020, and compared to $293 million at March 31, 2020.

Payment & Merchandising Technologies

	First Quarter						Change
(dollars in millions)	2021			2020			$		%
Net sales	$	338		$	297		$	40	13	%
Net sales, including acquisition-related deferred revenue*	338			300			38		13	%
Core sales							27		9	%
Foreign exchange							13		4	%
Operating profit	$	86		$	26		60		225	%
Operating profit, before special Items (adjusted)*	$	85		$	31		55		176	%
Operating profit margin	25.4		%	8.9		%			1,650bps
Operating profit margin, before special items (adjusted)*	25.3		%	10.3		%			1,500bps

*Please see the attached Non-GAAP Financial Measures tables

Sales of $338 million increased $40 million, or 13%, driven by a $27 million, or 9%, increase in core sales, and a $13 million, or 4%, benefit from favorable foreign exchange. Operating profit margin increased to 25.4%, from 8.9% last year, primarily reflecting continued strong performance at Crane Currency, productivity, and benefits from 2020 cost actions. Excluding Special Items, operating profit margin increased to 25.3%, from 10.3% last year.

Aerospace & Electronics

	First Quarter						Change
(dollars in millions)	2021			2020			$		%
Net sales	$	154		$	193		$	(39)	(20	%)
Operating profit	$	26		$	44		$	(18)	(41	%)
Operating profit margin	16.9		%	22.7		%			(580bps)

Sales of $154 million decreased $39 million, or 20%. Operating profit margin declined to 16.9%, from 22.7% last year, primarily reflecting the impact of lower core volumes, partially offset by benefits from 2020 cost actions. Aerospace & Electronics' order backlog was $482 million at March 31, 2021, compared to $491 million at December 31, 2020, and compared to $548 million at March 31, 2020.

Engineered Materials

	First Quarter						Change
(dollars in millions)	2021			2020			$		%
Net sales	$	54		$	51		$	3	6	%
Operating profit	$	6		$	7		$	(1)	(7	%)
Operating profit margin	11.8		%	13.6		%			(180 bps)

Sales increased $3 million, or 6%. Operating margin declined to 11.8%, from 13.6% last year.

Updating Full Year Outlook

We are raising our 2021 full year GAAP EPS guidance to a range of $5.75-$5.95, compared to the prior range of $4.95-$5.15.

We are raising our 2021 full year EPS guidance excluding Special Items (adjusted) to a range of $5.65-$5.85, compared to the prior range of $5.00-$5.20. Revised guidance now assumes core sales growth of +4% to +6%, compared to the prior range of +2% to +4%. Additional details of our revised guidance are shown in the following table (Please see the attached non-GAAP Financial Measures tables.)

Full Year 2021 Guidance Details*
($ Millions, except per share amounts)	Prior Guidance (2/24/2021)	Updated Guidance
Net sales	$3,080	$3,185
Core sales growth	+2% to +4%	+4% to +6%
Acquisition benefit	~$5	~$5
FX translation	+1.5%	+2.5%
Diluted earnings per share, GAAP	$4.95 to $5.15	$5.75 to $5.95
Diluted earnings per share, non-GAAP (adjusted)	$5.00 to $5.20	$5.65 to $5.85
Operating cash flow	$340 to $370	$375 to $405
Capital expenditures	$75	$75
Free cash flow	$265 to $295	$300 to $330
Corporate expense	$65	$77
Adjusted tax rate	~21.5%	~$21.0%
Non-operating expense, net	$35	$31
Full-year diluted share count	~59 million	~59 million

*Please see the attached Non-GAAP Financial Measures tables

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 first quarter financial results onTuesday, May 4, 2021 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, 2020 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 March 31,
	2021		2020
Net sales:
Fluid Handling	$	288.0	$	256.7
Payment & Merchandising Technologies	337.5		297.4
Aerospace & Electronics	154.1		192.9
Engineered Materials	53.9		50.9
Total net sales	833.5		797.9
Operating profit:
Fluid Handling	49.9		28.0
Payment & Merchandising Technologies	85.9		26.4
Aerospace & Electronics	26.0		43.8
Engineered Materials	6.4		6.9
Corporate	(21.8)		(16.5)
Total operating profit	146.4		88.6
Interest income	0.4		0.4
Interest expense	(13.6)		(12.5)
Miscellaneous, net	3.9		3.8
Income before income taxes	137.1		80.3
Provision for income taxes	28.7		17.5
Net income attributable to common shareholders	$	108.4	$	62.8
Share data:
Earnings per diluted share	$	1.84	$	1.05
Average diluted shares outstanding	58.9		59.6
Average basic shares outstanding	58.2		58.8
Supplemental data:
Cost of sales	$	513.6	$	513.3
Selling, general & administrative	173.4		196.0
Acquisition-related and integration charges 1	—		5.2
Repositioning related (gain) charges, net 1	(11.7)		0.1
Depreciation and amortization 1	31.6		29.9
Stock-based compensation expense 1	6.3		5.8
1 Amounts included within Cost of sales and/or Selling, general & administrative costs.

