CRANE CO /DE/
10-Qs and 10-Ks
PROXIES
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ý
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended:
December 31, 2018
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number 1-1657
CRANE CO.
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Delaware
State of or other jurisdiction of incorporation or organization:
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13-1952290
(I.R.S. Employer identification No.)
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100 First Stamford Place, Stamford, CT
(Address of principal executive offices)
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06902
(Zip Code)
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Registrant’s telephone number, including area code: (203) 363-7300
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Name of each exchange on which registered
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Common Stock, par value $1.00
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New York Stock Exchange
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Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act Yes
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No
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Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15 (d) of the Act
Yes
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No
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes
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No
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Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes
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No
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Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “non-accelerated filer,”, “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act). (Check one):
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Large accelerated filer
x
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Accelerated filer
o
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Non-accelerated filer
o
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Smaller reporting company
o
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Emerging growth company
o
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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.
o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
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No
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Based on the closing stock price of
$80.13
on June 29, 2018, the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of the voting common equity held by nonaffiliates of the registrant was
$3,989,286,215
The number of shares outstanding of the registrant’s common stock, par value $1.00, was 59,773,329 at January 31, 2019.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's Proxy Statement for the 2019 Annual Meeting of Stockholders are incorporated herein by reference in Part III of this Annual Report on Form 10-K to the extent stated herein. Such proxy statement will be filed with the Securities and Exchange Commission within 120 days of the registrant's fiscal year ended December 31, 2018
Index
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Page
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Part I
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Item 1.
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Item 1A.
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Item 1B.
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Item 2.
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Item 3.
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Item 4.
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Part II
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Item 5.
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Item 6.
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Item 7.
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Item 7A.
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Item 8.
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Item 9.
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Item 9A.
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Item 9B.
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Part III
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Item 10.
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Item 11.
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Item 12.
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Item 13.
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Item 14.
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Part IV
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Item 15.
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Item 16.
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Form 10-K Summary
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FORWARD-LOOKING INFORMATION
This Annual Report on Form 10-K contains information about us, some of which includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements other than historical information or statements about our current condition. You can identify forward-looking statements by the use of terms such as: “believes,” “contemplates,” “expects,” “may,” “will,” “could,” “should,” “would,” or “anticipates,” other similar phrases, or the negatives of these terms.
We have based the forward-looking statements relating to our operations on our current expectations, estimates and projections about us and the markets we serve. We caution you that these statements are not guarantees of future performance and involve risks and uncertainties. These statements should be considered in conjunction with the discussion in Part I, the information set forth under Item 1A, “Risk Factors” and with the discussion of the business included in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” We have based many of these forward-looking statements on assumptions about future events that may prove to be inaccurate. Accordingly, our actual outcomes and results may differ materially from what we have expressed or forecast in the forward-looking statements. Any differences could result from a variety of factors, including the following:
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The effect of changes in economic conditions in the markets in which we operate, including financial market conditions, end markets for our products, fluctuations in raw material prices and the financial condition of our customers and suppliers;
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Economic, social and political instability, currency fluctuation and other risks of doing business outside of the United States;
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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;
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Our ability to successfully integrate acquisitions and to realize synergies and opportunities for growth and innovation;
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Our ability to successfully value acquisitions;
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Our ongoing need to attract and retain highly qualified personnel and key management;
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The ability of the U.S. government to terminate our government contracts;
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Our ability to predict the timing and award of substantial contracts in our recently acquired banknote business;
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A reduction in congressional appropriations that affect defense spending;
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The outcomes of legal proceedings, claims and contract disputes;
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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;
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Adverse effects as a result of further increases in environmental remediation activities, costs and related claims;
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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
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Adverse effects of changes in tax, environmental and other laws and regulations in the United States and other countries in which we operate.
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1
Part I
Reference herein to “Crane,” “we,” “us” and “our” refer to Crane Co. and our subsidiaries unless the context specifically states or implies otherwise. Amounts in the following discussion are presented in millions, except employee, square feet, number of properties, share and per share data, or unless otherwise stated.
Item 1. Business
General
We are a diversified manufacturer of highly engineered industrial products comprised of four segments: Fluid Handling, Payment & Merchandising Technologies, Aerospace & Electronics and Engineered Materials. Our primary markets are chemicals, oil & gas, power, non-residential construction, automated payment solutions, banknote design and production and aerospace & defense, along with a wide range of general industrial and certain consumer related end markets.
We have been committed to the highest standards of business conduct since 1855 when our founder, R.T. Crane, resolved “to conduct my business in the strictest honesty and fairness; to avoid all deception and trickery; to deal fairly with both customers and competitors; to be liberal and just toward employees; and to put my whole mind upon the business.”
Our strategy is to grow earnings and cash flow by focusing on the manufacturing of highly engineered industrial products for specific markets where our scale is a relative advantage, and where we can compete based on our proprietary and differentiated technology, our deep vertical expertise, and our responsiveness to unique and diverse customer needs. We continuously evaluate our portfolio, pursue acquisitions that complement our existing businesses and are accretive to our growth profile, selectively divest businesses where appropriate, and pursue internal mergers to improve efficiency. We strive to foster a performance-based culture focused on productivity and continuous improvement, to attract and retain a committed management team whose interests are directly aligned with those of our shareholders, and to maintain a focused, efficient corporate structure.
We deploy a comprehensive set of business processes, philosophies and operational excellence tools to drive continuous improvement throughout our businesses. Beginning with a core value of integrity, we incorporate “Voice of the Customer” teachings (specific processes designed to capture our customers’ requirements) and a broad range of tools into a disciplined strategy deployment process that drives profitable growth by focusing on continuously improving safety, quality, delivery, cost and growth. An embedded intellectual capital development process ensures that we attract, develop, promote and retain talent to drive continuity and repeatable results.
Reportable Segments
For additional information on recent business developments and other information about us and our business, you should refer to the information set forth under the captions, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in Part II, Item 7 of this report, as well as in Part II, Item 8 under Note 3, “Segment Information,” in the Notes to Consolidated Financial Statements for sales, operating profit and assets employed by each segment.
Fluid Handling
The Fluid Handling segment is a provider of highly engineered fluid handling equipment for critical performance applications that require high reliability. The segment is comprised of Process Valves and Related Products, Commercial Valves and Other Products.
Process Valves and Related Products includes on/off valves and related products for critical and demanding applications in the chemical, oil & gas, power and general industrial end markets globally. Products are sold under the trade names Crane, Saunders, Jenkins, Pacific, Xomox, Krombach, DEPA, ELRO, REVO, Flowseal, Centerline, Resistoflex, Duochek, Barksdale, Westlock and WTA. Manufacturing locations, along with sales and service centers, are located across the Americas, Europe, the Middle East, Asia and Australia.
Commercial Valves is engaged primarily in the manufacturing and distribution of valves and related products for the non-residential construction, general industrial, and to a lesser extent, municipal markets. The primary geographies served include Canada, the United Kingdom, the Middle East and continental Europe. Brands include Stockham, Wask, Viking Johnson, IAT, Hattersley, NABIC, Sperryn, Wade, Rhodes and Brownall. Manufacturing facilities are located in the United Kingdom and China, with additional sales offices in continental Europe and the Middle East; distribution facilities are located throughout Canada.
Other Products includes pumps and related products for water and wastewater applications in the industrial, municipal, commercial and military markets, primarily in the United States. Products are sold under the trade names Deming, Weinman, Burks and Barnes. Facilities are located in the United States and Canada.
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Payment & Merchandising Technologies
The Payment & Merchandising Technologies segment consists of Crane Payment Innovations (“CPI”), Crane Merchandising Systems ("CMS") and Crane Currency.
CPI provides high technology payment acceptance products that improve our customers’ productivity in numerous global markets including retail self-checkout, vending, casino gaming, government lotteries, parking, transit fare collection, payment kiosks and banking. Products for these markets include coin acceptors and dispensers, coin hoppers, coin recyclers, bill validators, bill recyclers and cashless systems. Facilities are located in the United States, Mexico, Japan, Switzerland, Germany and the Ukraine, with additional sales offices across the world.
CMS is primarily engaged in the design and manufacture of vending equipment and related solutions. CMS’ innovative products and solutions create value by improving the consumer experience, and driving higher same store, or vendor machine, profitability. Products include a full line of vending equipment that dispenses food, snack, and hot and cold beverages. Other solutions include vending management software, cashless payment products, and wireless connectivity to enable our customers to operate their businesses more profitably. Primary customers include vending operators and food and beverage companies, primarily in the United States and Europe. Facilities are located in the United States and the United Kingdom.
On January 10, 2018, we completed the acquisition of Crane & Co., Inc. (“Crane Currency”), a supplier of banknotes and highly engineered banknote security features. The base purchase price of the acquisition was $800 million on a cash-free, debt-free basis, subject to a later adjustment reflecting Crane Currency’s net working capital, cash, the assumption by Crane of certain debt-like items, and Crane Currency’s transaction expenses. Founded in 1801, Crane Currency is a pioneer in advanced micro-optic security technology, and a fully integrated supplier of secure and highly engineered banknotes for central banks all over the world. Facilities are located in the United States, Sweden and Malta.
Aerospace & Electronics
The Aerospace & Electronics segment supplies critical components and systems, including original equipment and aftermarket parts, primarily for the commercial aerospace and military aerospace and defense markets. The commercial market and military market accounted for
66%
and
34%
, respectively, of total segment sales in 2018. Sales to original equipment manufacturers ("OEM") and aftermarket customers were
73%
and
27%
, respectively, in 2018.
Crane Aerospace & Electronics has strong brands which have been supplying products to these end markets for several decades. Brands include Hydro-Aire, ELDEC, Lear Romec, P.L. Porter, Keltec, Interpoint, Signal Technology, Merrimac Industries, and Polyflon.
Products include a wide range of custom designed, highly engineered products used in landing systems, sensing and utility systems, fluid management, seat actuation, power and microelectronic applications, and microwave systems.
Our products are sold directly to aircraft manufacturers, commercial Tier 1 integrators (companies which make products specifically for an aircraft manufacturer), defense and space prime contractors, airlines, government agencies including the United States ("U.S.") Department of Defense, foreign allied defense organizations, aircraft seat manufacturers, and aircraft maintenance, repair and overhaul organizations.
Facilities are located in the United States, Taiwan, and France.
Engineered Materials
The Engineered Materials segment manufactures fiberglass-reinforced plastic ("FRP") panels and coils, primarily for use in the manufacturing of recreational vehicles ("RVs"), truck bodies, truck trailers, with additional applications in commercial and industrial buildings. Engineered Materials sells the majority of its products directly to RV, trailer, and truck manufacturers, and it uses distributors and retailers to serve the commercial and industrial construction markets. Manufacturing facilities are located in the United States.
Other Matters Relating to Our Business as a Whole
Competitive Conditions
Our businesses participate in markets that are highly competitive. Because of the diversity of products manufactured and sold, our businesses typically have a different set of competitors in each geographic area and end market in which they participate. Accordingly, it is not possible to estimate the number of competitors, or precise market share; however, we believe that we are a principal competitor in most of our markets. Our primary basis of competition is providing high quality products, with technological differentiation, at competitive prices, with superior customer service and timely delivery.
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Our products are sold into markets, including chemicals, oil & gas, power, non-residential construction, automated payment solutions, banknote design and production, and aerospace & defense, along with a wide range of general industrial and certain consumer related end markets. As such, our revenues depend on numerous unpredictable factors, including changes in market demand, general economic conditions, customer capital spending, timing and amount of contract awards and credit availability. Since our products are sold in such a wide variety of markets, we do not believe that we can reliably quantify or predict the potential effects of changes in any of the aforementioned factors.
Our engineering and product development activities are focused on improving existing products, customizing existing products for particular customer requirements, as well as the development of new products. We own numerous patents, trademarks, copyrights, trade secrets and licenses to intellectual property, no one of which is of such importance that termination would materially affect our business. From time to time, however, we do engage in litigation to protect our intellectual property.
Research and Development
Research and development costs are expensed when incurred. These costs were
$58.4 million
,
$58.5 million
and
$61.5 million
in
2018
,
2017
and 2016, respectively, and were incurred primarily by our Aerospace & Electronics and Payment & Merchandising Technologies segments.
Our Customers
No customer accounted for more than 10% of our consolidated revenues in 2018, 2017 or 2016.
Backlog
The following sets forth the unfulfilled orders attributable to each of our segments as of the indicated dates:
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(in millions)
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December 31, 2018
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December 31, 2017
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Fluid Handling
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$
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279.6
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$
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262.1
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Payment & Merchandising Technologies
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331.5
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76.4
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Aerospace & Electronics
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446.6
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373.6
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Engineered Materials
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14.9
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13.6
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Total Backlog
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$
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1,072.6
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$
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725.7
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Our Employees
As of December 31, 2018, we employed approximately 12,000 people in the Americas, Europe, the Middle East, Asia and Australia. For a discussion of risks related to employee relations, please refer to Item 1A. “Risk Factors.”
Raw Materials
Our manufacturing operations employ a wide variety of raw materials, including steel, copper, cast iron, electronic components, aluminum, plastics, cotton, flax and various petroleum-based products. We purchase raw materials from a large number of independent sources around the world. Although market forces have at times caused increases in the costs of steel, copper and petroleum-based products, there have been no raw materials shortages that have had a material adverse impact on our business, and we believe that we will generally be able to obtain adequate supplies of major raw material requirements or reasonable substitutes at acceptable costs. For a further discussion of risks related to raw materials; please refer to Item 1A. “Risk Factors.”
Seasonal Nature of Business
In aggregate, our business does not experience significant seasonality.
Government Contracts
We have agreements relating to the sale of products to government entities, primarily involving products in our Aerospace & Electronics and Payment & Merchandising Technologies segments and, to a lesser extent, our Fluid Handling segment. As a result, we are subject to various statutes and regulations that apply to companies doing business with the government. The laws and regulations governing government contracts differ from those governing private contracts. For example, some government contracts require disclosure of cost and pricing data and impose certain sourcing conditions that are not applicable to private contracts. Our failure to comply with these laws could result in suspension of these contracts, criminal or civil sanctions, administrative penalties and fines or suspension or debarment from government contracting or subcontracting for a period of
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time. For a further discussion of risks related to compliance with government contracting requirements; please refer to Item 1A. “Risk Factors.”
Environmental Compliance and Climate Change
We are regulated by federal, state and international environmental laws governing our use, transport and disposal of substances and control of emissions. Our manufacturing facilities generally do not produce significant volumes or quantities of byproducts, including greenhouse gases, that would be considered hazardous waste or otherwise harmful to the environment. Accordingly, compliance with these existing laws has not had a material impact on our capital expenditures or earnings.
However, we occasionally engage in environmental remediation activities pursuant to federal and state laws. In addition, we may be exposed to other environmental costs including participation in superfund sites. When it is reasonably probable we will pay remediation costs at a site, and those costs can be reasonably estimated, we accrue a liability for such future costs with a related charge against our earnings. For a further discussion of environmental related risks; please refer to Item 1A. “Risk Factors.”
Recent Financing Arrangements
On December 20, 2017, we entered into a $150 million 364-day credit agreement (the "364-day Credit Agreement") and a $200 million 3-year term loan credit agreement (the "3-year Term Loan Credit Agreement") to fund our acquisition of Crane Currency. On January 10, 2018, we completed the acquisition of Crane Currency. To fund the acquisition, we issued $340 million of commercial paper under our commercial paper program, drew $100 million and $200 million from each of our 364-day Credit Agreement and 3-year Term Loan Credit Agreement, respectively, and used cash on hand.
On February 5, 2018, we completed a public offering of $350 million aggregate principal amount of 4.20% Senior Notes due March 2048 (the “Public Offering”). In March 2018, we used the net proceeds from the Public Offering, together with cash on hand, to repay all of the $100 million outstanding under our 364-day Credit Agreement as well as $250 million of outstanding 2.75% notes due in December 2018.
On October 23, 2018, we increased the size of our commercial paper program to permit the issuance of commercial paper notes in an aggregate principal amount not to exceed $550 million at any time outstanding. Prior to this increase, the commercial paper program permitted us to issue commercial paper notes in an aggregate principal amount not to exceed $500 million at any time outstanding.
See Part II, Item 8 under Note 12, “Financing,” in the Notes to Consolidated Financial Statements.
Available Information
We file annual, quarterly and current reports and amendments to these reports, proxy statements and other information with the U.S. Securities and Exchange Commission (“SEC”). You may read and copy any materials we file with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, DC 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site that contains reports, proxy and information statements and other information regarding issuers, like us, that file electronically with the SEC. The address of the SEC’s website is www.sec.gov.
We also make our filings available free of charge through our Internet website, as soon as reasonably practicable after filing such material electronically with, or furnishing such material, to the SEC. Also posted on our website are our Corporate Governance Guidelines, Standards for Director Independence, Crane Co. Code of Ethics and the charters and a brief description of each of the Audit Committee, the Management Organization and Compensation Committee and the Nominating and Governance Committee. These items are available in the “Investors – Corporate Governance” section of our website at www.craneco.com. The content of our website is not part of this report.
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Executive Officers of the Registrant
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Name
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Position
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Business Experience During Past Five Years
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Age
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Executive
Officer Since
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Max H. Mitchell
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President and Chief Executive Officer
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Chief Executive Officer since January 2014. President since January 2013. Chief Operating Officer from 2011 through January 2013.
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55
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2004
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Curtis A. Baron, Jr.
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Vice President, Controller
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Vice President, Controller since 2011.
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49
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2011
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Anthony M. D'Iorio
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Vice President, General
Counsel and Secretary |
Vice President, General Counsel and Secretary since February 2018. Deputy General Counsel from January 2014 through February 2018. Assistant General Counsel from 2005 through January 2014.
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55
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2018
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Bradley L. Ellis
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Senior Vice President
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Senior Vice President since December 2014. Group President, Merchandising Systems from 2003 through December 2014.
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50
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1997 - 2003
2007 - present |
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James A. Lavish
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Vice President, CBS, People & Performance
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Vice President, CBS, People & Performance since January 2016. Vice President, Crane Business System from March 2013 through January 2016. President, Crane Pumps & Systems from 2008 to March 2013.
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52
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2016
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Richard A. Maue
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Senior Vice President and
Chief Financial Officer
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Senior Vice President since January 2019. Vice President - Finance from 2013 through January 2019. Chief Financial Officer since January 2013. Principal Accounting Officer since 2007.
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48
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2007
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Louis V. Pinkham
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Senior Vice President
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Senior Vice President since December 2014. Group President, Fluid Handling from 2012 through December 2014.
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47
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2012
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Kristian R. Salovaara
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Vice President of Business Development and Strategy
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Vice President of Business Development and Strategy since March 2014. Vice President, Business Development from 2011 to March 2014.
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58
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2011
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Edward S. Switter
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Vice President, Treasurer and Tax
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Vice President, Treasurer and Tax since September 2016. Vice President, Tax from 2011 through September 2016.
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44
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2011
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Item 1A. Risk Factors
The following is a description of what we consider the key challenges and risks confronting our business. This discussion should be considered in conjunction with the discussion under the caption “Forward-Looking Information” preceding Part I, the information set forth under Item 1, “Business” and with the discussion of the business included in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” These risks comprise the material risks of which we are aware. If any of the events or developments described below or elsewhere in this Annual Report on Form 10-K, or in any documents that we subsequently file publicly were to occur, it could have a material adverse effect on our business, financial condition, results of operations and cash flows.
Risks Relating to Our Business
We are subject to numerous lawsuits for asbestos-related personal injury, and costs associated with these lawsuits may adversely affect our financial condition, results of operations and cash flows.
We are subject to numerous lawsuits for asbestos-related personal injury. 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. Our estimate of the future expense of these claims is derived from assumptions with respect to future claims, settlement and defense costs which are based on experience during the last few years and which may not prove reliable as predictors. 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 or on appeal. A legislative solution or a structured settlement transaction could also change the estimated liability. 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 settlements and defense costs escalates or if legislation or another alternative solution is implemented; however, we are currently unable to predict such future events. The resolution of these claims may take many years, and the effect our financial condition, results of operations and cash flows in any given period from a revision to these estimates could be material.
As of December 31, 2018, we were one of a number of defendants in cases involving
29,089
pending claims filed in various state and federal courts that allege injury or death as a result of exposure to asbestos. See Part II, Item 8 under Note 11, “Commitments and Contingencies,” in the Notes to Consolidated Financial Statements for additional information on:
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Our pending claims;
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Our historical settlement and defense costs for asbestos claims;
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The liability we have recorded in our financial statements for pending and reasonably anticipated asbestos claims through 2059;
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The asset we have recorded in our financial statements related to our estimated insurance coverage for asbestos claims; and
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Uncertainties related to our net asbestos liability.
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In the fourth quarter of 2016, we updated and extended the estimate of our asbestos liability and recorded a pre-tax charge of $192 million ($125 million after tax). Our updated liability estimate is for pending and reasonably anticipated asbestos claims through the generally accepted end point of such claims in 2059. Due to uncertainties in the tort system, as well as uncertainties inherent in the estimation process, future reviews may result in adjustments to our total asbestos-related liability. The aggregate liability was $
517.3 million
as of
December 31, 2018
.
Macroeconomic fluctuations may harm our business, results of operations and stock price.
Our business, financial condition, operating results and cash flows may be adversely affected by changes in global economic conditions and geopolitical risks, including credit market conditions, trade agreements, levels of consumer and business confidence, commodity prices, exchange rates, levels of government spending and deficits, political conditions and other challenges that could affect the global economy. These economic conditions could affect businesses such as ours in a number of ways. Such conditions could have an adverse impact on our flexibility to react to changing economic and business conditions and on our ability to fund our operations or refinance maturing debt balances at economically favorable interest rates. In addition, restrictions on credit availability could adversely affect the ability of our customers to obtain financing for significant purchases and could result in decreases in or cancellation of orders for our products and services as well as impact the ability of our customers to make payments. Similarly, credit restrictions may adversely affect our supplier base and increase the potential for one or more of our suppliers to experience financial distress or bankruptcy. See “Specific Risks Related to Our Business Segments”.
Page 7
Demand for our products is variable and subject to factors beyond our control, which could result in unanticipated events significantly impacting our results of operations.
A substantial portion of our sales is concentrated in industries that are cyclical in nature or subject to market conditions which may cause customer demand for our products to be volatile. These industries often are subject to fluctuations in domestic and international economies as well as to currency fluctuations and inflationary pressures. Reductions in demand by these industries would reduce the sales and profitability of the affected business segments. Our Fluid Handling business is dependent on global economic conditions, customer capital spending and commodity prices. Deterioration in any of these economic factors could result in sales and profits falling below our current outlook. Results at our Payment & Merchandising Technologies segment could be affected by sustained weakness in certain geographic markets such as China or certain end markets such as gaming, retail or banking, as well as low employment levels, office occupancy rates and factors affecting vending operator profitability such as higher fuel, food and equipment financing costs; results could also be impacted by unforeseen advances in payment processing technologies. In addition, our results in this segment are subject to significant variability due to the timing and size of contract awards by central banks for banknote production. In our Aerospace & Electronics segment, a significant decline in demand for air travel, or a decline in airline profitability generally, could result in reduced orders for aircraft and could also cause airlines to reduce their purchases of repair parts from our businesses. In addition, our Aerospace & Electronics segment could also be impacted to the extent that major aircraft manufacturers encountered production problems, or if pricing pressure from aircraft customers caused the manufacturers to press their suppliers to lower prices and/or extend payment terms; in addition, demand for military and defense products is dependent upon government spending in certain areas which can vary year to year. In our Engineered Materials segment, sales and profits could be affected by declines in demand for truck trailers, RVs, or building products; results could also be impacted by unforeseen changes in capacity or price increases related to certain raw materials, in particular, resin.