CRANE CO.

Condensed Balance Sheets

(in millions)

	March 31, 2021		December 31, 2020
Assets
Current assets
Cash and cash equivalents	$	578.4	$	551.0
Accounts receivable, net	483.4		432.7
Current insurance receivable - asbestos	14.4		14.4
Inventories, net	436.9		438.2
Other current assets	129.3		137.4
Total current assets	1,642.4		1,573.7
Property, plant and equipment, net	574.5		600.4
Long-term insurance receivable - asbestos	70.0		72.5
Other assets	704.5		733.3
Goodwill	1,595.1		1,609.0
Total assets	$	4,586.5	$	4,588.9
Liabilities and equity
Current liabilities
Short-term borrowings	$	346.9	$	375.7
Accounts payable	233.6		218.4
Current asbestos liability	66.5		66.5
Accrued liabilities	374.7		395.9
Income taxes	12.9		0.1
Total current liabilities	1,034.6		1,056.6
Long-term debt	843.2		842.9
Long-term deferred tax liability	49.1		53.6
Long-term asbestos liability	590.3		603.6
Other liabilities	471.3		501.1
Total equity	1,598.0		1,531.1
Total liabilities and equity	$	4,586.5	$	4,588.9

CRANE CO.

Condensed Statements of Cash Flows

(in millions)

	Three Months Ended March 31,
	2021		2020
Operating activities:
Net income attributable to common shareholders	$	108.4	$	62.8
Gain on sale of property	(12.7)		—
Depreciation and amortization	31.6		29.9
Stock-based compensation expense	6.3		5.8
Defined benefit plans and postretirement credit	(1.7)		(1.8)
Deferred income taxes	0.3		6.1
Cash used for operating working capital	(54.8)		(123.7)
Defined benefit plans and postretirement contributions	(15.8)		(1.5)
Environmental payments, net of reimbursements	(1.5)		(2.7)
Other	0.9		1.3
Subtotal	61.0		(23.8)
Asbestos related payments, net of insurance recoveries	(10.8)		(11.7)
Total provided by (used for) operating activities	50.2		(35.5)
Investing activities:
Payments for acquisitions, net of cash acquired	—		(172.0)
Proceeds from disposition of capital assets	14.5		2.4
Capital expenditures	(4.9)		(7.8)
Purchase of marketable securities	(10.0)		—
Proceeds from sale of marketable securities	30.0		—
Total provided by (used for) investing activities	29.6		(177.4)
Financing activities:
Dividends paid	(25.0)		(25.5)
Reacquisition of shares on open market	—		(70.0)
Stock options exercised, net of shares reacquired	7.2		0.1
Proceeds from issuance of commercial paper with maturities greater than 90 days	—		170.0
Repayments of commercial paper with maturities greater than 90 days	(27.1)		—
Net proceeds from issuance of commercial paper with maturities of 90 days or less	—		14.5
Net borrowings under revolving credit facility	—		45.2
Total (used for) provided by financing activities	(44.9)		134.3
Effect of exchange rate on cash and cash equivalents	(7.5)		(12.5)
Increase (decrease) in cash and cash equivalents	27.4		(91.1)
Cash and cash equivalents at beginning of period	551.0		393.9
Cash and cash equivalents at end of period	$	578.4	$	302.8

CRANE CO.

Order Backlog

(in millions)

	March 31,  2021		December 31,  2020		September 30,  2020		June 30,  2020		March 31,  2020
Fluid Handling	$	325.4	$	313.4	$	304.8	$	298.6	$	293.4
Payment & Merchandising Technologies	337.0		347.6		270.1		285.5		326.3
Aerospace & Electronics	481.6		491.2		498.1		505.7		547.5
Engineered Materials	17.0		12.8		11.1		10.1		10.8
Total backlog	$	1,161.0	$	1,165.0	$	1,084.1	$	1,099.9	$	1,178.0

CRANE CO.

Non-GAAP Financial Measures

(in millions, except per share data)