We may be unable to identify or to complete acquisitions, or to successfully integrate the businesses we acquire.
We have evaluated, and expect to continue to evaluate, a wide array of potential acquisition transactions. Our acquisition program attempts to address the potential risks inherent in assessing the value, strengths, weaknesses, contingent or other liabilities, systems of internal control and potential profitability of acquisition candidates, as well as other challenges such as retaining the employees and integrating the operations of the businesses we acquire. Integrating acquired operations, such as our 2018 acquisition of Crane Currency, involves significant risks and uncertainties, including:
|
•
|
Maintenance of uniform standards, controls, policies and procedures;
|
|
•
|
Unplanned expenses associated with the integration efforts;
|
|
•
|
Inability to achieve planned facility repositioning savings or related efficiencies from recent and ongoing investments, such as those related to the transition of our print operations from Sweden to Malta; and
|
|
•
|
Unidentified issues not discovered in the due diligence process, including legal contingencies.
|
There can be no assurance that suitable acquisition opportunities will be available in the future, that we will continue to acquire businesses or that any business acquired will be integrated successfully or prove profitable, which could adversely impact our growth rate. Our ability to achieve our growth goals depends in part upon our ability to identify and successfully acquire and integrate companies and businesses at appropriate prices and realize anticipated cost savings.
Our operations expose us to the risk of environmental liabilities, costs, litigation and violations that could adversely affect our financial condition, results of operations, cash flows and reputation.
Our operations are subject to environmental laws and regulations in the jurisdictions in which they operate, which impose limitations on the discharge of pollutants into the ground, air and water and establish standards for the generation, treatment, use, storage and disposal of solid and hazardous wastes. We must also comply with various health and safety regulations in the U.S. and abroad in connection with our operations. Failure to comply with any of these laws could result in civil and criminal liability, monetary and non-monetary penalties and damage to our reputation. In addition, we cannot provide assurance that our costs related to remedial efforts or alleged environmental damage associated with past or current waste disposal practices or other hazardous materials handling practices will not exceed our estimates or adversely affect our financial condition, results of operations and cash flows. For example, in 2014, the U.S. Environmental Protection Agency issued a Record of Decision amendment requiring, among other things, additional source area remediation resulting in us recording a charge of $49 million pertaining to the Phoenix-Goodyear Airport North Superfund Site (the "Goodyear Site"), extending the accrued costs through 2022. The total estimated gross liability was
$33.1 million
as of December 31, 2018, of which we have recorded a receivable of
$6.7 million
for the expected reimbursements from the U.S. Government in respect of the aggregate liability as at that date.
Page 8
Additional tax expense or exposures could affect our financial condition, results of operations and cash flows.
We are subject to income taxes in the U.S. and various international jurisdictions. Our financial condition, results of operations and cash flow could be affected by changes to any or all of the following: tax laws, regulations, accounting principles and judicial rulings, including the U.S. Tax Cuts and Jobs Act (the “TCJA”), the geographic mix of our earnings, the valuation of our deferred tax assets and liabilities, and the amount of our earnings permanently reinvested outside the U.S. In addition, the results of audits and examinations of previously filed tax returns could also have an effect on our financial conditions, results of operations and cash flows.
Enactment of the TCJA on December 22, 2017 brought significant changes to existing U.S. federal corporate income tax laws, including reducing the U.S. federal corporate income tax rate from 35% to 21%, modifying how distributions from and income earned by our non-U.S. subsidiaries are taxed in the U.S., and imposing a one-time tax on cumulative undistributed non-U.S. earnings. The U.S. Department of Treasury and Internal Revenue Service have issued proposed guidance on certain changes brought by the TCJA, while guidance in other areas remains pending. In addition, U.S. states’ responses to the TCJA are in various stages of finality. The actual impact of the TCJA may differ from our calculations due to the issuance of final and/or further regulations or guidance by the U.S. federal and state taxing authorities. Any significant changes to our calculations from these items could have an adverse effect on our financial condition, results of operations and cash flows.
Our businesses are subject to extensive governmental regulation; failure to comply with those regulations could adversely affect our financial condition, results of operations, cash flows and reputation.
We are required to comply with various import and export control laws, which may affect our transactions with certain customers, particularly in our Aerospace & Electronics, Fluid Handling and Payment & Merchandising Technology segments, as discussed more fully under “Specific Risks Relating to Our Business Segments”. In certain circumstances, export control and economic sanctions regulations may prohibit the export of certain products, services and technologies, and in other circumstances we may be required to obtain an export license before exporting the controlled item. A failure to comply with these requirements might result in suspension of these contracts and suspension or debarment from government contracting or subcontracting. In addition, we are subject to the Foreign Corrupt Practices Act, which prohibits U.S. companies and their intermediaries from making improper payments to foreign officials for the purpose of obtaining or retaining business, or securing any improper advantage. We are also subject to the anti-bribery laws of other jurisdictions. Failure to comply with any of these regulations could result in civil and criminal liability, monetary and non-monetary penalties, fines, disruptions to our business, limitations on our ability to export products and services, and damage to our reputation.
The prices of our raw materials could fluctuate dramatically, which may adversely affect our profitability.
The costs of certain raw materials that are critical to our profitability are volatile. This volatility can have a significant impact on our profitability. The costs in our Engineered Materials segment are affected by fluctuations in the price of resin, with lesser exposure to other input costs. The costs in our Fluid Handling, Payment & Merchandising Technologies and Aerospace & Electronics segments are affected by fluctuations in the price of cotton, flax and metals such as steel and copper. While we have taken actions aimed at securing an adequate supply of raw materials at prices which are favorable to us, if the prices of critical raw materials increase, our operating costs could be adversely affected.
Our ability to source parts and raw materials from our suppliers could be disrupted or delayed in our supply chain which could adversely affect our results of operations.
Our operations require significant amounts of necessary parts and raw materials. We deploy a continuous, company-wide process to source our parts and raw materials from fewer suppliers, and to obtain parts from suppliers in low-cost countries where possible. If we are unable to source these parts or raw materials, our operations may be disrupted, or we could experience a delay or halt in certain of our manufacturing operations. We believe that our supply management and production practices are based on an appropriate balancing of the foreseeable risks and the costs of alternative practices. Nonetheless, supplier capacity constraints, supplier production disruptions, supplier financial condition, increases in duties and tariff costs, price volatility or the unavailability of some raw materials could have an adverse effect on our financial condition, results of operations and cash flows.
We could face potential product liability or warranty claims, we may not accurately estimate costs related to such claims, and we may not have sufficient insurance coverage available to cover such claims.
Our products are used in a wide variety of commercial applications and certain residential applications. We face an inherent business risk of exposure to product liability or other claims in the event our products are alleged to be defective or that the use of our products is alleged to have resulted in harm to others or to property. We may in the future incur liability if product
Page 9
liability lawsuits against us are successful. Moreover, any such lawsuits, whether or not successful, could result in adverse publicity to us, which could cause our sales to decline.
In addition, consistent with industry practice, we provide warranties on many of our products and we may experience costs of warranty or breach of contract claims if our products have defects in manufacture or design or they do not meet contractual specifications. We estimate our future warranty costs based on historical trends and product sales, but we may fail to accurately estimate those costs and thereby fail to establish adequate warranty reserves for them.
We maintain insurance coverage to protect us against product liability claims, but that coverage may not be adequate to cover all claims that may arise or we may not be able to maintain adequate insurance coverage in the future at an acceptable cost. Any liabilities not covered by insurance or that exceed our established reserves could have an adverse effect on our financial condition, results of operations and cash flows.
We may be unable to improve productivity, reduce costs and align manufacturing capacity with customer demand.
We are committed to continuous productivity improvement, and we continue to evaluate opportunities to reduce costs, simplify or improve global processes, and increase the reliability of order fulfillment and satisfaction of customer needs. In order to operate more efficiently and control costs, from time to time we execute restructuring activities, which include workforce reductions and facility consolidations. For example, we recorded pre-tax restructuring charges of
$7.2 million
and
$13.0 million
in 2018 and 2017, respectively, associated with broad-based repositioning actions designed to improve profitability. Together with additional costs of approximately
$15 million
, we expect to achieve $53 million in annualized savings by 2020. While these are proactive actions to increase our productivity and operating effectiveness, our failure to respond to potential declines in global demand for our products and services and properly align our cost base could have an adverse effect on our financial condition, results of operations and cash flows.
We may be unable to successfully develop and introduce new products, which would limit our ability to grow and maintain our competitive position and adversely affect our financial condition, results of operations and cash flow.
Our growth depends, in part, on continued sales of existing products, as well as the successful development and introduction of new products or technologies, which face the uncertainty of customer acceptance and reaction from competitors. Any delay in the development or launch of a new product could result in our not being the first to market, which could compromise our competitive position. Further, the development and introduction of new products may require us to make investments in specialized personnel and capital equipment, increase marketing efforts and reallocate resources away from other uses. We also may need to modify our systems and strategy in light of new products that we develop. If we are unable to develop and introduce new products in a cost-effective manner or otherwise manage effectively the operations related to new products, our financial condition, results of operations and cash flows could be adversely impacted.
Our business could be harmed if we are unable to protect our intellectual property.
We rely on a combination of trade secrets, patents, trademarks, copyrights and confidentiality procedures to protect our products and technology. Existing trade secret, patent, trademark and copyright laws offer only limited protection. Our patents could be invalidated or circumvented. In addition, others may develop substantially equivalent, or superseding proprietary technology, or competitors may offer equivalent non-infringing products in competition with our products, thereby substantially reducing the value of our proprietary rights. The laws of some foreign countries in which our products are or may be manufactured or sold may not protect our products or intellectual property rights to the same extent as do the laws of the U.S. We cannot assure that the steps we take to protect our intellectual property will be adequate to prevent misappropriation of our technology. Our inability to protect our intellectual property could have an adverse effect on our financial condition, results of operations and cash flows.
Pension benefit cost and pension contributions associated with our retirement benefit plans may fluctuate significantly depending upon changes in actuarial assumptions and future market performance of plan assets.
Total net pension benefit cost and pension contributions were
$15.3 million
and
$57.5 million
(including a $28 million discretionary contribution), respectively, in 2018. The costs of our defined benefit pension plans are dependent upon various factors, including rates of return on investment assets, discount rates for future payment obligations, and expected mortality, among other things. In addition, funding requirements for benefit obligations of our pension plans are subject to legislative and other government regulatory actions. Variances in related estimates could have an adverse effect on our financial condition, results of operations and cash flows.
We face significant competition which may adversely impact our financial condition, results of operations, and cash flows in the future.
While we are a principal competitor in most of our markets, all of our markets are highly competitive. The competitors in many of our business segments can be expected in the future to improve technologies, reduce costs and develop and introduce new
Page 10
products. The ability of our business segments to achieve similar advances will be important to our competitive positions. Competitive pressures, including those discussed above, could cause one or more of our business segments to lose market share or could result in significant price erosion, either of which could have an adverse effect on our financial condition, results of operations and cash flows.
We conduct a substantial portion of our business outside the U.S. and face risks inherent in non-domestic operations.
Net sales and assets related to our operations outside the U.S. were
37%
and
47%
of our consolidated amounts, respectively, in 2018. These operations and transactions are subject to the risks associated with conducting business internationally, including the risks of currency fluctuations, slower payment of invoices, adverse trade regulations and possible social, economic and political instability in the countries and regions in which we operate. In addition, we expect that non-U.S. sales will continue to account for a significant portion of our revenues for the foreseeable future. Accordingly, fluctuations in foreign currency exchange rates, primarily the euro, the British pound, the Canadian dollar and the Japanese yen, could adversely affect our reported results, primarily in our Fluid Handling and Payment & Merchandising Technologies segments, as amounts earned in other countries are translated into U.S. dollars for reporting purposes.
We are dependent on key personnel, and we may not be able to retain our key personnel or hire and retain additional personnel needed for us to sustain and grow our business as planned.
Certain of our business segments and corporate offices are dependent upon highly qualified personnel, and we generally are dependent upon the continued efforts of key management employees. We may have difficulty retaining such personnel or locating and hiring additional qualified personnel. The loss of the services of any of our key personnel or our failure to attract and retain other qualified and experienced personnel on acceptable terms could impair our ability to successfully sustain and grow our business, which could have an adverse effect on our results of operations.
If our internal controls are found to be ineffective, our financial results or our stock price may be adversely affected.
We believe that we currently have adequate internal control procedures in place for future periods, including processes related to newly acquired businesses; however, increased risk of internal control breakdowns generally exists in any business environment that is decentralized such as ours. In addition, if our internal control over financial reporting is found to be ineffective, investors may lose confidence in the reliability of our financial statements, which may adversely affect our stock price.
Failure to maintain the security of our information systems and technology networks, including personally identifiable and other information, non-compliance with our contractual or other legal obligations regarding such information, or a violation of our privacy and security policies with respect to such information, could adversely affect us.
We are dependent on information technology networks and systems, including the Internet, to process, transmit and store electronic information, and, in the normal course of our business, we collect and retain certain types of personally identifiable and other information pertaining to our customers, stockholders and employees. The legal, regulatory and contractual environment surrounding information security and privacy is constantly evolving and companies that collect and retain such information are under increasing attack by cyber-criminals around the world. A theft, loss, fraudulent use or misuse of customer, stockholder, employee or our proprietary data by cybercrime or otherwise, non-compliance with our contractual or other legal obligations regarding such data or a violation of our privacy and security policies with respect to such data could adversely impact our reputation and could result in costs, fines, litigation or regulatory action against us. Security breaches can create system disruptions and shutdowns that could result in disruptions to our operations. We cannot be certain that advances in criminal capabilities, new vulnerabilities or other developments will not compromise or breach the security solutions protecting our information technology, networks and systems.
The results of the United Kingdom’s (“UK”) European Union (“EU”) membership referendum could adversely affect customer demand, our relationships with customers and suppliers and our business and financial statements.
Approximately
37%
of our sales are conducted outside of the U.S., the majority of which is in the UK and the EU. We continue to evaluate the potential effect of the planned departure of the UK from the EU (commonly referred to as Brexit) on our business operations and financial results, including the impacts if the UK fails to reach an agreement with the EU on Brexit by the March 29, 2019 deadline. The political and economic instability created by Brexit has caused and may continue to cause volatility in global stock markets, currency exchange rate fluctuations and global economic uncertainty, which could adversely affect customer demand, our relationships with customers and suppliers and our business and financial statements.
Possible new tariffs could have a material adverse effect on our business.
The United States has recently announced the implementation of new tariffs on imported steel and aluminum, and is also reportedly considering tariffs on additional items. Items that may be impacted by these additional tariffs could include items
Page 11
imported by us from China or other countries. In addition, China has announced a plan to impose tariffs on a wide range of American products in retaliation for these new American tariffs. There is a concern that the imposition of additional tariffs by the United States could result in the adoption of additional tariffs by China and other countries as well. Any resulting escalation of trade tensions could negatively impact the global markets and could have an adverse effect on our financial condition, results of operations and cash flows.
Our future results of operations and financial condition could be adversely impacted by intangible asset impairment charges.
As of December 31, 2018, we had goodwill and other intangible assets, net of accumulated amortization, of approximately
$1,886 million
, which represented approximately
47%
of our total assets. Our goodwill is subject to an impairment test on an annual basis and is also tested whenever events and circumstances indicate that goodwill may be impaired. Any excess goodwill resulting from the impairment test must be written off in the period of determination. Intangible assets (other than goodwill) are generally amortized over the useful life of such assets. In addition, from time to time, we may acquire or make an investment in a business that will require us to record goodwill based on the purchase price and the value of the acquired assets. We may subsequently experience unforeseen issues with such business that adversely affect the anticipated returns of the business or value of the intangible assets and trigger an evaluation of the recoverability of the recorded goodwill and intangible assets for such business. Future determinations of significant write-offs of goodwill or intangible assets as a result of an impairment test or any accelerated amortization of other intangible assets could have an adverse effect on our financial condition and results of operations.
Specific Risks Relating to Our Reportable Segments
Fluid Handling
Our Fluid Handling segment competes in markets that are fragmented and highly competitive. The business competes against large, well established global companies, as well as smaller regional and local companies. We compete based on our products’ quality, reliability and safety, our brand reputation, value-added technical expertise and customer support and consistent on-time delivery. However, pricing can be highly competitive, particularly in regions and end markets with weakening levels of demand, or in markets where our value proposition - quality, reliability, and safety - is not valued as highly.
Demand for our Fluid Handling products is heavily dependent on our customers’ level of new capital investment and planned maintenance expenditures. Customer spending typically depends on general economic conditions, availability of credit, and expectations of future demand. Slowing global economic growth, volatility in commodity prices, including continued weakness in oil prices could all contribute to lower levels of customer spending, and project delays or cancellations.
A portion of this segment’s business is subject to government contracting rules and regulations. Failure to comply with these requirements could result in suspension or debarment from government contracting or subcontracting, civil and criminal liability, monetary and non-monetary penalties, disruptions to our business, limitations on our ability to export products and services, or damage to our reputation. At our foreign operations, results could also be adversely impacted by a weakening of local currencies against the U.S. dollar; our Fluid Handling business has the greatest exposure to the euro, British pound, and Canadian dollar, although there is lesser exposure to several other currencies.
Payment & Merchandising Technologies
Our Payment & Merchandising Technologies segment sales are dependent on capital spending in a variety of end markets and across numerous geographies. The level of capital expenditures by our customers depends on general economic conditions, availability of credit, and expectations of future demand. In addition, our results in this segment are subject to significant variability due to the timing and size of contract awards by central banks for banknote production. Our results in this segment could be adversely impacted if our recently acquired Crane Currency business is not integrated successfully, including achieving planned cost savings from ongoing repositioning actions.
This business regularly develops and markets new products. Delays in the product development process, or the inability of new products to meet targeted performance measures, could hurt future sales. This business is also directly and indirectly exposed to changes in government regulations; for example, changes in gaming regulations could influence the spending patterns of our casino operator customers, or changes in anti-money laundering regulations could result in additional technical requirements for our products. We are also subject to investigation and audit for compliance with the requirements governing government contracts, including requirements related to procurement integrity, manufacturing practices and quality procedures, export control, employment practices, the accuracy of records and the recording of costs and information security requirements. A failure to comply with these requirements could result in suspension of these contracts, and suspension or debarment from government contracting or subcontracting. Failure to comply with any of these regulations could result in civil and criminal
Page 12
liability, monetary and non-monetary penalties, fines, disruptions to our business, limitations on our ability to export products and services, and damage to our reputation.
At our foreign operations, results could also be adversely impacted by a weakening of local currencies against the U.S. dollar; the business has the greatest exposure to the euro, British pound, the Japanese yen, the Mexican peso, and the Canadian dollar, although there is lesser exposure to several other currencies. In addition, our facility in Mexico operates under the Mexican Maquiladora program. This program provides for reduced tariffs and eased import regulations; we could be adversely affected by changes in such program, or by our failure to comply with its requirements.
Aerospace & Electronics
Our Aerospace & Electronics segment sales are primarily affected by conditions in the commercial aerospace industry which is cyclical in nature, and by changes in defense spending by the U.S. government.
Commercial aircraft are procured primarily by airlines, and airline capital spending can be affected by a number of factors including credit availability, current and expected fuel prices, and current and forecast air traffic demand levels. Air traffic levels are affected by a different array of factors including general economic conditions and global corporate travel spending, although other non-economic events can also adversely impact airline traffic, including terrorism or pandemic health concerns. Our commercial business is also affected by the market for business jets where demand is typically tied to corporate profitability levels, and the freight markets which are most heavily influenced by general economic conditions. Demand for our commercial aftermarket business is closely tied to total aircraft flight hours. Any decrease in demand for new aircraft or equipment, or use of existing aircraft and equipment, would likely result in decreased sales of our products and services.
The defense portion of the segment’s business is dependent primarily on U.S. government spending, and to a lesser extent, foreign government spending, on the specific military platforms and programs where our business participates. Any reduction in appropriations for these platforms or programs could impact the performance of our business. Our sales to defense customers are also affected by the level of activity in military flight operations.
We are required to comply with various export control laws, which may affect our transactions with certain customers. In certain circumstances, export control and economic sanctions regulations may prohibit the export of certain products, services and technologies, and in other circumstances we may be required to obtain an export license before exporting the controlled item. We are also subject to investigation and audit for compliance with the requirements governing government contracts, including requirements related to procurement integrity, manufacturing practices and quality procedures, export control, employment practices, the accuracy of records and the recording of costs and information security requirements. A failure to comply with these requirements could result in suspension of these contracts, and suspension or debarment from government contracting or subcontracting. Failure to comply with any of these regulations could result in civil and criminal liability, monetary and non-monetary penalties, fines, disruptions to our business, limitations on our ability to export products and services, and damage to our reputation.
Due to the lengthy research and development cycle involved in bringing commercial and military products to market, we cannot
accurately predict the demand levels that will exist once a given new product is ready for market. In addition, if we are unable to develop and introduce new products in a cost-effective manner or otherwise effectively manage the introduction of new products and/or programs, our results of operations and financial condition could be adversely impacted. Demand for our products could also be adversely impacted by industry consolidation that could result in greater acceptance of competitors' products.
Engineered Materials
Our Engineered Materials segment manufactures and sells FRP panels and coils, primarily for use in the manufacturing of RVs, trucks, and trailers, with additional applications in commercial and industrial building construction. Demand in these end markets is dependent on general economic conditions, credit availability, and consumer and corporate spending levels. A decline in demand in any of these end markets, including a significant change in RV industry capacity; a loss of market share; or customer pricing pressure would result in lower sales and profits for this business. Profitability could also be adversely affected by an increase in the price of resin or fiberglass if we are unable to pass the incremental costs on to our customers. Additional risks include the loss of a principal supplier, and potential loss of market share to competing materials, such as wood or aluminum.