	Three Months Ended March 31,
	2021					2020					% Change
	$			Per Share		$			Per Share		(on $)
Net sales (GAAP)	$	833.5				$	797.9				4.5	%
Acquisition-related deferred revenue1	—					2.5
Net sales before special items (adjusted)	$	833.5				$	800.4				4.1	%
Operating profit (GAAP)	$	146.4				$	88.6				65.2	%
Operating profit margin (GAAP)	17.6		%			11.1		%
Special items impacting operating profit:
Acquisition-related deferred revenue 1	—					2.5
Acquisition-related and integration charges	—					5.2
Repositioning related (gain) charges, net	(11.7)					0.1
Operating profit before special items (adjusted)	$	134.7				$	96.4				39.7	%
Operating profit margin before special items (adjusted)	16.2		%			12.0		%
Net income attributable to common shareholders (GAAP)	$	108.4		$	1.84	$	62.8		$	1.05	72.6	%
Special items, net of tax, impacting net income attributable to common shareholders:
Acquisition-related deferred revenue 1	—					1.9			0.03
Acquisition-related and integration charges	—					3.9			0.07
Repositioning related (gain) charges, net	(10.8)			(0.18)		0.2			0.00
Net income, net of tax, attributable to common shareholders before special items (adjusted)	$	97.6		$	1.66	$	68.8		$	1.15	41.9	%
Special items impacting provision for income taxes:
Provision for income taxes (GAAP)	$	28.7				$	17.5
Tax effect of acquisition-related deferred revenue 1	—					0.6
Tax effect of acquisition-related and integration charges	—					1.3
Tax effect of repositioning related (gain) charges, net	(0.9)					(0.1)
Provision for income taxes before special items (adjusted)	$	27.8				$	19.3
1 Acquisition-related revenue that would otherwise be recognized but for the purchase accounting treatment of acquisitions.
Totals may not sum due to rounding

CRANE CO.

Non-GAAP Financial Measures, by Segment

(in millions)

Three Months Ended March 31, 2021	Fluid Handling			Payment & Merchandising Technologies			Aerospace & Electronics			Engineered Materials			Corporate		Total Company
Net sales (GAAP)	$	288.0		$	337.5		$	154.1		$	53.9		$	—	$	833.5
Operating profit (GAAP)	49.9			85.9			26.0			6.4			(21.8)		146.4
Operating profit margin (GAAP)	17.4		%	25.4		%	16.9		%	11.8		%			17.6		%
Special items impacting operating profit:
Repositioning related gain, net	(11.2)			(0.5)			—			—			—		(11.7)
Operating profit before special items (adjusted)	$	38.7		$	85.4		$	26.0		$	6.4		$	(21.8)	$	134.7
Operating profit margin before special items (adjusted)	13.4		%	25.3		%	16.9		%	11.8		%			16.2		%
Three Months Ended March 31, 2020
Net sales (GAAP)	$	256.7		$	297.4		$	192.9		$	50.9		$	—	$	797.9
Acquisition-related deferred revenue1	—			2.5			—			—			—		2.5
Net sales before special items (adjusted)	$	256.7		$	299.9		$	192.9		$	50.9		$	—	$	800.4
Operating profit (GAAP)	$	28.0		$	26.4		$	43.8		$	6.9		$	(16.5)	$	88.6
Operating profit margin (GAAP)	10.9		%	8.9		%	22.7		%	13.6		%			11.1		%
Special items impacting operating profit:
Acquisition-related deferred revenue1	—			2.5			—			—			—		2.5
Acquisition-related and integration charges	1.9			3.2			—			—			0.1		5.2
Repositioning related charges (gain), net	1.3			(1.2)			—			—			—		0.1
Operating profit before special items (adjusted)	$	31.2		$	30.9		$	43.8		$	6.9		$	(16.4)	$	96.4
Operating profit margin before special items (adjusted)	12.2		%	10.3		%	22.7		%	13.6		%			12.0		%
1 Acquisition-related revenue that would otherwise be recognized but for the purchase accounting treatment of acquisitions.
Totals may not sum due to rounding

CRANE CO.

Full Year Guidance

(in millions, except per share data)

2021 Earnings per Share Guidance	Low		High
Earnings per diluted share (GAAP)	$	5.75	$	5.95
Special items impacting earnings per share:
Repositioning gains, net	(0.10)		(0.10)
Earnings per diluted share before special items (adjusted)	$	5.65	$	5.85

	Three Months Ended March 31,				2021 Guidance
Cash Flow Items	2021		2020		Low		High
Cash provided by (used for) operating activities before asbestos-related payments	$	61.0	$	(23.8)	$	420.0	$	450.0
Asbestos-related payments, net of insurance recoveries	(10.8)		(11.7)		(45.0)		(45.0)
Cash provided by (used for) operating activities	50.2		(35.5)		375.0		405.0
Less: Capital expenditures	(4.9)		(7.8)		(75.0)		(75.0)
Free cash flow	$	45.3	$	(43.3)	$	300.0	$	330.0

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.

XML

Cover Page Cover Page	May 03, 2021
Cover [Abstract]
Document Type	false
Document Period End Date	May 03, 2021
Entity Registrant Name	CRANE CO.
Entity Incorporation, State or Country Code	DE
Entity File Number	1-1657
Entity Tax Identification Number	13-1952290
Entity Address, Address Line One	100 First Stamford Place
Entity Address, City or Town	Stamford
Entity Address, State or Province	CT
Entity Address, Postal Zip Code	06902
City Area Code	203
Local Phone Number	363-7300
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Entity Emerging Growth Company	false
Title of 12(b) Security	Common Stock, par value $1.00
Trading Symbol	CR
Security Exchange Name	NYSE
Entity Central Index Key	0000025445
Amendment Flag	false
Document Type	8-K