Item 1B. Unresolved Staff Comments
None
Page 13
Item 2. Properties
The following is a summary of our principal facilities as of December 31, 2018:
|
|
Facilities - Owned
|
|||||||||||||||||||||||||||||||||||
|
Location
|
Fluid Handling
|
Payment & Merchandising Technologies
|
Aerospace &
Electronics |
Engineered Materials
|
Corporate
|
Total
|
||||||||||||||||||||||||||||||
|
|
Number
|
|
Area
(sq. ft.) |
|
Number
|
|
Area
(sq. ft.)
|
|
Number
|
|
Area
(sq. ft.) |
|
Number
|
|
Area
(sq. ft.) |
|
Number
|
|
Area
(sq. ft.)
|
|
Number
|
|
Area
(sq. ft.)
|
|
||||||||||||
|
Manufacturing:
|
||||||||||||||||||||||||||||||||||||
|
United States
|
7
|
|
798,509
|
|
9
|
|
1,391,552
|
|
6
|
|
724,240
|
|
4
|
|
644,333
|
|
—
|
|
—
|
|
26
|
|
3,558,634
|
|
||||||||||||
|
Canada
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||||||||
|
Europe
|
7
|
|
1,081,454
|
|
4
|
|
828,766
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
11
|
|
1,910,220
|
|
||||||||||||
|
Other international
|
5
|
|
468,972
|
|
2
|
|
294,666
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
7
|
|
763,638
|
|
||||||||||||
|
|
19
|
|
2,348,935
|
|
15
|
|
2,514,984
|
|
6
|
|
724,240
|
|
4
|
|
644,333
|
|
—
|
|
—
|
|
44
|
|
6,232,492
|
|
||||||||||||
|
Non-Manufacturing:
|
—
|
|
—
|
|
||||||||||||||||||||||||||||||||
|
United States
|
2
|
|
98,510
|
|
3
|
|
27,724
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
5
|
|
126,234
|
|
||||||||||||
|
Canada
|
7
|
|
154,674
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
7
|
|
154,674
|
|
||||||||||||
|
Europe
|
2
|
|
73,780
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
2
|
|
73,780
|
|
||||||||||||
|
Other international
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||||||||
|
|
11
|
|
326,964
|
|
3
|
|
27,724
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
14
|
|
354,688
|
|
||||||||||||
|
|
Facilities - Leased
|
|||||||||||||||||||||||||||||||||||
|
Location
|
Fluid Handling
|
Payment & Merchandising Technologies
|
Aerospace &
Electronics
|
Engineered Materials
|
Corporate
|
Total
|
||||||||||||||||||||||||||||||
|
|
Number
|
|
Area
(sq. ft.) |
|
Number
|
|
Area
(sq. ft.) |
|
Number
|
|
Area
(sq. ft.)
|
|
Number
|
|
Area
(sq. ft.)
|
|
Number
|
|
Area
(sq. ft.)
|
|
Number
|
|
Area
(sq. ft.)
|
|
||||||||||||
|
Manufacturing
|
||||||||||||||||||||||||||||||||||||
|
United States
|
2
|
|
97,220
|
|
1
|
|
141,049
|
|
2
|
|
97,723
|
|
—
|
|
—
|
|
—
|
|
—
|
|
5
|
|
335,992
|
|
||||||||||||
|
Canada
|
1
|
|
20,572
|
|
1
|
|
61,183
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
2
|
|
81,755
|
|
||||||||||||
|
Europe
|
3
|
|
517,890
|
|
1
|
|
20,053
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
4
|
|
537,943
|
|
||||||||||||
|
Other international
|
2
|
|
111,659
|
|
—
|
|
—
|
|
1
|
|
63,653
|
|
—
|
|
—
|
|
—
|
|
—
|
|
3
|
|
175,312
|
|
||||||||||||
|
|
8
|
|
747,341
|
|
3
|
|
222,285
|
|
3
|
|
161,376
|
|
—
|
|
—
|
|
—
|
|
—
|
|
14
|
|
1,131,002
|
|
||||||||||||
|
Non-Manufacturing
|
|
|
||||||||||||||||||||||||||||||||||
|
United States
|
4
|
|
76,555
|
|
8
|
|
336,460
|
|
2
|
|
12,911
|
|
3
|
|
78,950
|
|
2
|
|
39,875
|
|
19
|
|
544,751
|
|
||||||||||||
|
Canada
|
22
|
|
472,554
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
22
|
|
472,554
|
|
||||||||||||
|
Europe
|
7
|
|
51,648
|
|
5
|
|
50,570
|
|
3
|
|
21,962
|
|
—
|
|
—
|
|
—
|
|
—
|
|
15
|
|
124,180
|
|
||||||||||||
|
Other international
|
19
|
|
145,044
|
|
5
|
|
18,324
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
24
|
|
163,368
|
|
||||||||||||
|
|
52
|
|
745,801
|
|
18
|
|
405,354
|
|
5
|
|
34,873
|
|
3
|
|
78,950
|
|
2
|
|
39,875
|
|
80
|
|
1,304,853
|
|
||||||||||||
In our opinion, these properties have been well maintained, are in good operating condition and contain all necessary equipment and facilities for their intended purposes.
Item 3. Legal Proceedings.
Discussion of legal matters is incorporated by reference to Part II, Item 8 under Note 11, “Commitments and Contingencies,” in the Notes to Consolidated Financial Statements.
Item 4. Mine Safety Disclosures.
Not applicable.
Page 14
Part II
Item 5. Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Market Information
Crane Co. common stock is traded on the New York Stock Exchange (“NYSE”) under the symbol "CR". As of December 31, 2018, there were 1,949 holders of record of Crane Co. common stock.
Stock Performance Graph
The following chart compares the total stockholder returns (stock price increase plus reinvested dividends) on our common stock from December 31, 2013 through December 31, 2018 with the total stockholder returns for the S&P 500 Index and the S&P MidCap Capital Goods Index. The graph assumes that the value of the investment in the common stock and each index was $100 on December 31, 2013 and that all dividends were reinvested.
|
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
|
|
Among Crane Co., S&P 500, and S&P 400 Mid Cap Capital Goods
|
|
Fiscal Year Ending December 31,
|
Page 15
Purchases of Equity Securities
The following table summarizes our share repurchases during the three months ended December 31, 2018:
|
Total number
of shares
purchased
|
|
Average
price paid per
share
|
|
Total number of
shares purchased
as part of publicly
announced plans
or programs
|
|
Maximum number
(or approximate
dollar value) of
shares that may yet
be purchased under
the plans or
programs
|
|
||||||
|
October 1-31
|
290,955
|
|
$
|
85.92
|
|
—
|
|
—
|
|
||||
|
November 1-30
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||
|
December 1-31
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||
|
Total October 1 — December 31, 2018
|
290,955
|
|
$
|
85.92
|
|
—
|
|
—
|
|
||||
The table above only includes the open-market repurchases of our common stock during the three months ended December 31, 2018. We routinely receive shares of our common stock as payment for stock option exercises and the withholding taxes due on stock option exercises and the vesting of restricted share units from stock-based compensation program participants.
Equity Compensation Plans
For information regarding equity compensation plans, see Item 12 of this annual report on Form 10-K.
Page 16
Item 6. Selected Financial Data
FIVE YEAR SUMMARY OF SELECTED FINANCIAL DATA
|
|
For the year ended December 31,
|
|||||||||||||||||||
|
(in millions, except per share data)
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
||||||||||
|
Net sales
|
$
|
3,345.5
|
|
$
|
2,786.0
|
|
$
|
2,748.0
|
|
$
|
2,740.5
|
|
$
|
2,925.0
|
|
|||||
|
Operating profit
(a) (c)
|
441.3
|
|
388.4
|
|
186.7
|
|
356.3
|
|
299.9
|
|
||||||||||
|
Interest expense
|
(50.9
|
)
|
(36.1
|
)
|
(36.5
|
)
|
(37.6
|
)
|
(39.2
|
)
|
||||||||||
|
Income before taxes
(a)
|
411.4
|
|
367.5
|
|
164.1
|
|
336.5
|
|
281.2
|
|
||||||||||
|
Provision for income taxes
(b)
|
75.9
|
|
195.0
|
|
40.3
|
|
106.5
|
|
87.6
|
|
||||||||||
|
Net income before allocation to noncontrolling interests
|
335.5
|
|
172.5
|
|
123.8
|
|
230.0
|
|
193.6
|
|
||||||||||
|
Net income attributable to common shareholders
(b)
|
$
|
335.6
|
|
$
|
171.8
|
|
$
|
122.8
|
|
$
|
228.9
|
|
$
|
192.7
|
|
|||||
|
Basic earnings per share
(b)
|
$
|
5.63
|
|
$
|
2.89
|
|
$
|
2.10
|
|
$
|
3.94
|
|
$
|
3.28
|
|
|||||
|
Diluted earnings per share
(b)
|
$
|
5.50
|
|
$
|
2.84
|
|
$
|
2.07
|
|
$
|
3.89
|
|
$
|
3.23
|
|
|||||
|
Cash dividends per common share
|
$
|
1.40
|
|
$
|
1.32
|
|
$
|
1.32
|
|
$
|
1.32
|
|
$
|
1.26
|
|
|||||
|
Total assets
|
$
|
4,042.7
|
|
$
|
3,593.5
|
|
$
|
3,428.0
|
|
$
|
3,336.9
|
|
$
|
3,445.5
|
|
|||||
|
Long-term debt and Current maturities of long-term debt
|
$
|
949.2
|
|
$
|
743.5
|
|
$
|
745.3
|
|
$
|
744.6
|
|
$
|
743.9
|
|
|||||
|
Accrued pension and postretirement benefits
|
$
|
244.0
|
|
$
|
240.5
|
|
$
|
249.1
|
|
$
|
235.4
|
|
$
|
278.3
|
|
|||||
|
Long-term asbestos liability
|
$
|
451.3
|
|
$
|
520.3
|
|
$
|
624.9
|
|
$
|
470.5
|
|
$
|
534.5
|
|
|||||
|
Long-term insurance receivable — asbestos
|
$
|
75.0
|
|
$
|
90.1
|
|
$
|
125.2
|
|
$
|
108.7
|
|
$
|
126.8
|
|
|||||
|
(a)
|
Includes i) acquisition-related and integration charges of
$19.8 million
in 2018 and $7.8 million in 2017; ii) restructuring charges of
$7.2 million
in 2018 and restructuring charges, net of gain on property sale of $13.0 million in 2017; iii) an asbestos provision, net of insurance recoveries of $192.4 million in 2016; iv) a legal settlement charge of $5.0 million in 2016; v) an environmental liability provision of $55.8 million in 2014; and vi) a lawsuit settlement of $6.5 million in 2014.
|
|
(b)
|
Includes the tax effect of items cited in note (a) as well as i) the impact of the TCJA of $87 million in 2017; ii) a gain of $1.0 million related to the deconsolidation of a joint venture in 2017; iii) loss on divestiture of a small business of $1.1 million in 2014; and iv) gain on divestiture of real estate of $4.2 million in 2014.
|
|
(c)
|
In 2018, we adopted amended guidance related to the presentation of net periodic pension cost and net periodic postretirement cost which resulted in a reclassification of the non-service cost components of net benefit cost from selling, general and administrative expenses to miscellaneous income, net of of
$21.1 million
in 2018,
$13.6 million
in 2017,
$13.6 million
in 2016,
$16.6 million
in 2015 and
$16.4 million
in 2014.
|
Page 17
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of our financial condition and results of operations should be read together with our consolidated financial statements and related notes included under Item 8 of this Annual Report on Form 10-K.
We are a diversified manufacturer of highly engineered industrial products. Our business consists of four segments: Fluid Handling, Payment & Merchandising Technologies, Aerospace & Electronics and Engineered Materials. Our primary markets are chemicals, oil & gas, power, non-residential construction, automated payment solutions, banknote design and production and aerospace & defense, along with a wide range of general industrial and certain consumer related end markets.
Our strategy is to grow earnings and cash flow by focusing on the manufacturing of highly engineered industrial products for specific markets where our scale is a relative advantage, and where we can compete based on our proprietary and differentiated technology, our deep vertical expertise, and our responsiveness to unique and diverse customer needs. We continuously evaluate our portfolio, pursue acquisitions that complement our existing businesses and are accretive to our growth profile, selectively divest businesses where appropriate, and pursue internal mergers to improve efficiency. We strive to foster a performance-based culture focused on productivity and continuous improvement, to attract and retain a committed management team whose interests are directly aligned with those of our shareholders, and to maintain a focused, efficient corporate structure.
We will continue to execute this strategy while remaining committed to the values of our founder, R.T. Crane, who resolved to conduct business "in the strictest honesty and fairness; to avoid all deception and trickery; to deal fairly with both customers and competitors; to be liberal and just toward employees; and to put my whole mind upon the business."
Due to rounding, numbers presented throughout this report may not add up precisely to totals we provide and percentages may not precisely reflect the absolute figures.
Page 18
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Results of Operations — For the Years Ended December 31, 2018, 2017 and 2016
|
|
For the year ended December 31,
|
2018 vs 2017
Favorable /
(Unfavorable) Change
|
2017 vs 2016 Favorable /
(Unfavorable) Change |
|||||||||||||||||||||||
|
(in millions, except %)
|
2018
|
2017
|
2016
|
$
|
%
|
$
|
%
|
|||||||||||||||||||
|
Net sales:
|
||||||||||||||||||||||||||
|
Fluid Handling
|
$
|
1,101.8
|
|
$
|
1,042.5
|
|
$
|
999.5
|
|
$
|
59.3
|
|
5.7
|
%
|
$
|
43.0
|
|
4.3
|
%
|
|||||||
|
Payment & Merchandising Technologies
|
1,257.0
|
|
776.7
|
|
745.8
|
|
480.3
|
|
61.8
|
%
|
30.9
|
|
4.1
|
%
|
||||||||||||
|
Aerospace & Electronics
|
743.5
|
|
691.4
|
|
745.7
|
|
52.1
|
|
7.5
|
%
|
(54.3
|
)
|
(7.3
|
)%
|
||||||||||||
|
Engineered Materials
|
243.2
|
|
275.4
|
|
257.0
|
|
(32.2
|
)
|
(11.7
|
)%
|
18.4
|
|
7.2
|
%
|
||||||||||||
|
Total net sales
|
$
|
3,345.5
|
|
$
|
2,786.0
|
|
$
|
2,748.0
|
|
$
|
559.5
|
|
20.1
|
%
|
$
|
38.0
|
|
1.4
|
%
|
|||||||
|
Sales growth:
|
||||||||||||||||||||||||||
|
Core business
|
$
|
76.7
|
|
2.8
|
%
|
$
|
31.0
|
|
1.1
|
%
|
||||||||||||||||
|
Foreign exchange
|
|
|
|
11.9
|
|
0.4
|
%
|
(6.8
|
)
|
(0.2
|
)%
|
|||||||||||||||
|
Acquisitions/dispositions
|
470.9
|
|
16.9
|
%
|
13.8
|
|
0.5
|
%
|
||||||||||||||||||
|
Total sales growth
|
|
|
|
$
|
559.5
|
|
20.1
|
%
|
$
|
38.0
|
|
1.4
|
%
|
|||||||||||||
|
Operating profit:
|
||||||||||||||||||||||||||
|
Fluid Handling
|
$
|
118.8
|
|
$
|
101.7
|
|
$
|
109.4
|
|
$
|
17.1
|
|
16.8
|
%
|
$
|
(7.7
|
)
|
(7.0
|
)%
|
|||||||
|
Payment & Merchandising Technologies
|
186.0
|
|
145.9
|
|
133.2
|
|
40.1
|
|
27.5
|
%
|
12.7
|
|
9.5
|
%
|
||||||||||||
|
Aerospace & Electronics
|
164.2
|
|
160.3
|
|
149.7
|
|
3.9
|
|
2.4
|
%
|
10.6
|
|
7.1
|
%
|
||||||||||||
|
Engineered Materials
|
37.8
|
|
49.4
|
|
49.0
|
|
(11.6
|
)
|
(23.5
|
)%
|
0.4
|
|
0.8
|
%
|
||||||||||||
|
Corporate expense
|
(65.5
|
)
|
(68.9
|
)
|
(62.2
|
)
|
3.4
|
|
4.9
|
%
|
(6.7
|
)
|
(10.8
|
)%
|
||||||||||||
|
Corporate expense — Asbestos
|
—
|
|
—
|
|
(192.4
|
)
|
—
|
|
NM
|
|
192.4
|
|
NM
|
|
||||||||||||
|
Total operating profit
|
$
|
441.3
|
|
$
|
388.4
|
|
$
|
186.7
|
|
$
|
52.9
|
|
13.6
|
%
|
$
|
201.7
|
|
108.0
|
%
|
|||||||
|
Operating margin:
|
|
|||||||||||||||||||||||||
|
Fluid Handling
|
10.8
|
%
|
9.8
|
%
|
10.9
|
%
|
|
|||||||||||||||||||
|
Payment & Merchandising Technologies
|
14.8
|
%
|
18.8
|
%
|
17.9
|
%
|
||||||||||||||||||||
|
Aerospace & Electronics
|
22.1
|
%
|
23.2
|
%
|
20.1
|
%
|
||||||||||||||||||||
|
Engineered Materials
|
15.5
|
%
|
17.9
|
%
|
19.1
|
%
|
||||||||||||||||||||
|
Total operating margin
|
13.2
|
%
|
13.9
|
%
|
6.8
|
%
|
||||||||||||||||||||
|
Acquisition-related and integration charges
(a)
|
$
|
19.8
|
|
$
|
7.8
|
|
$
|
—
|
|
|||||||||||||||||
|
Restructuring and related charges
(a)
|
$
|
14.7
|
|
$
|
13.0
|
|
$
|
—
|
|
|||||||||||||||||
|
Change in presentation of pension and postretirement costs
(b)
|
$
|
21.1
|
|
$
|
13.6
|
|
$
|
13.6
|
|
|||||||||||||||||
|
(a)
|
Acquisition-related and integration charges and restructuring and related charges are included in operating profit and operating margin.
|
|
(b)
|
In 2018, we adopted amended guidance related to the presentation of net periodic pension cost and net periodic postretirement cost which resulted in a reclassification of the non-service cost components of net benefit cost from selling, general and administrative expenses to miscellaneous income, net of $21.1 million in 2018 and $13.6 million in each of 2017 and 2016.
|
Page 19
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Items Affecting Comparability of Reported Results
The comparability of our results from operations for the years ended December 31, 2018, 2017 and 2016 is affected by the following significant items:
Acquisition-Related and Integration Charges
During 2018 and 2017, we recorded pre-tax acquisition-related and integration charges of
$19.8 million
and
$7.8 million
, respectively, related to acquisition activity.
Acquisition-Related Inventory Step-Up and Backlog Amortization
In 2018, we recorded pre-tax acquisition-related inventory step-up and backlog amortization of
$9.1 million
, primarily associated with the acquisition of Crane Currency.
Restructuring and Related Charges
In 2018, we recorded pre-tax restructuring and related charges of
$14.7 million
related to the acquisition of Crane Currency and the 2017 repositioning actions. In 2017, we recorded pre-tax restructuring charges, net of gain on property sale, of
$13.0 million
related to repositioning activities in our Fluid Handling, Payment & Merchandising Technologies and Aerospace & Electronics segments.
Asbestos Charge
In 2016, we recorded a pre-tax charge of
$192.4 million
associated with extending the time horizon of our estimated asbestos liability through the generally accepted end point in 2059. Please refer to Part II, Item 8 under Note 11, "Commitments and Contingencies" in the Notes to Consolidated Financial Statements for further discussion of the asbestos charge.
Huttig Legal Settlement Charge
In 2016, we recorded a pre-tax charge of $5.0 million associated with settlement of a legal matter with Huttig Building Products, Inc.
2018 compared with 2017
Sales increased by
$559.5 million
, or
20.1%
, to
$3,345.5 million
in 2018. Net sales related to operations outside the U.S. for the years ended December 31, 2018 and 2017 was
37%
of total net sales. The year-over-year change in sales included:
|
•
|
an increase in sales related to acquisitions, net, of
$470.9 million
, or
16.9%
;
|
|
•
|
an increase in core sales of
$76.7 million
, or
2.8%
; and
|
|
•
|
favorable foreign currency translation of
$11.9 million
, or
0.4%
.
|
Operating profit increased by
$52.9 million
, or
13.6%
, to
$441.3 million
in 2018. The increase in operating profit reflected the higher operating profit in our Payment & Merchandising Technologies, Fluid Handling and Aerospace & Electronics segments and lower corporate costs, partially offset by lower operating profit in our Engineered Materials segment. Operating profit in 2018 included 1) acquisition-related and integration charges of
$19.8 million
in connection with the acquisition of Crane Currency; 2) acquisition-related inventory and backlog amortization of
$9.1 million
, primarily associated with the acquisition of Crane Currency; and 3) restructuring and related charges of $
14.7 million
.
2017 compared with 2016
Sales increased by $38.0 million to $2,786.0 million in 2017. Net sales related to operations outside the U.S. for the years ended December 31, 2017 and 2016 were 37% and 36% of total net sales, respectively. The year-over-year change in sales included:
|
•
|
an increase in core sales of
$31.0 million
, or
1.1%
; and
|
|
•
|
a net acquisition benefit of
$13.8 million
, or
0.5%
; partially offset by
|
|
•
|
unfavorable foreign currency translation of
$6.8 million
, or
0.2%
.
|
Operating profit increased by
$201.7 million
, or
108.0%
, to
$388.4 million
in 2017. The increase primarily related to the absence of a
$192.4 million
asbestos charge recorded in 2016, together with higher operating profit in our Payment & Merchandising Technologies, Aerospace & Electronics and Engineered Materials segments. These increases were partially offset by lower operating profit in our Fluid Handling segment, a
$13.0 million
pre-tax restructuring charge, net of gain on property sale, and higher corporate costs.
Page 20
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Comprehensive income
|
(in millions) For the year ended December 31,
|
2018
|
2017
|
2016
|
|||||||||
|
Net income before allocation to noncontrolling interests
|
$
|
335.5
|
|
$
|
172.5
|
|
$
|
123.8
|
|
|||
|
Other comprehensive (loss) income, net of tax
|
||||||||||||
|
Currency translation adjustment
|
(41.6
|
)
|
86.9
|
|
(64.7
|
)
|
||||||
|
Changes in pension and postretirement plan assets and benefit obligation, net of tax
|
(26.2
|
)
|
9.2
|
|
(35.2
|
)
|
||||||
|
Other comprehensive (loss) income, net of tax
|
(67.8
|
)
|
96.1
|
|
(99.9
|
)
|
||||||
|
Comprehensive income before allocation to noncontrolling interests
|
267.7
|
|
268.6
|
|
23.9
|
|
||||||
|
Less: Noncontrolling interests in comprehensive income
|
(0.3
|
)
|
0.7
|
|
1.0
|
|
||||||
|
Comprehensive income attributable to common shareholders
|
$
|
268.0
|
|
$
|
267.9
|
|
$
|
22.9
|
|
|||
2018 compared with 2017
For the year ended December 31, 2018, comprehensive income before allocations to noncontrolling interests was
$267.7 million
compared to
$268.6 million
in 2017. The
$0.9 million
decrease was primarily driven by a
$128.5 million
unfavorable impact of foreign currency translation adjustments year over year including fluctuations in the British pound, Canadian dollar, euro and Japanese yen, and a
$35.4 million
decrease due to changes in pension and postretirement plan assets and benefit obligations. These decreases were substantially offset by higher net income before allocation to noncontrolling interests of
$163.0 million
.
2017 compared with 2016
For the year ended December 31, 2017, comprehensive income before allocations to noncontrolling interests was $268.6 million compared to $23.9 million in 2016. The $244.7 million increase was primarily driven by a $151.6 million favorable impact of foreign currency translation adjustments year over year including fluctuations in the British pound, Canadian dollar, euro and Japanese yen. The change was also attributable to a $48.7 million increase in net income before allocation to noncontrolling interests.
Page 21
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
FLUID HANDLING
|
(in millions, except %) For the year ended December 31,
|
2018
|
2017
|
2016
|
|||||||||
|
Net sales by product line:
|
||||||||||||
|
Process Valves and Related Products
|
$
|
685.4
|
|
$
|
640.1
|
|
$
|
619.2
|
|
|||
|
Commercial Valves
|
325.4
|
|
310.1
|
|
290.9
|
|
||||||
|
Other Products
|
91.0
|
|
92.3
|
|
89.4
|
|
||||||
|
Total net sales
|
$
|
1,101.8
|
|
$
|
1,042.5
|
|
$
|
999.5
|
|
|||
|
Operating profit
|
$
|
118.8
|
|
$
|
101.7
|
|
$
|
109.4
|
|
|||
|
Acquisition-related and integration charges
(a)
|
$
|
—
|
|
$
|
2.9
|
|
$
|
—
|
|
|||
|
Restructuring and related charges
(a)
|
$
|
10.0
|
|
$
|
10.6
|
|
$
|
—
|
|
|||
|
Change in presentation of pension and postretirement costs
(b)
|
$
|
15.3
|
|
$
|
10.1
|
|
$
|
10.1
|
|
|||
|
Assets
|
$
|
878.2
|
|
$
|
941.6
|
|
$
|
845.9
|
|
|||
|
Operating margin
|
10.8
|
%
|
9.8
|
%
|
10.9
|
%
|
||||||
|
(a)
|
Acquisition-related and integration charges and restructuring and related charges are included in operating profit and operating margin.
|
|
(b)
|
In 2018, we adopted amended guidance related to the presentation of net periodic pension cost and net periodic postretirement cost which resulted in a reclassification of the non-service cost components of net benefit cost from selling, general and administrative expenses to miscellaneous income, net of $15.3 million in 2018 and $10.1 million in each of 2017 and 2016.
|
2018 compared with 2017
Fluid Handling sales increased by
$59.3 million
, or
5.7%
, to
$1,101.8 million
, driven by a core sales increase of
$44.9 million
, or
4.3%
, favorable foreign currency translation of
$12.2 million
, or
1.2%
, and a favorable net impact from acquisitions of $
2.2 million
, or 0.2%.
|
•
|
Sales of Process Valves and Related Products increased by
$45.3 million
, or
7.1%
, to
$685.4 million
in 2018. The increase reflected a core sales increase of
$26.8 million
, or
4.2%
, favorable foreign currency translation of
$7.8 million
, or
1.2%
, as the euro strengthened against the U.S. dollar, and an increase in sales related to the Westlock acquisition of
$10.7 million
, or
1.7%
. The core sales increase primarily reflects higher sales to the general industrial, chemical and oil & gas markets.
|
|
•
|
Sales of Commercial Valves increased by
$15.3 million
, or
4.9%
, to
$325.4 million
in 2018, primarily driven by a core sales increase of
$10.9 million
, or
3.5%
, and favorable foreign currency translation of
$4.4 million
, or
1.4%
, as the British pound strengthened against the U.S. dollar. The core sales increase reflected higher sales in the Canadian non-residential construction market.
|
|
•
|
Sales of Other Products decreased by
$1.3 million
, or
1.4%
, to
$91.0 million
in 2018, primarily reflecting a loss of sales due to the deconsolidation of a joint venture of
$8.5 million
, or
9.2%
, partially offset by a core sales increase of
$7.2 million
, or
7.8%
. The higher core sales were primarily a result of broad-based strength across primary end markets.
|
Fluid Handling operating profit increased by
$17.1 million
, or
16.8%
, to
$118.8 million
in 2018. The increase was driven primarily by productivity and leverage on the higher sales volumes, partially offset by unfavorable mix.
2017 compared with 2016
Fluid Handling sales increased by $43.0 million, or 4.3%, to $1,042.5 million, driven by a core sales increase of $22.8 million, or 2.3%, a favorable net impact from acquisitions of $19.8 million, or 2.0%, and favorable foreign currency translation of $0.4 million.
|
•
|
Sales of Process Valves and Related Products increased by $20.9 million, or 3.4%, to $640.1 million in 2017, primarily related to a $21.5 million, or 3.5%, increase in sales related to an acquisition and, to a lesser extent, favorable foreign currency translation of $3.6 million, or 0.6%. These increases were partially offset by a core sales decline of $4.2 million, or 0.7%, primarily related to weaker conventional power end markets.
|
|
•
|
Sales of Commercial Valves increased by $19.2 million, or 6.6%, to $310.1 million in 2017, primarily driven by a core sales increase of $22.5 million, or 7.7%, partially offset by unfavorable foreign currency translation of $3.5 million, or
|
Page 22
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
1.1%. The core sales increase primarily reflected stronger sales to the U.K. gas market and Canadian non-residential construction markets.
|
•
|
Sales of Other Products increased by $2.9 million, or 3.2%, to $92.3 million in 2017, primarily reflecting a core sales increase of $4.5 million, or 5.0%, partially offset by the loss of sales due to the deconsolidation of a joint venture of $1.6 million, or 1.8%. The higher core sales were primarily a result of greater demand from U.S. municipal end markets.
|
Fluid Handling operating profit decreased by $7.7 million, or 7.0%, to $101.7 million in 2017. The decrease was driven by the impact of unfavorable mix, higher restructuring and related charges of $10.6 million, higher material costs and higher transaction related expenses of $2.9 million, partially offset by productivity, price increases and the impact of higher volumes.
PAYMENT & MERCHANDISING TECHNOLOGIES
|
(in millions, except %) For the year ended December 31,
|
2018
|
2017
|
2016
|
|||||||||
|
Net sales by product line:
|
||||||||||||
|
Payment Acceptance and Dispensing Products
|
$
|
594.2
|
|
$
|
575.9
|
|
$
|
511.8
|
|
|||
|
Banknotes and Security Products
|
458.2
|
|
—
|
|
—
|
|
||||||
|
Merchandising Equipment
|
204.6
|
|
200.8
|
|
234.0
|
|
||||||
|
Total net sales
|
$
|
1,257.0
|
|
$
|
776.7
|
|
$
|
745.8
|
|
|||
|
Operating profit
|
$
|
186.0
|
|
$
|
145.9
|
|
$
|
133.2
|
|
|||
|
Acquisition-related and integration charges
(a)
|
$
|
19.8
|
|
$
|
0.7
|
|
$
|
—
|
|
|||
|
Restructuring and related charges
(a)
|
$
|
3.7
|
|
$
|
12.2
|
|
$
|
—
|
|
|||
|
Change in presentation of pension and postretirement costs
(b)
|
$
|
2.9
|
|
$
|
2.5
|
|
$
|
2.3
|
|
|||
|
Assets
|
$
|
2,074.4
|
|
$
|
1,215.7
|
|
$
|
1,188.9
|
|
|||
|
Operating margin
|
14.8
|
%
|
18.8
|
%
|
17.9
|
%
|
||||||
|
(a)
|
Acquisition-related and integration charges and restructuring and related charges are included in operating profit and operating margin.
|
|
(b)
|
In 2018, we adopted amended guidance related to the presentation of net periodic pension cost and net periodic postretirement cost which resulted in a reclassification of the non-service cost components of net benefit cost from selling, general and administrative expenses to miscellaneous income, net of $2.9 million, $2.5 million and $2.3 million in 2018, 2017 and 2016, respectively.
|
2018 compared with 2017
Payment & Merchandising Technologies sales increased by
$480.3 million
, or
61.8%
, to
$1,257.0 million
in 2018, reflecting an increase in sales related to acquisitions of
$468.7 million
, or
60.3%
, and an increase in core sales of
$12.2 million
, or
1.6%
, partially offset by unfavorable foreign currency translation of
$0.6 million
, or
0.1%
.
|
•
|
Sales of Payment Acceptance and Dispensing Products increased
$18.3 million
, or
3.2%
, to
$594.2 million
in 2018, reflecting a core sales increase of
$9.4 million
, or
1.6%
, favorable foreign currency translation of
$7.2 million
, or
1.3%
, as the British pound and euro strengthened against the U.S. dollar, and higher sales related to the 2017 Microtronic acquisition of
$1.7 million
, or
0.3%
. The higher core sales were primarily related to higher sales to the financial services, gaming and vending vertical markets.
|
|
•
|
Sales of Banknotes and Security Products increased
$458.2 million
due to the acquisition of Crane Currency.
|
|
•
|
Sales of Merchandising Equipment increased
$3.8 million
, or
1.9%
, to
$204.6 million
in 2018. The increase reflected a core sales increase of
$2.8 million
, or
1.4%
, and favorable foreign currency of
$1.0 million
, or
0.5%
.
|
Payment & Merchandising Technologies operating profit increased by
$40.1 million
, or
27.5%
, to
$186.0 million
in 2018. The increase was driven by the contribution from the Crane Currency acquisition, leverage on higher core sales, strong productivity, restructuring savings, and lower restructuring and related charges. These increases were partially offset by an increase of
$19.1 million
of acquisition-related and integration charges and $8.7 million of acquisition-related inventory and backlog amortization associated with the Crane Currency acquisition, and to a lesser extent, accelerated strategic growth investments.
2017 compared with 2016
Payment & Merchandising Technologies sales increased by $30.9 million, or 4.1%, to $776.7 million in 2017, reflecting a core sales increase of $44.5 million, or 5.9%, partially offset by unfavorable foreign currency translation of $7.6 million, or 1.0%, and a decrease in sales related to divestitures, net of acquisitions, of $6.0 million, or 0.8%.
Page 23
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
•
|
Sales of Payment Acceptance and Dispensing Products increased $64.0 million, or 12.5%, to $575.9 million in 2017, driven by a core sales increase of $76.5 million, or 14.9%, reflecting strength across several end markets, but most notably in the retail vertical. Core sales were partially offset by unfavorable foreign currency translation of $6.5 million, or 1.3%, and a net divestiture/acquisition impact $6.0 million, or 1.1%. Unfavorable foreign currency translation was primarily a result of the British pound and, to a lesser extent, the Japanese yen weakening against the U.S. dollar.
|
|
•
|
Sales of Merchandising Equipment decreased $33.2 million, or 14.2%, to $200.8 million in 2017, reflecting a core sales decrease of $32.0 million, or 13.7%, and unfavorable foreign currency translation of $1.2 million, or 0.5%. The decrease in core sales was primarily related to lower capital spending by certain of our U.S. bottler customers.
|
Payment & Merchandising Technologies operating profit increased by $12.7 million, or 9.5%, to $145.9 million in 2017. The increase was primarily driven by the impact from the higher core sales and productivity, partially offset by unfavorable mix and an increase of $12.2 million in restructuring and related charges.
AEROSPACE & ELECTRONICS
|
(in millions, except %) For the year ended December 31,
|
2018
|
2017
|
2016
|
|||||||||
|
Net sales by product line:
|
||||||||||||
|
Commercial Original Equipment
|
$
|
343.4
|
|
$
|
346.1
|
|
$
|
354.9
|
|
|||
|
Military Original Equipment
|
195.7
|
|
159.0
|
|
200.3
|
|
||||||
|
Commercial Aftermarket
|
150.5
|
|
134.0
|
|
132.8
|
|
||||||
|
Military Aftermarket
|
53.9
|
|
52.3
|
|
57.7
|
|
||||||
|
Total net sales
|
$
|
743.5
|
|
$
|
691.4
|
|
$
|
745.7
|
|
|||
|
Operating profit
|
$
|
164.2
|
|
$
|
160.3
|
|
$
|
149.7
|
|
|||
|
Restructuring charges (gains), net
(a)
|
$
|
1.0
|
|
$
|
(9.8
|
)
|
$
|
—
|
|
|||
|
Change in presentation of pension and postretirement costs
(b)
|
$
|
0.6
|
|
$
|
(0.1
|
)
|
$
|
0.1
|
|
|||
|
Assets
|
$
|
603.9
|
|
$
|
573.0
|
|
$
|
555.5
|
|
|||
|
Operating margin
|
22.1
|
%
|
23.2
|
%
|
20.1
|
%
|
||||||
|
(a)
|
Restructuring charges (gains), net are included in operating profit and operating margin.
|
|
(b)
|
In 2018, we adopted amended guidance related to the presentation of net periodic pension cost and net periodic postretirement cost which resulted in a reclassification of the non-service cost components of net benefit cost from selling, general and administrative expenses to miscellaneous income, net of $0.6 million, $(0.1) million and $0.1 million in 2018, 2017 and 2016, respectively.
|
2018 compared with 2017
Aerospace & Electronics sales increased
$52.1 million
, or
7.5%
, to $
743.5 million
in 2018. The commercial market and military market accounted for
66%
and
34%
, respectively, of total segment sales in 2018. Sales to OEM and aftermarket customers in 2018 were
73%
and
27%
of total sales, respectively.
|
•
|
Sales of Commercial Original Equipment decreased by
$2.7 million
, or
0.8%
, to
$343.4 million
in 2018. The sales decrease was driven by lower funded engineering sales following the completion of several development projects, partially offset by higher sales for large commercial aircraft and business jets.
|
|
•
|
Sales of Military Original Equipment increased by
$36.7 million
, or
23.1%
, to
$195.7 million
in 2018, primarily reflecting sales for a large ground-based radar program in our Microwave business, as well as higher funded engineering sales.
|
|
•
|
Sales of Commercial Aftermarket increased by
$16.5 million
, or
12.3%
, to
$150.5 million
in 2018, primarily reflecting higher sales of commercial spares.
|
|
•
|
Sales of Military Aftermarket increased by
$1.6 million
, or
3.1%
, to
$53.9 million
in 2018, primarily reflecting higher sales of military spares, partially offset by lower sales related to modernization and upgrade programs.
|
Aerospace & Electronics operating profit increased by
$3.9 million
, or
2.4%
, to
$164.2 million
in 2018, primarily as a result of the impact from the higher sales volumes, partially offset by the absence of the gain on sale of property recognized in 2017.
Page 24
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
2017 compared with 2016
Aerospace & Electronics sales decreased
$54.3 million
, or 7.3%, to $691.4 million in 2017. The commercial market and military market accounted for 69% and 31%, respectively, of total segment sales in 2017. Sales to OEM and aftermarket customers in 2017 were 73% and 27% of total sales, respectively.
|
•
|
Sales of Commercial Original Equipment decreased by $8.8 million, or 2.5%, to $346.1 million in 2017. The sales decrease was primarily driven by weaker sales to business jet and wide body end markets.
|
|
•
|
Sales of Military Original Equipment decreased by $41.3 million, or 20.6%, to $159.0 million in 2017. The sales decrease primarily reflected the non-repeat of a large military program that shipped in 2016.
|
|
•
|
Sales of Commercial Aftermarket increased by $1.2 million or 0.9%, to $134.0 million in 2017.
|
|
•
|
Sales of Military Aftermarket decreased by $5.4 million, or 9.4%, to $52.3 million in 2017. The sales decrease primarily reflected higher sales of modernization & upgrade programs in 2016.
|
Aerospace & Electronics operating profit increased by $10.6 million, or 7.1%, to $160.3 million in 2017, primarily as a result of strong productivity and a gain on sale of property, net of restructuring charges, related to repositioning activities in the fourth quarter of 2017, partially offset by the impact of the lower sales volume.
ENGINEERED MATERIALS
|
(in millions, except %) For the year ended December 31,
|
2018
|
2017
|
2016
|
|||||||||
|
Net sales by product line:
|
||||||||||||
|
FRP- Recreational Vehicles
|
$
|
119.0
|
|
$
|
150.5
|
|
$
|
131.2
|
|
|||
|
FRP- Building Products
|
92.2
|
|
95.2
|
|
89.6
|
|
||||||
|
FRP- Transportation
|
32.0
|
|
29.7
|
|
36.2
|
|
||||||
|
Total net sales
|
$
|
243.2
|
|
$
|
275.4
|
|
$
|
257.0
|
|
|||
|
Operating profit
|
$
|
37.8
|
|
$
|
49.4
|
|
$
|
49.0
|
|
|||
|
Change in presentation of pension and postretirement costs
(a)
|
$
|
0.2
|
|
$
|
—
|
|
$
|
—
|
|
|||
|
Assets
|
$
|
222.1
|
|
$
|
220.8
|
|
$
|
224.7
|
|
|||
|
Operating margin
|
15.5
|
%
|
17.9
|
%
|
19.1
|
%
|
||||||
|
(a)
|
In 2018, we adopted amended guidance related to the presentation of net periodic pension cost and net periodic postretirement cost which resulted in a reclassification of the non-service cost components of net benefit cost from selling, general and administrative expenses to miscellaneous income, net of $0.2 million in 2018.
|
2018 compared with 2017
Engineered Materials sales decreased by
$32.2 million
, or
11.7%
, to
$243.2 million
in
2018
.
|
•
|
Sales of FRP panels to RV manufacturers decreased by
$31.5 million
, or
20.9%
, to
$119.0 million
in 2018, reflecting lower RV industry production rates.
|
|
•
|
Sales of FRP to building products customers decreased
$3.0 million
, or
3.2%
, to
$92.2 million
in 2018.
|
|
•
|
Sales of FRP to transportation customers increased
$2.3 million
, or
7.7%
, to
$32.0 million
in 2018, primarily reflecting higher sales for trailer-related products.
|
Engineered Materials operating profit decreased by
$11.6 million
, or
23.5%
, to
$37.8 million
in 2018, primarily reflecting the impact from the lower sales volumes and higher raw material costs, partially offset by higher pricing and productivity.
Page 25
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
2017 compared with 2016
Engineered Materials sales increased by $18.4 million, or 7.2%, to $275.4 million in 2017.
|
•
|
Sales of FRP panels to RV manufacturers increased by $19.3 million, or 14.7%, to $150.0 million in 2017, resulting primarily from market share gains and underlying market growth.
|
|
•
|
Sales of FRP to building products customers increased $5.6 million, or 6.3%, to $95.2 million in 2017, primarily reflecting higher sales in international markets and in the domestic retail channel, reflecting improved non-residential construction activity.
|
|
•
|
Sales of FRP to transportation customers decreased $6.5 million, or 18.0%, to $29.7 million in 2017, primarily reflecting lower sales of side skirts and tank cladding products.
|
Engineered Materials operating profit increased by $0.4 million, or 0.8%, to $49.4 million in 2017, reflecting higher volumes and strong productivity, partially offset by higher material costs.
CORPORATE
|
(in millions) For the year ended December 31,
|
2018
|
2017
|
2016
|
|||||||||
|
Corporate expense
|
$
|
(65.5
|
)
|
$
|
(68.9
|
)
|
$
|
(62.2
|
)
|
|||
|
Corporate expense — Asbestos
|
—
|
|
—
|
|
(192.4
|
)
|
||||||
|
Total Corporate expense
|
$
|
(65.5
|
)
|
$
|
(68.9
|
)
|
$
|
(254.6
|
)
|
|||
|
Interest income
|
$
|
2.3
|
|
$
|
2.5
|
|
$
|
1.9
|
|
|||
|
Interest expense
|
$
|
(50.9
|
)
|
$
|
(36.1
|
)
|
$
|
(36.5
|
)
|
|||
|
Miscellaneous income, net
|
$
|
18.7
|
|
$
|
12.7
|
|
$
|
12.0
|
|
|||
|
Change in presentation of pension and postretirement costs
(a)
|
$
|
2.1
|
|
$
|
1.1
|
|
$
|
1.1
|
|
|||
|
(a)
|
In 2018, we adopted amended guidance related to the presentation of net periodic pension cost and net periodic postretirement cost which resulted in a reclassification of the non-service cost components of net benefit cost from selling, general and administrative expenses to miscellaneous income, net of $2.1 million in 2018 and $1.1 million in each of 2017 and 2016.
|
2018 compared with 2017
Total Corporate expense was lower by
$3.4 million
in 2018 primarily due to the absence of
$4.2 million
of transaction costs related to the acquisition of Crane Currency that were recorded in 2017.
Interest expense increased
$14.8 million
, or
41.0%
. The increase was primarily related to additional debt associated with the acquisition of Crane Currency.
2017 compared with 2016
Total Corporate expense was lower by
$185.7 million
in 2017 primarily due to the absence of a
$192.4 million
asbestos charge and a $5.0 million legal settlement charge, both recorded in 2016. This decline was partially offset by transaction costs of
$4.2 million
related to the acquisition of Crane Currency. See Part II, Item 8 under Note 11, "Commitments and Contingencies" in the Notes to Consolidated Financial Statements for further discussion on the 2016 asbestos and legal settlement charges. See Part II, Item 8 under Note 2 “Acquisitions and Divestitures,” in the Notes to Consolidated Financial Statements for further discussion on the acquisition of Crane Currency.
Income Tax
|
(in millions, except %) For the year ended December 31,
|
2018
|
2017
|
2016
|
|||||||||
|
Income before tax — U.S.
|
$
|
296.4
|
|
$
|
270.1
|
|
$
|
63.5
|
|
|||
|
Income before tax — non-U.S.
|
115.0
|
|
97.4
|
|
100.6
|
|
||||||
|
Income before tax — worldwide
|
$
|
411.4
|
|
$
|
367.5
|
|
$
|
164.1
|
|
|||
|
Provision for income taxes
|
$
|
75.9
|
|
$
|
195.0
|
|
$
|
40.3
|
|
|||
|
Effective tax rate
|
18.4
|
%
|
53.1
|
%
|
24.6
|
%
|
||||||
Our effective tax rate is affected by a number of items, both recurring and discrete, including the amount of income we earn in different jurisdictions and their respective statutory tax rates, acquisitions and dispositions, changes in the valuation of our deferred tax assets and liabilities, changes in tax laws, regulations and accounting principles, the continued availability of statutory tax credits and deductions, and examinations initiated by tax authorities around the world. See Application of Critical Accounting
Page 26
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Policies included later in this Item 7 for additional information about our provision for income taxes. A reconciliation of the statutory U.S. federal tax rate to our effective tax rate is set forth in Part II, Item 8 under Note 7, "Income Taxes" in the Notes to Consolidated Financial Statements.
2018 compared with 2017
Enacted on December 22, 2017, the TCJA significantly changed U.S. corporate income tax law and caused us to:
|
•
|
Remeasure our net deferred tax assets to the reduced 21% corporate income tax rate effective January 1, 2018 (“Re-measurement”),
|
|
•
|
Record a one-time transition tax on our previously deferred non-U.S. earnings (“Toll Tax”), and
|
|
•
|
Reassess our assertion regarding the re-investment of our non-US undistributed earnings (“Assertion Tax”).
|
We availed ourselves of the one-year measurement period provided by Staff Accounting Bulletin No. 118 (“SAB 118”), as described below, and have now completed our accounting for the TCJA.
During the years ended December 31, 2018 and 2017, we recorded the following (benefit) provision related to the enactment of the TCJA:
|
(in millions) December 31,
|
2018
|
2017
|
||||||
|
Re-measurement
|
$
|
(5.1
|
)
|
$
|
75.0
|
|
||
|
Toll Tax
|
0.7
|
|
8.0
|
|
||||
|
Assertion Tax
|
(0.4
|
)
|
4.0
|
|
||||
|
Total (benefit) provision for income taxes
|
$
|
(4.8
|
)
|
$
|
87.0
|
|
||
2017 compared with 2016
On December 22, 2017, the TCJA significantly changed U.S. corporate income tax law by reducing federal statutory tax rates from 35% to 21%, instituting a territorial tax system that provides a 100% exemption on future repatriations from certain foreign subsidiaries, and imposing a one-time transition tax on previously deferred non-U.S. earnings. Our effective tax rate in 2017 was significantly affected by TCJA. Specifically, we recorded a one-time charge of $87 million primarily consisting of:
|
•
|
A re-measurement of our net deferred tax assets due to a reduction in U.S. corporate income tax rate from 35% to 21% effective January 1, 2018, totaling $75 million; and
|
|
•
|
A one-time mandatory transition tax on previous deferred earnings of foreign subsidiaries and a reassessment of our assertion regarding re-investment of our non-US subsidiaries' undistributed earnings, together totaling $12 million.
|
We calculated this charge based on our understanding of both the TCJA as drafted and interpretative guidance issued as of the time of the filing of our Form 10-K last year.
On December 22, 2017, the SEC released SAB 118 which allowed registrants that do not have the necessary information available, prepared, or analyzed to complete the accounting for the TCJA to report provisional amounts in their SEC filings based on reasonable estimates. Further, it provided a one year measurement period for registrants to complete their accounting for the TCJA.
In accordance with SAB 118, we considered the entire $87 million charge to be a provisional estimate as of December 31, 2017.
Page 27
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES
|
(in millions) For the year ended December 31,
|
2018
|
2017
|
2016
|
|||||||||
|
Net cash provided by (used in):
|
||||||||||||
|
Operating activities
|
$
|
413.8
|
|
$
|
317.5
|
|
$
|
318.1
|
|
|||
|
Investing activities
|
(752.3
|
)
|
(86.7
|
)
|
(50.6
|
)
|
||||||
|
Financing activities
|
(7.9
|
)
|
(80.8
|
)
|
(100.4
|
)
|
||||||
|
Effect of exchange rates on cash and cash equivalents
|
(16.4
|
)
|
46.5
|
|
(20.9
|
)
|
||||||
|
(Decrease) increase in cash and cash equivalents
|
$
|
(362.8
|
)
|
$
|
196.5
|
|
$
|
146.2
|
|
|||
Our operating philosophy is to deploy cash provided from operating activities, when appropriate, to provide value to shareholders by reinvesting in existing businesses, by making acquisitions that will strengthen and complement our portfolio, by divesting businesses that are no longer strategic and by paying dividends and/or repurchasing shares.
Our current cash balance, together with cash we expect to generate from future operations along with our commercial paper program or borrowings available under our revolving credit facility, is expected to be sufficient to finance our short- and long-term capital requirements, as well as to fund payments associated with our asbestos and environmental liabilities and expected pension contributions. In addition, we believe our investment grade credit ratings afford us adequate access to public and private debt markets.
On January 10, 2018, we completed the acquisition of Crane Currency, a supplier of banknotes and highly engineered banknote security features. The base purchase price of the acquisition was $800 million on a cash-free and debt-free basis. To fund the acquisition, we issued $340 million of commercial paper under our commercial paper program, drew $100 million and $200 million from our 364-day Credit Agreement and 3-year Term Loan Credit Agreement, respectively, together with cash on hand.
On February 5, 2018, we completed a public offering of $350 million aggregate principal amount of 4.20% Senior Notes due March 2048. In March 2018, we used the net proceeds from the Public Offering, together with cash on hand, to repay all of the $100 million outstanding under our 364-day Credit Agreement as well as the $250 million of outstanding 2.75% notes due in December 2018.
On October 23, 2018, we increased the size of our commercial paper program to permit the issuance of commercial paper notes in an aggregate principal amount not to exceed $550 million at any time outstanding. Prior to this increase, the commercial paper program permitted us to issue commercial paper notes in an aggregate principal amount not to exceed $500 million under the original terms of the commercial paper program at any time outstanding. There were no borrowings outstanding under our commercial paper program as of December 31, 2018.
As described in Note 7, "Income Taxes," the TCJA significantly changed U.S. tax law, eliminating the incremental U.S. taxes normally due upon repatriation. As a result, we distributed $357 million from our non-U.S. subsidiaries during the second quarter of 2018 to repay our $200 million 3-year Term Loan Credit Agreement and certain amounts outstanding under the commercial paper program. While our non-U.S. subsidiaries held $336 million as of December 31, 2018, we do not currently forecast the need to use to this cash to fund our day-to-day U.S. operations.
Operating Activities
Cash provided by operating activities, a key source of our liquidity, was
$413.8 million
in 2018, compared to
$317.5 million
in 2017. Increases in cash generated resulted primarily from higher cash earnings partially offset by higher defined benefit plan and postretirement contributions, which included a $28.0 million discretionary contribution in the third quarter of 2018. Net pre-tax asbestos-related payments in 2018 and 2017 were
$63.9 million
and
$62.5 million
, respectively. In 2019, we expect to make payments related to asbestos settlement and defense costs, net of related insurance recoveries, of approximately $50 million.
Investing Activities
Cash flows relating to investing activities consist primarily of cash used for acquisitions and capital expenditures and cash provided by divestitures of businesses or assets. Cash used for investing activities was
$752.3 million
in 2018, compared to
$86.7 million
in 2017. The increase in cash used for investing activities was driven by net cash paid of
$648.0 million
for the acquisition of Crane Currency and, to a lesser extent, higher capital expenditures compared to the prior year. Capital expenditures are made primarily for increasing capacity, replacing equipment, supporting new product development and improving information systems. We expect capital expenditures of approximately $90 million in 2019, reflecting $30 million of capital requirements resulting from Crane Currency, as well as continued investments in new product development initiatives, primarily in our Aerospace & Electronics, Payment & Merchandising Technologies and Fluid Handling segments.
Page 28
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Financing Activities
Financing cash flows consist primarily of dividend payments to shareholders, share repurchases, repayments of indebtedness, proceeds from the issuance of commercial paper and proceeds from the issuance of common stock. Cash used for financing activities was
$7.9 million
in 2018, compared to
$80.8 million
in 2017. The decrease in cash used was driven by
$109.6 million
of debt proceeds, net of repayments, partially offset by
$25.1 million
of additional cash used for the repurchase of shares and
$9.1 million
of lower proceeds from stock option exercises.
Financing Arrangements
On March 2, 2015, we entered into a commercial paper program (the “CP Program”) from which we may issue short-term, unsecured commercial paper notes (the “Notes”) pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended. Amounts available under the CP Program may be borrowed, repaid and re-borrowed from time to time, with the aggregate principal amount of the Notes outstanding under the CP Program at any time not to exceed $500 million under the original terms of the CP Program. The Notes have maturities of up to 397 days from date of issue. The Notes rank at least
pari passu
with all of our other unsecured and unsubordinated indebtedness. As of December 31, 2017, there were no outstanding borrowings. In January 2018, we issued $340 million under the CP Program to fund the acquisition of Crane Currency. On October 23, 2018, we increased the size of the CP Program to permit the issuance of Notes in an aggregate principal amount not to exceed $550 million at any time outstanding. As of December 31, 2018, there were no borrowings outstanding under the CP Program.
In December 2017, we entered into a $550 million five year Revolving Credit Agreement (the “2017 Facility”), which replaced an existing $500 million revolving credit facility. The 2017 Facility allows us to borrow, repay, or to the extent permitted by the agreement, prepay and re-borrow funds at any time prior to the stated maturity date. The loan proceeds may be used for general corporate purposes including financing for acquisitions. Interest is based on, at our option, (1) a base rate, plus a margin ranging from 0.0% to 0.50% depending upon the ratings by S&P and Moody’s of its senior unsecured long-term debt (the "Index Debt Rating"), or (2) an adjusted LIBOR for an interest period to be selected by the Company, plus a margin ranging from 0.805% to 1.50% depending upon the Index Debt Rating. The 2017 Facility contains customary affirmative and negative covenants for credit facilities of this type, including limitations on us and our subsidiaries with respect to indebtedness, liens, mergers, consolidations, liquidations and dissolutions, sales of all or substantially all assets, transactions with affiliates and hedging arrangements. We must also maintain a debt to capitalization ratio not to exceed 0.65 to 1.00 at all times. The 2017 Facility also provides for customary events of default, including failure to pay principal, interest or fees when due, failure to comply with covenants, any representation or warranty made by us or any of our material subsidiaries being false in any material respect, default under certain other material indebtedness, certain insolvency or receivership events affecting us and our material subsidiaries, certain ERISA events, material judgments and a change in control of the Company. As of December 31, 2018, there were no outstanding borrowings under the 2017 Facility.
Total debt was
$949.2 million
and
$743.5 million
as of December 31, 2018 and 2017, respectively. Our indebtedness as of December 31, 2018 was as follows:
|
•
|
$298.6 million of 4.45% notes due 2023;
|
|
•
|
$198.2 million of 6.55% notes due 2036;
|
|
•
|
$345.9 million of 4.20% notes due 2048;
|
|
•
|
$81.4 million of a Syndicated loan facility due through 2033; and
|
|
•
|
$26.7 million of a Building loan facility due through 2037.
|
4.45% notes due December 2023
- In December 2013, we issued 10 year notes having an aggregate principal amount of $300 million. The notes are unsecured, senior obligations that mature on December 15, 2023 and bear interest at 4.45% per annum, payable semi-annually on June 15 and December 15 of each year. The notes have no sinking fund requirement, but may be redeemed, in whole or part, at our option. These notes do not contain any material debt covenants or cross default provisions. If there is a change in control of the Company, and if as a consequence, the notes are rated below investment grade by both Moody’s Investors Service and Standard & Poor’s, then holders of the notes may require us to repurchase them, in whole or in part, for 101% of the principal amount plus accrued and unpaid interest. Debt issuance costs are deferred and included in long-term debt and are amortized as a component of interest expense over the term of the notes. Including debt issuance cost amortization, these notes have an effective annualized interest rate of 4.56%.
6.55% notes due November 2036
- In November 2006, we issued 30 year notes having an aggregate principal amount of $200 million. The notes are unsecured, senior obligations that mature on November 15, 2036 and bear interest at 6.55% per annum, payable semi-annually on May 15 and November 15 of each year. The notes have no sinking fund requirement, but may be
Page 29
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
redeemed, in whole or in part, at our option. These notes do not contain any material debt covenants or cross default provisions. If there is a change in control of the Company, and if as a consequence, the notes are rated below investment grade by both Moody’s Investors Service and Standard & Poor’s, then holders of the notes may require us to repurchase them, in whole or in part, for 101% of the principal amount plus accrued and unpaid interest. Debt issuance costs are deferred and included in long-term debt and are amortized as a component of interest expense over the term of the notes. Including debt issuance cost amortization; these notes have an effective annualized interest rate of 6.67%.
4.20% notes due March 2048
- In February 2018, we completed a public offering of $350 million aggregate principal amount of 4.20% Senior Notes due 2048 (the "2048 Notes"). The 2048 Notes bear interest at a rate of 4.20% per annum and mature on March 15, 2048. Interest on the 2048 Notes is payable on March 15 and September 15 of each year, commencing on September 15, 2018. These notes do not contain any material debt covenants or cross default provisions. If there is a change in control of the Company, and if as a consequence, the notes are rated below investment grade by both Moody’s Investors Service and Standard & Poor’s, then holders of the notes may require us to repurchase them, in whole or in part, for 101% of the principal amount plus accrued and unpaid interest. Debt issuance costs are deferred and included in long-term debt and are amortized as a component of interest expense over the term of the notes. Including debt issuance cost amortization, these notes have an effective annualized interest rate of 4.29%
The 4.45% notes due December 2023 were issued under an indenture dated as of December 13, 2013. The 6.55% notes due November 2036 were issued under an indenture dated as of April 1, 1991. The 4.20% notes due December 2048 were issued under an indenture dated as of February 5, 2018. The indentures contain certain restrictions, including a limitation that restricts our ability and the ability of certain of our subsidiaries to create or incur secured indebtedness, enter into certain sale and leaseback transactions, and consolidate, merge or transfer all or substantially all of our assets and the assets of our subsidiaries.
Syndicated Loan and Building Loan Facilities
- As part of the acquisition of Crane Currency, we assumed €59 million of borrowings under a €72 million Syndicated Loan Facility Agreement (the “Syndicated Loan Facility”) with the borrower being Crane Currency Malta. The Syndicated Loan Facility allows borrowings under two facilities in the amounts of €49 million (“Facility 1”) and €23 million (“Facility 2”). The proceeds from the Syndicated Loan Facility may be used to purchase equipment for a printing facility in Malta. As of December 31, 2018, there was €71.1 million (€48.1 million from Facility 1 and €23.0 million from Facility 2) of outstanding borrowings. The Syndicated Loan Facility requires monthly principal payments, after the facilities are fully drawn, of €0.3 million from October 2018 through March 2032 for Facility 1 and €0.1 million from June 2019 through January 2033 for Facility 2. Interest is based on EURIBOR, plus a margin of 3.5% and is payable on a monthly basis. The Syndicated Loan Facility contains customary affirmative and negative covenants, including limitations on the subsidiary with respect to indebtedness, liens, mergers, consolidations, liquidations and dissolutions, sales of all or substantially all assets, transactions with affiliates and payment of dividends. Crane Currency Malta must also maintain a debt service cover ratio ranging from 1.2 to 1.5 over specified periods and a debt-to-equity ratio ranging from 2.5 to 1.5 over specified periods. The Syndicated Loan Facility provides for customary events of default. We also assumed €22.4 million of borrowings under a €27.0 million Building Loan Facility Agreement (the “Building Loan Facility”). The proceeds from the Building Loan Facility may be used to finance construction of the printing facility in Malta. As of December 31, 2018, there were €23.3 million of outstanding borrowings. The Building Loan Facility requires quarterly principal payments of €0.4 million from March 2018 through March 2037. Interest is 1.5% and is payable on a quarterly basis. The Building Loan Facility provides for customary events of default.
As of December 31, 2018, our total debt to total capitalization ratio was
38%
, computed as follows:
|
(in millions)
|
December 31, 2018
|
||
|
Current maturities of long-term debt
|
$
|
6.9
|
|
|
Long-term debt
|
942.3
|
|
|
|
Total indebtedness
|
$
|
949.2
|
|
|
Total shareholders’ equity
|
1,524.2
|
|
|
|
Capitalization
|
$
|
2,473.4
|
|
|
Total indebtedness to capitalization
|
38
|
%
|
|
Other
-
As of December 31, 2018, we had open standby letters of credit of $57.9 million issued pursuant to a $165.5 million uncommitted Letter of Credit Reimbursement Agreement, and certain other credit lines.
Page 30
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Credit Ratings
As of
December 31, 2018
, our senior unsecured debt was rated BBB by Standard & Poor’s with a Stable outlook and Baa2 with a Stable outlook by Moody’s Investors Service. We believe that these ratings afford us adequate access to the public and private debt markets.
Contractual Obligations
Under various agreements, we are obligated to make future cash payments in fixed amounts. These include payments under our long-term debt agreements and rent payments required under operating lease agreements. The following table summarizes our fixed cash obligations as of
December 31, 2018
:
|
|
Payment due by Period
|
|||||||||||||||||||
|
(in millions)
|
Total
|
2019
|
2020
-2021
|
2022
-2023
|
2024 and after
|
|||||||||||||||
|
Debt
(a)
|
$
|
958.1
|
|
$
|
6.9
|
|
$
|
15.5
|
|
$
|
315.5
|
|
$
|
620.2
|
|
|||||
|
Fixed interest payments
(b)
|
757.2
|
|
44.8
|
|
88.9
|
|
87.3
|
|
536.2
|
|
||||||||||
|
Operating lease payments
|
147.3
|
|
23.4
|
|
36.6
|
|
26.6
|
|
60.7
|
|
||||||||||
|
Purchase obligations
|
123.5
|
|
118.9
|
|
4.0
|
|
0.5
|
|
0.1
|
|
||||||||||
|
Pension and postretirement benefits
(c)
|
554.8
|
|
49.5
|
|
102.3
|
|
108.8
|
|
294.2
|
|
||||||||||
|
Other long-term liabilities reflected on Consolidated Balance Sheets
(d)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||||||
|
Total
|
$
|
2,540.9
|
|
$
|
243.5
|
|
$
|
247.3
|
|
$
|
538.7
|
|
$
|
1,511.4
|
|
|||||
(a) Debt includes scheduled principal payments only.
(b) Variable interest payments under our Syndicated Loan Facility were estimated using EURIBOR plus 3.5% as of December 31, 2018.
(c) Pension benefits are funded by the respective pension trusts. The postretirement benefit component of the obligation is approximately $2 million per year for which there is no
trust and will be directly funded by us. Pension benefits are included through 2028.
(d) As the timing of future cash outflows is uncertain, the following long-term liabilities (and related balances) are excluded from the above table: Long-term asbestos liability
(
$451.3 million
), long-term environmental liability ($22.3 million) and gross unrecognized tax benefits ($38.1 million) and related gross interest and penalties (
$7.2 million
).
Capital Structure
The following table sets forth our capitalization:
|
(in millions, except %) December 31,
|
2018
|
2017
|
||||||
|
Current maturities of long-term debt
|
$
|
6.9
|
|
$
|
249.4
|
|
||
|
Long-term debt
|
942.3
|
|
494.1
|
|
||||
|
Total debt
|
949.2
|
|
743.5
|
|
||||
|
Less cash and cash equivalents
|
343.4
|
|
706.2
|
|
||||
|
Net debt *
|
605.8
|
|
37.3
|
|
||||
|
Equity
|
1,527.1
|
|
1,348.5
|
|
||||
|
Net capitalization*
|
$
|
2,132.9
|
|
$
|
1,385.8
|
|
||
|
Net debt to equity*
|
39.7
|
%
|
2.8
|
%
|
||||
|
Net debt to net capitalization*
|
28.4
|
%
|
2.7
|
%
|
||||
|
*
|
Net debt, a non-GAAP measure, represents total debt less cash and cash equivalents. Net debt is comprised of components disclosed above which are presented on our Consolidated Balance Sheets. We report our financial results in accordance with U.S. generally accepted accounting principles (U.S. GAAP). However, management believes that certain non-GAAP financial measures, which include the presentation of net debt, provide useful information about our ability to satisfy our debt obligation with currently available funds. Management also uses these non-GAAP financial measures in making financial, operating, planning and compensation decisions and in evaluating our performance.
Non-GAAP financial measures, which may be inconsistent with similarly captioned measures presented by other companies, should be viewed in the context of the definitions of the elements of such measures we provide and in addition to, and not as a substitute for, our reported results prepared and presented in accordance with U.S. GAAP.
|
In 2018, equity increased
$178.6 million
as a result of net income attributable to common shareholders of
$335.5 million
and changes in stock option exercises of
$24.0 million
, partially offset by cash dividends of
$83.5 million
, share repurchases of
$50.1 million
, changes in currency translation adjustment of
$41.6 million
and changes in pension and post retirement plan assets and benefit obligations, net of tax of
$26.2 million
Off Balance Sheet Arrangements
We do not have any majority-owned subsidiaries that are not included in the consolidated financial statements, nor do we have any interests in or relationships with any special purpose off balance sheet financing entities.
Page 31
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
OUTLOOK
Overall
Our sales depend heavily on industries that are cyclical in nature or are subject to market conditions which may cause customer demand for our products to be volatile and unpredictable. Demand in these industries is affected by fluctuations in domestic and international economic conditions, as well as currency fluctuations, commodity costs, and a variety of other factors.
For 2019, we expect a total year-over-year sales decline of approximately 2%, driven by a slight core sales decline, and a 1% to 2% impact from unfavorable foreign exchange. We expect an improvement in operating profit, driven primarily by improved productivity and benefits from repositioning actions, and lower acquisition-related and integration charges and restructuring related costs.
Fluid Handling
In 2019, we expect Fluid Handling sales to increase in the low single-digit range compared to 2018, driven by mid single-digit core sales growth, largely offset by unfavorable foreign currency translation.
We expect Process Valves and Related Products sales to increase in the low single-digit range compared to 2018, driven by a mid single-digit core sales increase, partially offset by unfavorable foreign exchange. Excluding foreign exchange, we expect order rates in 2019 to improve compared to 2018 as our end markets continue to slowly recover.
We expect Commercial Valves sales to decrease in the low single-digit range compared to 2018, driven by a mid single-digit impact from unfavorable foreign exchange, partially offset by low single-digit core growth.
We expect Other Products sales to increase in the mid to high single-digit range compared to 2018 driven by growth in the U.S. military, municipal and non-residential construction markets.
For the segment, we expect an improvement in both operating profit and operating margin compared to 2018, driven by benefits from core sales growth, strong productivity, restructuring savings and lower restructuring and related costs.
Payment & Merchandising Technologies
We expect Payment & Merchandising Technologies sales to decline in the high single-digit range compared to 2018, driven by a mid to high single-digit decline in core sales, and a low single-digit impact from unfavorable foreign exchange.
At CPI, we expect core sales growth to be positive despite very challenging comparisons in the gaming and retail vertical markets, with growth across vending, financial services and transportation vertical markets. At CMS, we expect an improvement in core sales driven primarily by better demand from large bottler customers and full-line operators. At Crane Currency, we expect core sales to decline driven by substantially lower sales to one particular customer. We expect the segment’s operating profit and operating margin to increase compared to 2018, driven by substantially lower acquisition and restructuring costs, along with benefits from repositioning actions and productivity, partially offset by the impact of the lower volume.
Aerospace & Electronics
We expect Aerospace & Electronics core sales to increase in the mid single-digit range compared to 2018. For 2019, we expect that commercial market conditions will remain generally positive, and we expect continued sales growth from our commercial OEM business. We do expect a decline in our defense OEM business because of challenging comparisons from a large ground based radar program in 2018. We expect 2019 aftermarket sales to be approximately flat compared to last year after extremely strong shipments in 2018 and reflecting timing related to certain initial provisioning orders. We expect segment operating profit and operating margin in 2019 to increase compared to 2018 driven primarily by the impact of the higher volume, improved productivity, and benefits from repositioning actions, partially offset by unfavorable mix.
Engineered Materials
In 2019, we expect the Engineered Materials segment sales will be comparable to 2018. We expect a modest decline in sales to RV manufacturers, offset by higher sales to our building product customers. Segment operating profit and operating margin are expected to decline slightly compared to 2018.
Page 32
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
APPLICATION OF CRITICAL ACCOUNTING POLICIES
Our consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States. Our significant accounting policies are more fully described in Part II, Item 8 under Note 1, “Nature of Operations and Significant Accounting Policies” in the Notes to Consolidated Financial Statements. Certain accounting policies require us to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expense during the reporting period. On an ongoing basis, we evaluate our estimates and assumptions, and the effects of revisions are reflected in the financial statements in the period in which they are determined to be necessary. The accounting policies described below are those that most frequently require us to make estimates and judgments and, therefore, are critical to understanding our results of operations. We have discussed the development and selection of these accounting estimates and the related disclosures with the Audit Committee of our Board of Directors.
Revenue Recognition.
In accordance with Accounting Standards Codification (“ASC”) Topic 606 “Revenue from Contracts with Customers”, we recognize revenue when control of the promised goods or services in a contract transfers to the customer, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. We account for a contract when both parties have approved and committed to the terms, each party’s rights and payment obligations under the contract are identifiable, the contract has commercial substance, and it is probable that we will collect substantially all of the consideration.
We primarily generate revenue through the manufacture and sale of engineered industrial products. Each product within a contract generally represents a separate performance obligation, as we do not provide a significant service of integrating or installing the products, the products do not customize each other, and the products can function independently of each other. Control of products generally transfers to the customer at a point in time, as the customer does not control the products as they are manufactured. We exercise judgment and consider the timing of right to payment, transfer of risk and rewards, transfer of title, transfer of physical possession, and customer acceptance when determining when control transfers to the customer. As a result, revenue from the sale of products is generally recognized at a point in time - either upon shipment or delivery - based on the specific shipping terms in the contract.
When products are customized or products are sold directly to the U.S. government or indirectly to the U.S. government through subcontracts, revenue is recognized over time because control is transferred continuously to customers, as the contract progresses. We exercise judgment to determine whether the products have an alternative use to us. When an alternative use exists for these products and we are entitled to payment for performance completed to date which includes a reasonable profit margin, revenue is recognized over time. When a contract with the U.S. government or subcontract for the U.S. government contains clauses indicating that the U.S. government owns any work-in-progress as the contracted product is being built, revenue is recognized over time. The measure of progress applied by us is the cost-to-cost method as this provides the most faithful depiction of the pattern of transfer of control. Under this method, we measure progress by comparing costs incurred to date to the total estimated costs to provide the performance obligation. This method effectively reflects our progress toward completion, as this methodology includes any work-in-process amounts as part of the measure of progress. Costs incurred represent work performed, which corresponds with, and thereby depicts, the transfer of control to the customer. Total revenue recognized and cost estimates are updated on a monthly basis.
Income Taxes.
We account for income taxes in accordance with ASC Topic 740 “Income Taxes” (“ASC 740”), which requires an asset and liability approach for the financial accounting and reporting of income taxes. Under this method, deferred income taxes are recognized for the expected future tax consequences of differences between the tax bases of assets and liabilities and their reported amounts in the financial statements. These balances are measured using the enacted tax rates expected to apply in the year(s) in which these temporary differences are expected to reverse. The effect of a change in tax rates on deferred income taxes is recognized in income in the period when the change is enacted.
Based on consideration of all available evidence regarding their utilization, we record net deferred tax assets to the extent that it is more likely than not that they will be realized. Where, based on the weight of all available evidence, it is more likely than not that some amount of a deferred tax asset will not be realized, we establish a valuation allowance for the amount that, in our judgment, is sufficient to reduce the deferred tax asset to an amount that is more likely than not to be realized. The evidence we consider in reaching such conclusions includes, but is not limited to; (1) future reversals of existing taxable temporary differences, (2) future taxable income exclusive of reversing taxable temporary differences, (3) taxable income in prior carryback year(s) if carryback is permitted under the tax law, (4) cumulative losses in recent years, (5) a history of tax losses or credit carryforwards expiring unused, (6) a carryback or carryforward period that is so brief it limits realization of tax benefits, and (7) a strong earnings history exclusive of the loss that created the carryforward and support showing that the loss is an aberration rather than a continuing condition.
We account for unrecognized tax benefits in accordance with ASC 740, which prescribes a minimum probability threshold that a tax position must meet before a financial statement benefit is recognized. The minimum threshold is defined as a tax
Page 33
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
position that is more likely than not to be sustained upon examination by the applicable taxing authority, including resolution of any related appeals or litigation, based solely on the technical merits of the position. The tax benefit recognized is the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement.
We recognize interest and penalties related to unrecognized tax benefits within the income tax expense line of the Consolidated Statement of Operations, while accrued interest and penalties are included within the related tax liability line of our Consolidated Balance Sheets.
Goodwill and Other Intangible Assets.
As of
December 31, 2018
, we had
$1,403.7 million
of goodwill. Our business acquisitions typically result in the generation of goodwill and other intangible assets. We follow the provisions under ASC Topic 350, “Intangibles – Goodwill and Other” (“ASC 350”) as it relates to the accounting for goodwill in our consolidated financial statements. These provisions require that we, on at least an annual basis, evaluate the fair value of the reporting units to which goodwill is assigned and attributed and compare that fair value to the carrying value of the reporting unit to determine if impairment exists. Impairment testing takes place more often than annually if events or circumstances indicate a change in the impairment status. A reporting unit is an operating segment unless discrete financial information is prepared and reviewed by segment management for businesses one level below that operating segment (a “component”), in which case the component would be the reporting unit. As of
December 31, 2018
, we had
eight
reporting units.
When performing our annual impairment assessment, we compare the fair value of each of our reporting units to their respective carrying value. Goodwill is considered to be potentially impaired when the net book value of a reporting unit exceeds its estimated fair value. Fair values are established primarily by discounting estimated future cash flows at an estimated cost of capital which varies for each reporting unit and which, as of our most recent annual impairment assessment, ranged between
10.0%
and
13.0%
(a weighted average of
10.9%
), reflecting the respective inherent business risk of each of the reporting units tested. This methodology for valuing our reporting units (commonly referred to as the Income Method) has not changed from the prior year. The determination of discounted cash flows is based on the businesses’ strategic plans and long-range planning forecasts, which change from year to year. The revenue growth rates included in the forecasts represent our best estimates based on current and forecasted market conditions, and the profit margin assumptions are projected by each reporting unit based on the current cost structure and anticipated net cost increases/reductions. There are inherent uncertainties related to these assumptions, including changes in market conditions, and management’s judgment in applying them to the analysis of goodwill impairment. In addition to the foregoing, for each reporting unit, market multiples are used to corroborate our discounted cash flow results where fair value is estimated based on earnings before income taxes, depreciation, and amortization ("EBITDA") and revenue multiples determined by available public information of comparable businesses. While we believe we have made reasonable estimates and assumptions to calculate the fair value of our reporting units, it is possible a material change could occur. If actual results are not consistent with management’s estimates and assumptions, goodwill and other intangible assets may be overstated and a charge would need to be taken against net earnings. Furthermore, in order to evaluate the sensitivity of the fair value calculations on the goodwill impairment test, we applied a hypothetical, reasonably possible 10% decrease to the fair values of each reporting unit. The effects of this hypothetical 10% decrease would still result in a fair value calculation exceeding our carrying value for each of our reporting units. No impairment charges have been required during 2018, 2017 or 2016.
As of
December 31, 2018
, we had
$481.8 million
of net intangible assets, of which
$69.9 million
were intangibles with indefinite useful lives, consisting of trade names. Intangibles with indefinite useful lives are tested annually for impairment, or when events or changes in circumstances indicate the potential for impairment. If the carrying amount of an indefinite lived intangible asset exceeds its fair value, the intangible asset is written down to its fair value. Fair value is calculated using relief of royalty method. We amortize the cost of definite-lived intangibles over their estimated useful lives.
In addition to annual testing for impairment of indefinite-lived intangible assets, we review all of our definite-lived intangible assets for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Examples of events or changes in circumstances could include, but are not limited to, a prolonged economic downturn, current period operating or cash flow losses combined with a history of losses or a forecast of continuing losses associated with the use of an asset or asset group, or a current expectation that an asset or asset group will be sold or disposed of before the end of its previously estimated useful life. Recoverability is based upon projections of anticipated future undiscounted cash flows associated with the use and eventual disposal of the definite-lived intangible asset (or asset group), as well as specific appraisal in certain instances. Reviews occur at the lowest level for which identifiable cash flows are largely independent of cash flows associated with other long-lived assets or asset groups and include estimated future revenues, gross profit margins, operating profit margins and capital expenditures which are based on the businesses’ strategic plans and long-range planning forecasts, which change from year to year. The revenue growth rates included in the forecasts represent our best estimates based on current and forecasted market conditions, and the profit margin assumptions are based on the current cost structure and anticipated net cost increases/reductions. There are inherent uncertainties related to these assumptions, including changes in market conditions, and management’s judgment in applying them to the analysis. If the future undiscounted cash
Page 34
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
flows are less than the carrying value, then the definite-lived intangible asset is considered impaired and a charge would be taken against net earnings based on the amount by which the carrying amount exceeds the estimated fair value. Judgments which impact these assessments relate to the expected useful lives of definite-lived assets and our ability to realize any undiscounted cash flows in excess of the carrying amounts of such assets, and are affected primarily by changes in the expected use of the assets, changes in technology or development of alternative assets, changes in economic conditions, changes in operating performance and changes in expected future cash flows. Since judgment is involved in determining the recoverable amount of definite-lived intangible assets, there is risk that the carrying value of our definite-lived intangible assets may require adjustment in future periods. Historical results to date have generally approximated expected cash flows for the identifiable cash flow generating level. We believe there have been no events or circumstances which would more likely than not reduce the fair value of our indefinite-lived or definite-lived intangible assets below their carrying value.
Asbestos Liability and Related Insurance Coverage and Receivable.
As of December 31, 2018, we had an aggregate asbestos
liability of $517 million for pending claims and future claims projected to be filed against us through 2059. Estimation of our 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 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 covering 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. These 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, we continue to monitor these trend factors over time and periodically assesses whether an alternative forecast period is appropriate.
Effective as of December 31, 2016, we extended our estimate of the asbestos liability, including the 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 generally accepted end point of such claims in 2059. Our previous estimate was for asbestos claims filed or projected to be filed through 2021. 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 $227 million (an aggregate asbestos liability of $696 million) as of December 31, 2016.
Management has made its best estimate of the costs through 2059. Through December 31, 2018, 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 December 31, 2018.
In conjunction with developing the aggregate liability estimate referenced above, we also developed an estimate of probable insurance recoveries for our asbestos liabilities. As of December 31, 2016, we had an aggregate asbestos insurance receivable of $143 million. In developing this estimate, we considered our coverage-in-place and other settlement agreements, as well as 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
Page 35
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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. The insurance receivable was $91 million as of December 31, 2018.
Environmental.
For environmental matters, we record a liability for estimated remediation costs when it is probable that we will be responsible for such costs and they can be reasonably estimated. Generally, third party specialists assist in the estimation of remediation costs. The environmental remediation liability as of December 31, 2018 is substantially all for the Goodyear Site. Estimates of our environmental liabilities at the Goodyear Site are based on currently available facts, present laws and regulations and current technology available for remediation, and are recorded on an undiscounted basis. These estimates consider our prior experience in the Goodyear Site investigation and remediation, as well as available data from, and in consultation with, our environmental specialists. Estimates at the Goodyear Site are subject to significant uncertainties caused primarily by the dynamic nature of the Goodyear Site conditions, the range of remediation alternatives available, together with the corresponding estimates of cleanup methodology and costs, as well as ongoing, required regulatory approvals, primarily from the EPA. During the third quarter of 2014, the EPA issued a Record of Decision amendment requiring, among other things, additional source area remediation resulting in us recording a charge of $49 million, extending the accrued costs through 2022. As of December 31, 2018, the total estimated gross liability for the Goodyear Site was
$33.1 million
.
On July 31, 2006, we entered into a consent decree with the U.S. Department of Justice on behalf of the Department of Defense and the Department of Energy pursuant to which, among other things, the U.S. Government reimburses us for 21% of qualifying costs of investigation and remediation activities at the Goodyear Site.
Pension Plans.
In the U.S., we sponsor a defined benefit pension plan that covers approximately
20%
of all U.S. employees. The benefits are based on years of service and compensation on a final average pay basis, except for certain hourly employees where benefits are fixed per year of service. This plan is funded with a trustee in respect to past and current service. Charges to expense are based upon costs computed by an independent actuary. Contributions are intended to provide for future benefits earned to date. A number of our non-U.S. subsidiaries sponsor defined benefit pension plans that cover approximately
9%
of all non-U.S. employees. The benefits are typically based upon years of service and compensation. These plans are generally funded with trustees in respect to past and current service.
The expected return on plan assets component of net periodic benefit cost is determined by applying the assumed expected return on plan assets to the fair value of plan assets. For one of the U.K. pension plans, a market-related value of assets is used in lieu of the fair value of plan assets for this purpose. The net actuarial loss (gain) is amortized to the extent that it exceeds 10% of the greater of the fair value of plan assets and the projected benefit obligation. The amortization period is the average life expectancy of plan participants for most plans. The amortization period for plans with a significant number of active participants accruing benefits is the average future working lifetime of plan participants. The prior service cost (credit) is amortized over the average future working lifetime of plan participants whose prior service benefits were changed.
The net periodic pension benefit was
$15.3 million
, $8.2 million and $8.9 million in 2018, 2017 and 2016, respectively. The net periodic pension benefit was $7.1 million higher in 2018 compared to 2017, driven by higher expected return on plan assets for both U.S. and non U.S. plans. Employer cash contributions were
$57.5 million
, $12.7 million and $8.3 million in 2018, 2017 and 2016, respectively. Employer cash contributions in 2018 included $28 million of discretionary contributions.
Holding all other factors constant, a decrease in the expected long-term rate of return of plan assets by 0.25 percentage points would have increased 2018 pension expense by $1.0 million for U.S. pension plans and $1.2 million for non-U.S. pension plans. Also, holding all other factors constant, a decrease in the discount rate used to determine net periodic pension cost by 0.25 percentage points would have increased 2018 pension expense by $0.1 million for U.S. pension plans and $0.6 million for non-U.S. pension plans.
Page 36
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The weighted average assumptions used to determine benefit obligations and net periodic benefit cost are as follows:
|
|
Pension Benefits
|
||||||||
|
For the year ended December 31,
|
2018
|
2017
|
2016
|
||||||
|
Benefit Obligations
|
|||||||||
|
U.S. Plans:
|
|||||||||
|
Discount rate
|
4.36
|
%
|
3.75
|
%
|
4.29
|
%
|
|||
|
Rate of compensation increase
|
N/A
|
|
N/A
|
|
N/A
|
|
|||
|
Non-U.S. Plans:
|
|||||||||
|
Discount rate
|
2.42
|
%
|
2.15
|
%
|
2.29
|
%
|
|||
|
Rate of compensation increase
|
3.06
|
%
|
2.80
|
%
|
2.85
|
%
|
|||
|
Net Periodic Benefit Cost
|
|||||||||
|
U.S. Plans:
|
|||||||||
|
Discount rate
|
3.75
|
%
|
4.29
|
%
|
4.41
|
%
|
|||
|
Expected rate of return on plan assets
|
7.75
|
%
|
7.75
|
%
|
7.75
|
%
|
|||
|
Rate of compensation increase
|
N/A
|
|
N/A
|
|
N/A
|
|
|||
|
Non-U.S. Plans:
|
|||||||||
|
Discount rate
|
2.15
|
%
|
2.29
|
%
|
3.30
|
%
|
|||
|
Expected rate of return on plan assets
|
6.49
|
%
|
6.45
|
%
|
6.77
|
%
|
|||
|
Rate of compensation increase
|
2.80
|
%
|
2.85
|
%
|
2.81
|
%
|
|||
The long-term expected rate of return on plan assets assumptions were determined with input from independent investment consultants and plan actuaries, utilizing asset pricing models and considering historic returns. The discount rates we used for valuing pension liabilities are based on a review of high quality corporate bond yields with maturities approximating the remaining life of the projected benefit obligation.
Recent Accounting Pronouncements
Information regarding new accounting pronouncements is included in Part II, Item 8 under Note 1 to the Consolidated Financial Statements.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
Our cash flows and earnings are subject to fluctuations from changes in interest rates and foreign currency exchange rates. We manage our exposures to these market risks through internally established policies and procedures and, when deemed appropriate, through the use of interest-rate swap agreements and forward exchange contracts. We do not enter into derivatives or other financial instruments for trading or speculative purposes.
Total debt outstanding was
$949.2 million
as of
December 31, 2018
, which was at fixed rates of interest ranging from 4.20% to 6.55%.
The following is an analysis of the potential changes in interest rates and currency exchange rates based upon sensitivity analysis that models effects of shifts in rates. These are not forecasts.
|
•
|
Our year-end portfolio is comprised of fixed-rate debt; therefore, the effect of a market change in interest rates would not be significant.
|
|
•
|
Based on a sensitivity analysis as of December 31, 2018, a 10% change in the foreign currency exchange rates for the year ended December 31, 2018 would have impacted our net earnings by approximately $11.8 million, due primarily to the British pound, Canadian dollar, Swedish krona and Euro. This calculation assumes that all currencies change in the same direction and proportion relative to the U.S. dollar and there are no indirect effects, such as changes in non-U.S. dollar sales volumes or prices.
|
Page 37
Item 8. Financial Statements and Supplementary Data
MANAGEMENT’S RESPONSIBILITY
FOR FINANCIAL REPORTING
The accompanying consolidated financial statements of Crane Co. and subsidiaries have been prepared by management in conformity with accounting principles generally accepted in the United States of America and, in the judgment of management, present fairly and consistently the Company’s financial position and results of operations and cash flows. These statements by necessity include amounts that are based on management’s best estimates and judgments and give due consideration to materiality.
Management is responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s internal control system was designed to provide reasonable assurance to the Company’s management and board of directors regarding the preparation and fair presentation of published financial statements.
All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.
Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2018. In making its assessment, management has utilized the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in its Internal Control—Integrated Framework, released in 2013. Based on our assessment we believe that, as of December 31, 2018, the Company’s internal control over financial reporting is effective based on those criteria.
Deloitte & Touche LLP, the independent registered public accounting firm that also audited the Company’s consolidated financial statements included in this Annual Report on Form 10-K, audited the internal control over financial reporting as of December 31, 2018, and issued their related attestation report which is included herein.
/s/ Max H. Mitchell
Max H. Mitchell
President and Chief Executive Officer
(Principal Executive Officer)
/s/ Richard A. Maue
Richard A. Maue
Senior Vice President and Chief Financial Officer
(Principal Financial Officer)
The Section 302 certifications of the Company’s Chief Executive Officer and its Principal Financial Officer have been filed as Exhibit 31 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018.
Page 38
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the shareholders and the Board of Directors of Crane Co.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Crane Co. and subsidiaries (the "Company") as of December 31, 2018 and 2017, the related consolidated statements of operations, comprehensive income (loss), cash flows, and changes in equity, for each of the three years in the period ended December 31, 2018, and the related notes and the schedules listed in the Index at Item 8 (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2018 and 2017, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2018, in conformity with accounting principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2018, based on criteria established in
Internal Control - Integrated Framework (2013)
issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 25, 2019, expressed an unqualified opinion on the Company's internal control over financial reporting.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ Deloitte & Touche LLP
Stamford, CT
February 25, 2019
We have served as the Company's auditor since 1979.
Page 39
CONSOLIDATED STATEMENTS OF OPERATIONS
|
For the year ended December 31,
|
|||||||||||
|
(in millions, except per share data)
|
2018
|
2017
|
2016
|
||||||||
|
Net sales
|
$
|
3,345.5
|
|
$
|
2,786.0
|
|
$
|
2,748.0
|
|
||
|
Operating costs and expenses:
|
|||||||||||
|
Cost of sales
|
2,156.2
|
|
1,770.9
|
|
1,758.3
|
|
|||||
|
Selling, general and administrative
|
721.0
|
|
605.9
|
|
610.6
|
|
|||||
|
Asbestos provision
|
—
|
|
—
|
|
192.4
|
|
|||||
|
Restructuring charges
|
7.2
|
|
13.0
|
|
—
|
|
|||||
|
Acquisition-related and integration charges
|
19.8
|
|
7.8
|
|
—
|
|
|||||
|
|
2,904.2
|
|
2,397.6
|
|
2,561.3
|
|
|||||
|
Operating profit
|
441.3
|
|
388.4
|
|
186.7
|
|
|||||
|
Other income (expense):
|
|||||||||||
|
Interest income
|
2.3
|
|
2.5
|
|
1.9
|
|
|||||
|
Interest expense
|
(50.9
|
)
|
(36.1
|
)
|
(36.5
|
)
|
|||||
|
Miscellaneous income, net
|
18.7
|
|
12.7
|
|
12.0
|
|
|||||
|
|
(29.9
|
)
|
(20.9
|
)
|
(22.6
|
)
|
|||||
|
Income before income taxes
|
411.4
|
|
367.5
|
|
164.1
|
|
|||||
|
Provision for income taxes
|
75.9
|
|
195.0
|
|
40.3
|
|
|||||
|
Net income before allocation to noncontrolling interests
|
335.5
|
|
172.5
|
|
123.8
|
|
|||||
|
Less: Noncontrolling interest in subsidiaries’ (loss) earnings
|
(0.1
|
)
|
0.7
|
|
1.0
|
|
|||||
|
Net income attributable to common shareholders
|
$
|
335.6
|
|
$
|
171.8
|
|
$
|
122.8
|
|
||
|
Basic earnings per share
|
$
|
5.63
|
|
$
|
2.89
|
|
$
|
2.10
|
|
||
|
Weighted average basic shares outstanding
|
59.6
|
|
59.4
|
|
58.5
|
|
|||||
|
Diluted earnings per share
|
$
|
5.50
|
|
$
|
2.84
|
|
$
|
2.07
|
|
||
|
Weighted average diluted shares outstanding
|
61.0
|
|
60.4
|
|
59.3
|
|
|||||
See Notes to Consolidated Financial Statements
Page 40
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
|
For the year ended December 31,
|
||||||||||||
|
(in millions)
|
2018
|
2017
|
2016
|
|||||||||
|
Net income before allocation to noncontrolling interests
|
$
|
335.5
|
|
$
|
172.5
|
|
$
|
123.8
|
|
|||
|
Other comprehensive (loss) income, net of tax
|
||||||||||||
|
Currency translation adjustment
|
(41.6
|
)
|
86.9
|
|
(64.7
|
)
|
||||||
|
Changes in pension and postretirement plan assets and benefit obligation, net of tax
|
(26.2
|
)
|
9.2
|
|
(35.2
|
)
|
||||||
|
Other comprehensive (loss) income, net of tax
|
(67.8
|
)
|
96.1
|
|
(99.9
|
)
|
||||||
|
Comprehensive income before allocation to noncontrolling interests
|
267.7
|
|
268.6
|
|
23.9
|
|
||||||
|
Less: Noncontrolling interests in comprehensive income
|
(0.3
|
)
|
0.7
|
|
1.0
|
|
||||||
|
Comprehensive income attributable to common shareholders
|
$
|
268.0
|
|
$
|
267.9
|
|
$
|
22.9
|
|
|||
See Notes to Consolidated Financial Statements
Page 41
CONSOLIDATED BALANCE SHEETS
|
|
Balance as of December 31,
|
|||||||
|
(in millions, except shares and per share data)
|
2018
|
2017
|
||||||
|
Assets
|
||||||||
|
Current assets:
|
||||||||
|
Cash and cash equivalents
|
$
|
343.4
|
|
$
|
706.2
|
|
||
|
Current insurance receivable — asbestos
|
16.0
|
|
25.0
|
|
||||
|
Accounts receivable, net
|
515.8
|
|
418.4
|
|
||||
|
Inventories
|
411.5
|
|
349.3
|
|
||||
|
Other current assets
|
76.2
|
|
19.6
|
|
||||
|
Total current assets
|
1,362.9
|
|
1,518.5
|
|
||||
|
Property, plant and equipment, net
|
599.1
|
|
282.4
|
|
||||
|
Insurance receivable — asbestos
|
75.0
|
|
90.1
|
|
||||
|
Long-term deferred tax assets
|
18.8
|
|
104.2
|
|
||||
|
Other assets
|
101.4
|
|
114.6
|
|
||||
|
Intangible assets, net
|
481.8
|
|
276.8
|
|
||||
|
Goodwill
|
1,403.7
|
|
1,206.9
|
|
||||
|
Total assets
|
4,042.7
|
|
$
|
3,593.5
|
|
|||
|
Liabilities and equity
|
||||||||
|
Current liabilities:
|
||||||||
|
Current maturities of long-term debt
|
$
|
6.9
|
|
$
|
249.4
|
|
||
|
Accounts payable
|
329.2
|
|
247.4
|
|
||||
|
Current asbestos liability
|
66.0
|
|
85.0
|
|
||||
|
Accrued liabilities
|
337.1
|
|
252.1
|
|
||||
|
U.S. and foreign taxes on income
|
1.0
|
|
3.6
|
|
||||
|
Total current liabilities
|
740.2
|
|
837.5
|
|
||||
|
Long-term debt
|
942.3
|
|
494.1
|
|
||||
|
Accrued pension and postretirement benefits
|
244.0
|
|
240.5
|
|
||||
|
Long-term deferred tax liability
|
53.2
|
|
44.9
|
|
||||
|
Long-term asbestos liability
|
451.3
|
|
520.3
|
|
||||
|
Other liabilities
|
84.6
|
|
107.7
|
|
||||
|
Commitments and contingencies (Note 11)
|
|
|
||||||
|
Equity:
|
||||||||
|
Preferred shares, par value $.01; 5,000,000 shares authorized
|
—
|
|
—
|
|
||||
|
Common shares, par value $1.00; 200,000,000 shares authorized; 72,426,139 shares issued; 59,508,401 shares outstanding (59,411,636 in 2017)
|
72.4
|
|
72.4
|
|
||||
|
Capital surplus
|
303.5
|
|
291.7
|
|
||||
|
Retained earnings
|
2,072.1
|
|
1,813.3
|
|
||||
|
Accumulated other comprehensive loss
|
(447.6
|
)
|
(380.1
|
)
|
||||
|
Treasury stock; 12,917,713 treasury shares (13,014,503 in 2017)
|
(476.2
|
)
|
(452.1
|
)
|
||||
|
Total shareholders’ equity
|
1,524.2
|
|
1,345.2
|
|
||||
|
Noncontrolling interest
|
2.9
|
|
3.3
|
|
||||
|
Total equity
|
1,527.1
|
|
1,348.5
|
|
||||
|
Total liabilities and equity
|
$
|
4,042.7
|
|
$
|
3,593.5
|
|
||
Page 42
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
For year ended December 31,
|
|||||||||||
|
(in millions)
|
2018
|
2017
|
2016
|
||||||||
|
Operating activities:
|
|||||||||||
|
Net income attributable to common shareholders
|
$
|
335.6
|
|
$
|
171.8
|
|
$
|
122.8
|
|
||
|
Noncontrolling interest in subsidiaries' (loss) earnings
|
(0.1
|
)
|
0.7
|
|
1.0
|
|
|||||
|
Net income before allocations to noncontrolling interests
|
335.5
|
|
172.5
|
|
123.8
|
|
|||||
|
Asbestos provision
|
—
|
|
—
|
|
192.4
|
|
|||||
|
Loss (gain) on deconsolidation of joint venture
|
1.7
|
|
(1.0
|
)
|
—
|
|
|||||
|
Gain on sale of property related to facility consolidation
|
—
|
|
(11.1
|
)
|
—
|
|
|||||
|
Depreciation and amortization
|
120.0
|
|
72.7
|
|
67.4
|
|
|||||
|
Stock-based compensation expense
|
21.6
|
|
21.8
|
|
21.7
|
|
|||||
|
Defined benefit plans and postretirement credit
|
(15.0
|
)
|
(8.5
|
)
|
(9.1
|
)
|
|||||
|
Deferred income taxes
|
47.7
|
|
102.3
|
|
(25.1
|
)
|
|||||
|
Cash provided by operating working capital
|
16.3
|
|
54.0
|
|
27.0
|
|
|||||
|
Defined benefit plans and postretirement contributions
|
(59.8
|
)
|
(13.2
|
)
|
(8.8
|
)
|
|||||
|
Environmental payments, net of reimbursements
|
(6.3
|
)
|
(6.3
|
)
|
(11.6
|
)
|
|||||
|
Payments for asbestos-related fees and costs, net of insurance recoveries
|
(63.9
|
)
|
(62.5
|
)
|
(56.0
|
)
|
|||||
|
Other
|
16.0
|
|
(3.2
|
)
|
(3.6
|
)
|
|||||
|
Total provided by operating activities
|
413.8
|
|
317.5
|
|
318.1
|
|
|||||
|
Investing activities:
|
|||||||||||
|
Capital expenditures
|
(108.8
|
)
|
(49.0
|
)
|
(51.5
|
)
|
|||||
|
Proceeds from disposition of capital assets
|
1.9
|
|
22.3
|
|
0.9
|
|
|||||
|
Impact of deconsolidation of joint ventures
|
2.6
|
|
(5.2
|
)
|
—
|
|
|||||
|
Payments for acquisitions, net of cash acquired
|
(648.0
|
)
|
(54.8
|
)
|
—
|
|
|||||
|
Total used for investing activities
|
(752.3
|
)
|
(86.7
|
)
|
(50.6
|
)
|
|||||
|
Financing activities:
|
|||||||||||
|
Dividends paid
|
(83.5
|
)
|
(78.4
|
)
|
(77.2
|
)
|
|||||
|
Reacquisition of shares on open market
|
(50.1
|
)
|
(25.0
|
)
|
—
|
|
|||||
|
Stock options exercised, net of shares reacquired
|
16.1
|
|
25.2
|
|
26.4
|
|
|||||
|
Debt issuance costs
|
(5.4
|
)
|
(2.6
|
)
|
—
|
|
|||||
|
Repayment of long-term debt
|
(452.2
|
)
|
—
|
|
—
|
|
|||||
|
Repayment of short-term debt
|
(100.0
|
)
|
—
|
|
—
|
|
|||||
|
Repayment of commercial paper
|
—
|
|
—
|
|
(49.6
|
)
|
|||||
|
Proceeds from issuance of long-term debt
|
567.2
|
|
—
|
|
—
|
|
|||||
|
Proceeds from issuance of short-term debt
|
100.0
|
|
—
|
|
—
|
|
|||||
|
Total used for financing activities
|
(7.9
|
)
|
(80.8
|
)
|
(100.4
|
)
|
|||||
|
Effect of exchange rates on cash and cash equivalents
|
(16.4
|
)
|
46.5
|
|
(20.9
|
)
|
|||||
|
(Decrease) increase in cash and cash equivalents
|
(362.8
|
)
|
196.5
|
|
146.2
|
|
|||||
|
Cash and cash equivalents at beginning of period
|
706.2
|
|
509.7
|
|
363.5
|
|
|||||
|
Cash and cash equivalents at end of period
|
$
|
343.4
|
|
$
|
706.2
|
|
$
|
509.7
|
|
||
|
Detail of cash provided by (used for) operating working capital:
|
|||||||||||
|
Accounts receivable
|
$
|
4.8
|
|
$
|
(10.1
|
)
|
$
|
(6.2
|
)
|
||
|
Inventories
|
(38.8
|
)
|
6.4
|
|
24.9
|
|
|||||
|
Other current assets
|
(11.4
|
)
|
0.8
|
|
(2.4
|
)
|
|||||
|
Accounts payable
|
37.0
|
|
17.5
|
|
5.5
|
|
|||||
|
Accrued liabilities
|
40.9
|
|
30.8
|
|
9.6
|
|
|||||
|
U.S. and foreign taxes on income
|
(16.2
|
)
|
8.6
|
|
(4.4
|
)
|
|||||
|
Total
|
$
|
16.3
|
|
$
|
54.0
|
|
$
|
27.0
|
|
||
|
Supplemental disclosure of cash flow information:
|
|||||||||||
|
Interest paid
|
$
|
47.5
|
|
$
|
36.0
|
|
$
|
36.8
|
|
||
|
Income taxes paid
|
$
|
58.4
|
|
$
|
84.1
|
|
$
|
69.8
|
|
||
Page 43
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
|
(in millions, except share data)
|
Common
Shares Issued at Par Value |
Capital
Surplus |
Retained
Earnings |
Accumulated
Other Comprehensive Loss |
Treasury
Stock |
Total
Shareholders’ Equity |
Noncontrolling
Interest |
Total
Equity |
||||||||||||||||||||||
|
BALANCE DECEMBER 31, 2015
|
72.4
|
|
$
|
263.6
|
|
$
|
1,674.3
|
|
$
|
(376.7
|
)
|
$
|
(494.2
|
)
|
$
|
1,139.4
|
|
$
|
11.4
|
|
$
|
1,150.8
|
|
|||||||
|
Net income
|
—
|
|
—
|
|
122.8
|
|
—
|
|
—
|
|
122.8
|
|
1.0
|
|
123.8
|
|
||||||||||||||
|
Cash dividends ($1.32 per share)
|
—
|
|
—
|
|
(77.2
|
)
|
—
|
|
—
|
|
(77.2
|
)
|
—
|
|
(77.2
|
)
|
||||||||||||||
|
Exercise of stock options, net of shares reacquired, 681,173
|
—
|
|
—
|
|
—
|
|
—
|
|
30.4
|
|
30.4
|
|
—
|
|
30.4
|
|
||||||||||||||
|
Stock option amortization
|
—
|
|
6.3
|
|
—
|
|
—
|
|
—
|
|
6.3
|
|
—
|
|
6.3
|
|
||||||||||||||
|
Restricted stock, net
|
—
|
|
7.0
|
|
—
|
|
—
|
|
4.5
|
|
11.5
|
|
—
|
|
11.5
|
|
||||||||||||||
|
Changes in pension and postretirement plan assets and benefit obligation, net of tax
|
—
|
|
—
|
|
—
|
|
(35.2
|
)
|
—
|
|
(35.2
|
)
|
—
|
|
(35.2
|
)
|
||||||||||||||
|
Currency translation adjustment
|
—
|
|
—
|
|
—
|
|
(64.2
|
)
|
—
|
|
(64.2
|
)
|
(0.5
|
)
|
(64.7
|
)
|
||||||||||||||
|
BALANCE DECEMBER 31, 2016
|
72.4
|
|
$
|
276.9
|
|
$
|
1,719.9
|
|
$
|
(476.1
|
)
|
$
|
(459.3
|
)
|
$
|
1,133.8
|
|
$
|
11.9
|
|
$
|
1,145.7
|
|
|||||||
|
Net income
|
—
|
|
—
|
|
171.8
|
|
—
|
|
—
|
|
171.8
|
|
0.7
|
|
172.5
|
|
||||||||||||||
|
Cash dividends ($1.32 per share)
|
—
|
|
—
|
|
(78.4
|
)
|
—
|
|
—
|
|
(78.4
|
)
|
—
|
|
(78.4
|
)
|
||||||||||||||
|
Reacquisition on open market 331,632 shares
|
—
|
|
—
|
|
—
|
|
—
|
|
(25.0
|
)
|
(25.0
|
)
|
—
|
|
(25.0
|
)
|
||||||||||||||
|
Exercise of stock options, net of shares reacquired, 620,927
|
—
|
|
—
|
|
—
|
|
—
|
|
30.6
|
|
30.6
|
|
—
|
|
30.6
|
|
||||||||||||||
|
Stock option amortization
|
—
|
|
6.1
|
|
—
|
|
—
|
|
—
|
|
6.1
|
|
—
|
|
6.1
|
|
||||||||||||||
|
Restricted stock, net
|
—
|
|
8.7
|
|
—
|
|
—
|
|
1.6
|
|
10.3
|
|
—
|
|
10.3
|
|
||||||||||||||
|
Deconsolidation of a joint venture
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(9.4
|
)
|
(9.4
|
)
|
||||||||||||||
|
Changes in pension and postretirement plan assets and benefit obligation, net of tax
|
—
|
|
—
|
|
—
|
|
9.2
|
|
—
|
|
9.2
|
|
—
|
|
9.2
|
|
||||||||||||||
|
Currency translation adjustment
|
—
|
|
—
|
|
—
|
|
86.8
|
|
—
|
|
86.8
|
|
0.1
|
|
86.9
|
|
||||||||||||||
|
BALANCE DECEMBER 31, 2017
|
72.4
|
|
$
|
291.7
|
|
$
|
1,813.3
|
|
$
|
(380.1
|
)
|
$
|
(452.1
|
)
|
$
|
1,345.2
|
|
$
|
3.3
|
|
$
|
1,348.5
|
|
|||||||
|
Net income
|
—
|
|
—
|
|
335.6
|
|
—
|
|
—
|
|
335.6
|
|
(0.1
|
)
|
335.5
|
|
||||||||||||||
|
Cash dividends ($1.40 per share)
|
—
|
|
—
|
|
(83.5
|
)
|
—
|
|
—
|
|
(83.5
|
)
|
—
|
|
(83.5
|
)
|
||||||||||||||
|
Reacquisition on open market 582,066 shares
|
—
|
|
—
|
|
—
|
|
—
|
|
(50.1
|
)
|
(50.1
|
)
|
—
|
|
(50.1
|
)
|
||||||||||||||
|
Cumulative effect of adoption of ASC 606
|
—
|
|
—
|
|
6.7
|
|
—
|
|
—
|
|
6.7
|
|
—
|
|
6.7
|
|
||||||||||||||
|
Exercise of stock options, net of shares reacquired 449,948
|
—
|
|
—
|
|
—
|
|
—
|
|
24.0
|
|
24.0
|
|
—
|
|
24.0
|
|
||||||||||||||
|
Stock option amortization
|
—
|
|
5.9
|
|
—
|
|
—
|
|
—
|
|
5.9
|
|
—
|
|
5.9
|
|
||||||||||||||
|
Restricted stock, net
|
—
|
|
5.9
|
|
—
|
|
—
|
|
2.0
|
|
7.9
|
|
—
|
|
7.9
|
|
||||||||||||||
|
Changes in pension and postretirement plan assets and benefit obligation, net of tax
|
—
|
|
—
|
|
—
|
|
(26.2
|
)
|
—
|
|
(26.2
|
)
|
—
|
|
(26.2
|
)
|
||||||||||||||
|
Currency translation adjustment
|
—
|
|
—
|
|
—
|
|
(41.3
|
)
|
—
|
|
(41.3
|
)
|
(0.3
|
)
|
(41.6
|
)
|
||||||||||||||
|
BALANCE DECEMBER 31, 2018
|
72.4
|
|
$
|
303.5
|
|
$
|
2,072.1
|
|
$
|
(447.6
|
)
|
$
|
(476.2
|
)
|
$
|
1,524.2
|
|
$
|
2.9
|
|
$
|
1,527.1
|
|
|||||||
See Notes to Consolidated Financial Statements
Page 44
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1 – Nature of Operations and Significant Accounting Policies
Nature of Operations
We are a diversified manufacturer of highly engineered industrial products comprised of
four
reporting segments: Fluid Handling, Payment & Merchandising Technologies, Aerospace & Electronics and Engineered Materials. The primary markets are chemicals, oil & gas, power, non-residential construction, automated payment solutions, banknote design and production and aerospace & defense, along with a wide range of general industrial and certain consumer related end markets.
See Note 3, “Segment Information” for the relative size of these segments in relation to the total company (both net sales and total assets).
Due to rounding, numbers presented throughout this report may not add up precisely to totals we provide, and percentages may not precisely reflect the absolute figures.
Significant Accounting Policies
Accounting Principles.
Our consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The consolidated financial statements include the accounts of Crane Co. and our subsidiaries. All intercompany balances and transactions have been eliminated upon consolidation. As used in these notes, the terms "we," "us," "our," "Crane" and the "Company" mean Crane Co. and our subsidiaries unless the context specifically states or implies otherwise.
Use of Estimates.
These accounting principles require management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expense during the reporting period. Actual results may differ from those estimated. Estimates and assumptions are reviewed periodically, and the effects of revisions are reflected in the financial statements in the period in which they are determined to be necessary. Estimates are used when accounting for such items as asset valuations, allowance for doubtful accounts, depreciation and amortization, impairment assessments, reserve for excess and obsolete inventory, reserve for warranty provision, restructuring provisions, employee benefits, taxes, asbestos liability and related insurance receivable, environmental liability and contingencies.
Currency Translation.
Assets and liabilities of subsidiaries that prepare financial statements in currencies other than the U.S. dollar are translated at the rate of exchange in effect on the balance sheet date; results of operations are translated at the monthly average rates of exchange prevailing during the year. The related translation adjustments are included in accumulated other comprehensive income (loss) in a separate component of equity.
Revenue Recognition.
In accordance with Accounting Standards Codification (“ASC”) Topic 606 “Revenue from Contracts with Customers”, we recognize revenue when control of the promised goods or services in a contract transfers to the customer, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. We account for a contract when both parties have approved and committed to the terms, each party’s rights and payment obligations under the contract are identifiable, the contract has commercial substance, and it is probable that we will collect substantially all of the consideration. When shipping and handling activities are performed after the customer obtains control of product, we elect to account for shipping and handling as activities to fulfill the promise to transfer the product. In determining the transaction price of a contract, we exercise judgment to determine the total transaction price when it includes estimates of variable consideration, such as rebates and milestone payments. We generally estimate variable consideration using the expected value method and consider all available information (historical, current, and forecasted) in estimating these amounts. Variable consideration is only included in the transaction price to the extent that it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. We elect to exclude from the transaction price all taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction and collected by us from a customer.
We primarily generate revenue through the manufacture and sale of engineered industrial products. Each product within a contract generally represents a separate performance obligation, as we do not provide a significant service of integrating or installing the products, the products do not customize each other, and the products can function independently of each other. Control of products generally transfers to the customer at a point in time, as the customer does not control the products as they are manufactured. We exercise judgment and consider the timing of right to payment, transfer of risk and rewards, transfer of title, transfer of physical possession, and customer acceptance when determining when control transfers to the customer. As a result, revenue from the sale of products is generally recognized at a point in time - either upon shipment or delivery - based on the specific shipping terms in the contract.
Page 45
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
When products are customized or products are sold directly to the U.S. government or indirectly to the U.S. government through subcontracts, revenue is recognized over time because control is transferred continuously to customers, as the contract progresses. We exercise judgment to determine whether the products have an alternative use to us. When an alternative use does not exist for these products and we are entitled to payment for performance completed to date which includes a reasonable profit margin, revenue is recognized over time. When a contract with the U.S. government or subcontract for the U.S. government contains clauses indicating that the U.S. government owns any work-in-progress as the contracted product is being built, revenue is recognized over time. The measure of progress applied by us is the cost-to-cost method as this provides the most faithful depiction of the pattern of transfer of control. Under this method, we measure progress by comparing costs incurred to date to the total estimated costs to provide the performance obligation. This method effectively reflects our progress toward completion, as this methodology includes any work-in-process amounts as part of the measure of progress. Costs incurred represent work performed, which corresponds with, and thereby depicts, the transfer of control to the customer. Total revenue recognized and cost estimates are updated on a monthly basis.
When there are multiple performance obligations in a single contract, the total transaction price is allocated to each performance obligation based on their relative standalone selling prices. We maximize the use of observable data inputs and consider all information (including market conditions, segment-specific factors, and information about the customer or class of customer) that is reasonably available. The standalone selling price for our products and services is generally determined using an observable list price, which differs by class of customer.
The transaction price allocated to remaining performance obligations represents the transaction price of firm orders which have not yet been fulfilled, which we also refer to as total backlog. As of December 31, 2018, backlog was
$1,073 million
. We expect to recognize approximately
93%
of our remaining performance obligations as revenue in 2019, an additional
4%
by 2020 and the balance thereafter.
Revenue recognized from performance obligations satisfied in previous periods (for example, due to changes in the transaction price or estimates), was not material in any period.
Payment for products is due within a limited time period after shipment or delivery, and we do not offer extended payment terms. Payment is typically due within 30-90 calendar days of the respective invoice dates. Customers generally do not make large upfront payments. Any advanced payments received do not provide us with a significant benefit of financing, as the payments are meant to secure materials used to fulfill the contract, as opposed to providing us with a significant financing benefit.
When an unconditional right to consideration exists, we record these amounts as receivables. When amounts are dependent on factors other than the passage of time in order for payment from a customer to become due, we record a contract asset. Contract assets represent unbilled amounts that typically arise from contracts for customized products or contracts for products sold directly to the U.S. government or indirectly to the U.S. government through subcontracts, where revenue recognized using the cost-to-cost method exceeds the amount billed to the customer. Contract assets are assessed for impairment and recorded at their net realizable value. Contract liabilities represent advance payments from customers. Revenue related to contract liabilities is recognized when control is transferred to the customer. See Note 8, “Contract Assets and Contract Liabilities” for further details.
We pay sales commissions related to certain contracts, which qualify as incremental costs of obtaining a contract. However, the sales commissions generally relate to contracts for products or services satisfied at a point in time or over a period of time less than one year. As a result, we apply the practical expedient that allows an entity to recognize incremental costs of obtaining a contract as an expense when incurred if the amortization period of the asset that would have been recognized is one year or less.
See Note 3, “Segment Results” for disclosures related to disaggregation of revenue.
Cost of Goods Sold.
Cost of goods sold includes the costs of inventory sold and the related purchase and distribution costs. In addition to material, labor and direct overhead and inventoried cost, cost of goods sold include allocations of other expenses that are part of the production process, such as inbound freight charges, purchasing and receiving costs, inspection costs, warehousing costs, amortization of production related intangible assets and depreciation expense. We also include costs directly associated with products sold, such as warranty provisions.
Selling, General and Administrative Expenses.
Selling, general and administrative expenses are charged to income as incurred. Such expenses include the costs of promoting and selling products and include such items as compensation, advertising, sales commissions and travel. Also included are costs related to compensation for other operating activities such as executive office administrative and engineering functions, as well as general operating expenses such as office supplies, non-income taxes, insurance and office equipment rentals.
Income Taxes.
We account for income taxes in accordance with ASC Topic 740 “Income Taxes” (“ASC 740”) which requires an asset and liability approach for the financial accounting and reporting of income taxes. Under this method, deferred income
Page 46
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
taxes are recognized for the expected future tax consequences of differences between the tax bases of assets and liabilities and their reported amounts in the financial statements. These balances are measured using the enacted tax rates expected to apply in the year(s) in which these temporary differences are expected to reverse. The effect of a change in tax rates on deferred income taxes is recognized in income in the period when the change is enacted.
Based on consideration of all available evidence regarding their utilization, we record net deferred tax assets to the extent that it is more likely than not that they will be realized. Where, based on the weight of all available evidence, it is more likely than not that some amount of a deferred tax asset will not be realized, we establish a valuation allowance for the amount that, in management's judgment, is sufficient to reduce the deferred tax asset to an amount that is more likely than not to be realized. The evidence we consider in reaching such conclusions includes, but is not limited to, (1) future reversals of existing taxable temporary differences, (2) future taxable income exclusive of reversing taxable temporary differences, (3) taxable income in prior carryback year(s) if carryback is permitted under the tax law, (4) cumulative losses in recent years, (5) a history of tax losses or credit carryforwards expiring unused, (6) a carryback or carryforward period that is so brief it limits realization of tax benefits, and (7) a strong earnings history exclusive of the loss that created the carryforward and support showing that the loss is an aberration rather than a continuing condition.
We account for unrecognized tax benefits in accordance with ASC 740, which prescribes a minimum probability threshold that a tax position must meet before a financial statement benefit is recognized. The minimum threshold is defined as a tax position that is more likely than not to be sustained upon examination by the applicable taxing authority, including resolution of any related appeals or litigation, based solely on the technical merits of the position. The tax benefit recognized is the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement.
We recognize interest and penalties related to unrecognized tax benefits within the income tax expense line of our Consolidated Statement of Operations, while accrued interest and penalties are included within the related tax liability line of our Consolidated Balance Sheets.
Earnings Per Share.
Our basic earnings per share calculations are based on the weighted average number of common shares outstanding during the year. Shares of restricted stock are included in the computation of both basic and diluted earnings per share. Potentially dilutive securities include outstanding stock options, restricted share units, deferred stock units and performance-based restricted share units. The dilutive effect of potentially dilutive securities is reflected in diluted earnings per common share by application of the treasury method. Diluted earnings per share gives effect to all potential dilutive common shares outstanding during the year.
|
(in millions, except per share data) For the year ended December 31,
|
2018
|
2017
|
2016
|
|||||||||
|
Net income attributable to common shareholders
|
$
|
335.6
|
|
$
|
171.8
|
|
$
|
122.8
|
|
|||
|
Weighted average basic shares outstanding
|
59.6
|
|
59.4
|
|
58.5
|
|
||||||
|
Effect of dilutive stock options
|
1.4
|
|
1.0
|
|
0.8
|
|
||||||
|
Weighted average diluted shares outstanding
|
61.0
|
|
60.4
|
|
59.3
|
|
||||||
|
Basic earnings per share
|
$
|
5.63
|
|
$
|
2.89
|
|
$
|
2.10
|
|
|||
|
Diluted earnings per share
|
$
|
5.50
|
|
$
|
2.84
|
|
$
|
2.07
|
|
|||
The computation of diluted earnings per share excludes the effect of the potential exercise of stock options when the average market price of the common stock is lower than the exercise price of the related stock options. During 2018, 2017 and 2016, the number of stock options excluded from the computation was
0.4 million
,
0.4 million
and
0.9 million
, respectively.
Cash and Cash Equivalents.
Cash and cash equivalents include highly liquid investments with original maturities of three months or less that are readily convertible to cash and are not subject to significant risk from fluctuations in interest rates. As a result, the carrying amount of cash and cash equivalents approximates fair value.
Page 47
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Accounts Receivable.
Receivables are carried at net realizable value.
A summary of allowance for doubtful accounts activity follows:
|
(in millions) December 31,
|
2018
|
2017
|
2016
|
|||||||||
|
Balance at beginning of year
|
$
|
7.2
|
|
$
|
7.3
|
|
$
|
4.7
|
|
|||
|
Provisions
|
1.1
|
|
2.2
|
|
6.1
|
|
||||||
|
Deductions
|
(0.7
|
)
|
(2.3
|
)
|
(3.5
|
)
|
||||||
|
Balance at end of year
|
$
|
7.6
|
|
$
|
7.2
|
|
$
|
7.3
|
|
|||
Concentrations of credit risk with respect to accounts receivable are limited due to the large number of customers and relatively small account balances within the majority of our customer base and their dispersion across different businesses. We periodically evaluate the financial strength of our customers and believe that our credit risk exposure is limited.
Inventories.
Inventories consist of the following:
|
(in millions) December 31,
|
2018
|
2017
|
||||||
|
Finished goods
|
$
|
116.2
|
|
$
|
101.1
|
|
||
|
Finished parts and subassemblies
|
45.9
|
|
46.1
|
|
||||
|
Work in process
|
55.4
|
|
51.6
|
|
||||
|
Raw materials
|
194.0
|
|
150.5
|
|
||||
|
Total inventories
|
$
|
411.5
|
|
$
|
349.3
|
|
||
Inventories include the costs of material, labor and overhead and are stated at the lower of cost or market. Domestic inventories are stated at either the lower of cost or net realizable value using the last-in, first-out (“LIFO”) method or the lower of cost or net realizable value using the first-in, first-out (“FIFO”) method. Inventories held in foreign locations are primarily stated at the lower of cost or market using the FIFO method. The LIFO method is not being used at our foreign locations as such a method is not allowable for tax purposes. Changes in the levels of LIFO inventories have reduced cost of sales by
$2.5 million
, increased cost of sales by
$0.4 million
and reduced cost of sales by
$1.8 million
for the years ended
December 31, 2018, 2017 and 2016
, respectively. The portion of inventories costed using the LIFO method was
28%
and
32%
of consolidated inventories as of December 31, 2018 and 2017, respectively. If inventories that were valued using the LIFO method had been valued under the FIFO method, they would have been higher by
$9.9 million
and
$13.6 million
as of
December 31, 2018 and 2017
, respectively. The reserve for excess and obsolete inventory was
$67.1 million
and
$57.9 million
as of December 31, 2018 and 2017, respectively.
Valuation of Long-Lived Assets.
We review our long-lived assets for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Examples of events or changes in circumstances could include, but are not limited to, a prolonged economic downturn, current period operating or cash flow losses combined with a history of losses or a forecast of continuing losses associated with the use of an asset or asset group, or a current expectation that an asset or asset group will be sold or disposed of before the end of its previously estimated useful life. Recoverability is based upon projections of anticipated future undiscounted cash flows associated with the use and eventual disposal of the long-lived asset (or asset group), as well as specific appraisal in certain instances. Reviews occur at the lowest level for which identifiable cash flows are largely independent of cash flows associated with other long-lived assets or asset groups. If the future undiscounted cash flows are less than the carrying value, then the long-lived asset is considered impaired and a loss is recognized based on the amount by which the carrying amount exceeds the estimated fair value. Judgments which impact these assessments relate to the expected useful lives of long-lived assets and our ability to realize any undiscounted cash flows in excess of the carrying amounts of such assets, and are affected primarily by changes in the expected use of the assets, changes in technology or development of alternative assets, changes in economic conditions, changes in operating performance and changes in expected future cash flows. Since judgment is involved in determining the recoverable amount of long-lived assets, there is risk that the carrying value of our long-lived assets may require adjustment in future periods.
Page 48
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Property, Plant and Equipment, net.
Property, plant and equipment, net consist of the following:
|
(in millions) December 31,
|
2018
|
2017
|
||||||
|
Land
|
$
|
77.5
|
|
$
|
62.7
|
|
||
|
Buildings and improvements
|
259.6
|
|
183.4
|
|
||||
|
Machinery and equipment
|
848.5
|
|
593.3
|
|
||||
|
Gross property, plant and equipment
|
1,185.6
|
|
839.4
|
|
||||
|
Less: accumulated depreciation
|
586.5
|
|
557.0
|
|
||||
|
Property, plant and equipment, net
|
$
|
599.1
|
|
$
|
282.4
|
|
||
Property, plant and equipment are stated at cost and depreciation is calculated by the straight-line method over the estimated useful lives of the respective assets, which range from
ten
to
25
years for buildings and improvements and
three
to
ten
years for machinery and equipment. Depreciation expense was
$72.7 million
,
$41.0 million
and
$40.2 million
for the years ended
December 31, 2018, 2017 and 2016
, respectively.
The increase in Property, plant and equipment, net and depreciation expense was driven by the acquisition of Crane Currency.
Goodwill and Other Intangible Assets.
Our business acquisitions have typically resulted in the recognition of goodwill and other intangible assets. We follow the provisions under ASC Topic 350, “Intangibles – Goodwill and Other” (“ASC 350”) as it relates to the accounting for goodwill in the Consolidated Financial Statements. These provisions require that we, on at least an annual basis, evaluate the fair value of the reporting units to which goodwill is assigned and attributed and compare that fair value to the carrying value of the reporting unit to determine if an impairment has occurred. We perform our annual impairment testing during the fourth quarter. Impairment testing takes place more often than annually if events or circumstances indicate a change in status that would indicate a potential impairment. We believe that there have been no events or circumstances which would more likely than not reduce the fair value for our reporting units below our carrying value. A reporting unit is an operating segment unless discrete financial information is prepared and reviewed by segment management for businesses one level below that operating segment (a “component”), in which case the component would be the reporting unit. As of
December 31, 2018
, we had
eight
reporting units.
When performing our annual impairment assessment, we compare the fair value of each of our reporting units to our respective carrying value. Goodwill is considered to be potentially impaired when the net book value of the reporting unit exceeds its estimated fair value. Fair values are established primarily by discounting estimated future cash flows at an estimated cost of capital which varies for each reporting unit and which, as of our most recent annual impairment assessment, ranged between
10.0%
and
13.0%
(a weighted average of
10.9%
), reflecting the respective inherent business risk of each of the reporting units tested. This methodology for valuing our reporting units (commonly referred to as the Income Method) has not changed since the adoption of the provisions under ASC 350. The determination of discounted cash flows is based on the businesses’ strategic plans and long-range planning forecasts, which change from year to year. The revenue growth rates included in the forecasts represent best estimates based on current and forecasted market conditions. Profit margin assumptions are projected by each reporting unit based on the current cost structure and anticipated net cost increases/reductions. There are inherent uncertainties related to these assumptions, including changes in market conditions, and management judgment is necessary in applying them to the analysis of goodwill impairment. In addition to the foregoing, for each reporting unit, market multiples are used to corroborate discounted cash flow results where fair value is estimated based on earnings multiples determined by available public information of comparable businesses. While we believe we have made reasonable estimates and assumptions to calculate the fair value of our reporting units, it is possible a material change could occur. If actual results are not consistent with management’s estimates and assumptions, goodwill and other intangible assets may then be determined to be overstated and a charge would need to be taken against net earnings. Furthermore, in order to evaluate the sensitivity of the fair value calculations on the goodwill impairment test performed during the fourth quarter of 2018, we applied a hypothetical, reasonably possible
10%
decrease to the fair values of each reporting unit. The effects of this hypothetical
10%
decrease would still result in the fair value calculation exceeding the carrying value for each reporting unit. No impairment charges have been required during 2018, 2017 or 2016.
Page 49
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Changes to goodwill are as follows:
|
(in millions)
|
Fluid Handling
|
Payment & Merchandising Technologies
|
Aerospace & Electronics
|
Engineered Materials
|
Total
|
||||||||||
|
Balance at December 31, 2016
|
$
|
212.3
|
|
$
|
563.3
|
|
$
|
202.3
|
|
$
|
171.3
|
|
$
|
1,149.2
|
|
|
Additions
|
22.6
|
|
8.9
|
|
—
|
|
—
|
|
31.5
|
|
|||||
|
Currency translation
|
10.5
|
|
15.5
|
|
0.1
|
|
0.1
|
|
26.2
|
|
|||||
|
Balance as of December 31, 2017
|
245.4
|
|
587.7
|
|
202.4
|
|
171.4
|
|
$
|
1,206.9
|
|
||||
|
Additions
|
—
|
|
208.4
|
|
—
|
|
—
|
|
208.4
|
|
|||||
|
Currency translation
|
(4.6
|
)
|
(6.9
|
)
|
—
|
|
(0.1
|
)
|
(11.6
|
)
|
|||||
|
Balance as of December 31, 2018
|
$
|
240.8
|
|
789.2
|
|
$
|
202.4
|
|
$
|
171.3
|
|
$
|
1,403.7
|
|
|
For the year ended December 31, 2018, additions to goodwill represent the purchase price allocation related to the January 2018 acquisition of Crane Currency. For the year ended December 31, 2017, additions to goodwill represent the purchase price allocation related to the April 2017 acquisition of Westlock and the June 2017 acquisition of Microtronic. See discussion in Note 2, "Acquisitions and Divestitures" for further details.
As of
December 31, 2018
, we had
$481.8 million
of net intangible assets, of which
$69.9 million
were intangibles with indefinite useful lives, consisting of trade names. As of December 31, 2017, the Company had
$276.8 million
of net intangible assets, of which
$28.7
million were intangibles with indefinite useful lives, consisting of trade names. Intangibles with indefinite useful lives are tested annually for impairment, or when events or changes in circumstances indicate the potential for impairment. If the carrying amount of an indefinite lived intangible asset exceeds its fair value, the intangible asset is written down to its fair value. Fair value is calculated using relief from royalty method. We amortize the cost of definite-lived intangibles over their estimated useful lives.
In addition to annual testing for impairment of indefinite-lived intangible assets, we review all of our definite-lived intangible assets for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Examples of events or changes in circumstances could include, but are not limited to, a prolonged economic downturn, current period operating or cash flow losses combined with a history of losses or a forecast of continuing losses associated with the use of an asset or asset group, or a current expectation that an asset or asset group will be sold or disposed of before the end of its previously estimated useful life. Recoverability is based upon projections of anticipated future undiscounted cash flows associated with the use and eventual disposal of the definite-lived intangible asset (or asset group), as well as specific appraisal in certain instances. Reviews occur at the lowest level for which identifiable cash flows are largely independent of cash flows associated with other long-lived assets or asset groups and include estimated future revenues, gross profit margins, operating profit margins and capital expenditures which are based on the businesses’ strategic plans and long-range planning forecasts, which change from year to year. The revenue growth rates included in the forecasts represent our best estimates based on current and forecasted market conditions, and the profit margin assumptions are based on the current cost structure and anticipated net cost increases/reductions. There are inherent uncertainties related to these assumptions, including changes in market conditions, and management’s judgment in applying them to the analysis. If the future undiscounted cash flows are less than the carrying value, then the definite-lived intangible asset is considered impaired and a charge would be taken against net earnings based on the amount by which the carrying amount exceeds the estimated fair value. Judgments that we make which impact these assessments relate to the expected useful lives of definite-lived assets and its ability to realize any undiscounted cash flows in excess of the carrying amounts of such assets, and are affected primarily by changes in the expected use of the assets, changes in technology or development of alternative assets, changes in economic conditions, changes in operating performance and changes in expected future cash flows. Since judgment is involved in determining the recoverable amount of definite-lived intangible assets, there is risk that the carrying value of our definite-lived intangible assets may require adjustment in future periods. Historical results to date have generally approximated expected cash flows for the identifiable cash flow generating level. We believe there have been no events or circumstances which would more likely than not reduce the fair value of our indefinite-lived or definite-lived intangible assets below their carrying value.
Page 50
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Changes to intangible assets are as follows:
|
(in millions) December 31,
|
2018
|
2017
|
2016
|
|||||||
|
Balance at beginning of period, net of accumulated amortization
|
$
|
276.8
|
|
$
|
282.2
|
|
$
|
317.1
|
|
|
|
Additions
|
252.8
|
|
18.2
|
|
—
|
|
||||
|
Amortization expense
|
(44.5
|
)
|
(30.9
|
)
|
(30.7
|
)
|
||||
|
Currency translation and other
|
(3.3
|
)
|
7.3
|
|
(4.2
|
)
|
||||
|
Balance at end of period, net of accumulated amortization
|
$
|
481.8
|
|
$
|
276.8
|
|
$
|
282.2
|
|
|
For the year ended December 31, 2018, additions to intangible assets represent the purchase price allocation related to the January 2018 acquisition of Crane Currency. For the year ended December 31, 2017, additions to intangible assets represent the purchase price allocation related to the April 2017 acquisition of Westlock and the June 2017 acquisition of Microtronic. See discussion in Note 2, "Acquisitions and Divestitures" for further details.
A summary of intangible assets follows:
|
(in millions)
|
Weighted Average
Amortization Period of Finite Lived Assets (in years)
|
December 31, 2018
|
December 31, 2017
|
||||||||||||||||||||||
|
Gross
Asset
|
|
Accumulated
Amortization
|
|
Net
|
|
Gross
Asset
|
|
Accumulated
Amortization
|
|
Net
|
|
||||||||||||||
|
Intellectual property rights
|
17.2
|
$
|
130.7
|
|
$
|
55.6
|
|
$
|
75.1
|
|
$
|
91.7
|
|
$
|
54.8
|
|
$
|
36.9
|
|
||||||
|
Customer relationships and backlog
|
18.4
|
546.8
|
|
210.7
|
|
336.1
|
|
414.7
|
|
183.4
|
|
231.3
|
|
||||||||||||
|
Drawings
|
37.9
|
11.1
|
|
10.5
|
|
0.6
|
|
11.1
|
|
10.4
|
|
0.8
|
|
||||||||||||
|
Other
|
10.2
|
135.0
|
|
65.0
|
|
70.0
|
|
61.8
|
|
53.9
|
|
7.9
|
|
||||||||||||
|
Total
|
17.7
|
$
|
823.6
|
|
$
|
341.8
|
|
$
|
481.8
|
|
$
|
579.3
|
|
$
|
302.5
|
|
$
|
276.8
|
|
||||||
Future amortization expense associated with intangibles is expected to be:
|
Year
|
(in millions)
|
||
|
2019
|
$
|
41.0
|
|
|
2020
|
36.9
|
|
|
|
2021
|
34.6
|
|
|
|
2022
|
34.2
|
|
|
|
2023 and after
|
265.2
|
|
|
Accumulated Other Comprehensive Income (Loss)
The tables below provide the accumulated balances for each classification of accumulated other comprehensive loss, as reflected on the Consolidated Balance Sheets.
|
(in millions)
|
Defined Benefit Pension and Other Postretirement Items*
|
Currency Translation Adjustment
|
Total
|
|||||||||
|
Balance as of December 31, 2016
|
$
|
(301.3
|
)
|
$
|
(174.8
|
)
|
$
|
(476.1
|
)
|
|||
|
Other comprehensive income before reclassifications
|
—
|
|
86.8
|
|
86.8
|
|
||||||
|
Amounts reclassified from accumulated other comprehensive loss
|
9.2
|
|
—
|
|
9.2
|
|
||||||
|
Net period other comprehensive income
|
9.2
|
|
86.8
|
|
96.0
|
|
||||||
|
Balance as of December 31, 2017
|
$
|
(292.1
|
)
|
$
|
(88.0
|
)
|
$
|
(380.1
|
)
|
|||
|
Other comprehensive loss before reclassifications
|
(45.8
|
)
|
(41.3
|
)
|
(87.1
|
)
|
||||||
|
Amounts reclassified from accumulated other comprehensive loss
|
19.6
|
|
—
|
|
19.6
|
|
||||||
|
Net period other comprehensive loss
|
(26.2
|
)
|
(41.3
|
)
|
(67.5
|
)
|
||||||
|
Balance as of December 31, 2018
|
$
|
(318.3
|
)
|
$
|
(129.3
|
)
|
$
|
(447.6
|
)
|
|||
* Net of tax benefit of
$122.2
,
$115.8
and
$119.8
for 2018, 2017, and 2016, respectively.
Page 51
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The table below illustrates the amounts reclassified out of each component of accumulated other comprehensive income (loss) for the years ended
December 31, 2018
and 2017. Amortization of pension and postretirement components have been recorded within “Miscellaneous income, net” on the Consolidated Statements of Operations.
|
Details of Accumulated Other Comprehensive Income (Loss) Components
|
Amount Reclassified from Accumulated Other Comprehensive Income (Loss)
|
|||||||
|
(in millions) December 31,
|
2018
|
2017
|
||||||
|
Amortization of pension items:
|
||||||||
|
Prior-service costs
|
$
|
(0.5
|
)
|
$
|
(0.6
|
)
|
||
|
Net loss
|
14.2
|
|
14.3
|
|
||||
|
Amortization of postretirement items:
|
||||||||
|
Prior-service costs
|
(1.0
|
)
|
(0.2
|
)
|
||||
|
Net gain
|
(0.2
|
)
|
(0.3
|
)
|
||||
|
Total before tax
|
$
|
12.5
|
|
$
|
13.2
|
|
||
|
Tax impact
|
(7.1
|
)
|
4.0
|
|
||||
|
Total reclassifications for the period
|
$
|
19.6
|
|
$
|
9.2
|
|
||
Recent Accounting Pronouncements - Not Yet Adopted as of December 31, 2018
Disclosure Requirements for Defined Benefit Plans
In August 2018, the Financial Accounting Standards Board (“FASB”) issued amended guidance to add, remove, and clarify disclosure requirements related to defined benefit pension and other postretirement plans. The amended guidance removes the requirements to disclose: amounts in accumulated other comprehensive income (loss) expected to be recognized as components of net periodic benefit cost over the next fiscal year; the amount and timing of plan assets expected to be returned to the entity; and the effects of a one-percentage point change in assumed health care cost trend rates. The amended guidance requires disclosure of an explanation of the reasons for significant gains and losses related to changes in the benefit obligation for the period. This guidance is effective for fiscal years ending after December 15, 2020, with early adoption permitted. The amended guidance is required to be applied on a retrospective basis to all periods presented. We are currently evaluating this guidance to determine the impact on our disclosures.
Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income
In February 2018, the FASB issued amended guidance to allow a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act (“TCJA”). This amended guidance is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years, with early adoption permitted. We have decided not to adopt the amended guidance.
Measurement of Credit Losses on Financial Instruments
In June 2016, the FASB issued amended guidance that changes the impairment model for most financial assets and certain other instruments. For trade and other receivables, held-to-maturity debt securities, loans and other instruments, entities will be required to use a new forward-looking “expected loss” model that will replace today’s “incurred loss” model and generally will result in the earlier recognition of allowances for losses. For available-for-sale debt securities with unrealized losses, entities will measure credit losses in a manner similar to current practice, except that the losses will be recognized as an allowance. This amended guidance is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Entities will apply the standard’s provisions as a cumulative-effect adjustment to retained earnings as of the beginning of the first effective reporting period. We do not expect that the amended guidance will have a material effect on our consolidated financial statements and related disclosures.
Leases
In February 2016, the FASB issued amended guidance on accounting for leases. The amended guidance requires the recognition of a right-of-use asset and a lease liability for all leases by lessees with the exception of short-term leases and amends disclosure requirements associated with leasing arrangements. The amended guidance permits the use of a modified retrospective approach, which requires an entity to recognize and measure leases existing at, or entered into after, the beginning of the earliest comparative period presented. In addition, the guidance permits an alternative modified retrospective approach that would result in an entity recognizing a lease liability and right use asset as of the effective date of the requirements, with all comparative periods presented and disclosed, in accordance with the legacy requirements, that changes the date of initial
Page 52
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
application to the beginning of the period of adoption. The new standard is effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2018.
We adopted the new guidance on January 1, 2019 using the alternative modified retrospective approach and will not adjust comparative periods. We elected to apply the package of practical expedients permitted within the new standard, which among other things, allows us to carryforward historical lease classification for leases in effect on January 1, 2019. In addition, we elected certain practical expedients including the lessee practical expedient to not separate lease components for all classes of underlying assets. Our implementation team is finalizing an evaluation of the effects of the new guidance on our financial statements and related disclosures and implementation of a solution to facilitate the development of business processes and controls around leases to meet the new accounting and disclosure requirements upon adoption in the first quarter of 2019. We expect to record right-of-use assets and operating lease liabilities between
$100 million
and
$120 million
on our consolidated balance sheets, with no material impact to our consolidated statements of operations or consolidated statements of cash flows.
Recent Accounting Pronouncements - Adopted
Revenue Recognition
In May 2014, the FASB issued new accounting guidance related to revenue recognition, ASC Topic 606, “Revenue from Contracts with Customers” (“ASC 606”). ASC 606 replaced all current U.S. GAAP guidance on revenue recognition and eliminates all industry-specific guidance. ASC 606 provides a unified model to determine when and how revenue is recognized. The core principle is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.
On January 1, 2018, we adopted ASC 606 using the modified retrospective method. We elected to use the practical expedient and applied ASC 606 only to contracts that were not completed as of January 1, 2018. Results for reporting periods beginning after January 1, 2018 are presented under ASC 606, while prior period amounts continue to be reported under ASC Topic 605, “Revenue Recognition”. We recognized the cumulative effect of initially applying ASC 606 as a net addition of
$6.7 million
to the opening balance of retained earnings at January 1, 2018. Upon adoption, we established a contract asset of
$28.1 million
(
$22.1 million
net of advanced payments received for the same contracts) and a deferred tax liability of
$2.3 million
and reduced inventories by
$19.1 million
at January 1, 2018.
The accounting change related primarily to products that are customized or products sold directly to the U.S. government or indirectly to the U.S. government through subcontracts. Revenue for such products is now recognized over time because control is transferred continuously to customers, as the contract progresses. To measure progress in these contracts, we apply a cost-to-cost methodology which serves as the basis to determine the amount of revenue to recognize. Prior to the adoption of ASC 606, we recognized revenue for these products at a point in time - either upon shipment or delivery - based on the specific shipping terms in the contract. For the year ended December 31, 2018, the impact to revenues and cost of sales was an increase of
$16.3 million
and
$10.9 million
, respectively, as a result of applying ASC 606. As of December 31, 2018, the effect of this change decreased inventories by
$38.9 million
and increased other current assets by
$59.4 million
due to the recognition of contract assets for unbilled amounts related to contracts for customized products or contracts for products sold directly to the U.S. government or indirectly to the U.S. government through subcontracts. Advanced payments from customers represent contract liabilities as defined by ASC 606. Accordingly, in Note 9, “Accrued Liabilities”, the line previously entitled “Advanced payments from customers” is now “Contract liabilities”.
Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost
In March 2017, the FASB issued amended guidance related to the presentation of net periodic pension cost and net periodic postretirement benefit cost. The amended guidance requires the disaggregation of the service cost component from the other components of net periodic benefit costs and present it with other current compensation costs for related employees in the income statement, and present the other components elsewhere in the income statement and outside of income from operations if that subtotal is presented. This amended guidance was effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. We adopted the guidance on January 1, 2018 using the retrospective method. We applied the practical expedient that allows the use of the pension and postretirement benefit plan disclosures for the prior comparative periods to estimate amounts for retrospective application. The adoption of this guidance resulted in a reclassification of the non-service cost components of net benefit cost from selling, general and administrative expenses to miscellaneous income, net of
$21.1 million
in the year ended December 31, 2018 and
$13.6 million
in each of the years ended December 31, 2017 and 2016. The adoption of this guidance did not impact consolidated net income, our consolidated balance sheets or our consolidated statements of cash flows.
Page 53
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Restricted Cash
In November 2016, the FASB issued amended guidance to address diversity in the classification and presentation of changes in restricted cash on the statement of cash flows. The amended guidance requires restricted cash and restricted cash equivalents to be classified in the statements of cash flows as cash and cash equivalents. This amended guidance was effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years, using a retrospective transition method. We adopted the guidance on January 1, 2018. The adoption of this guidance did not have an impact on our consolidated statements of cash flows.
Income Taxes on Intra-Entity Transfers of Assets
In October 2016, the FASB issued amended guidance related to the recognition of income taxes resulting from intra-entity transfers of assets other than inventory. The guidance requires companies to recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. Income tax effects of intra-entity transfers of inventory will continue to be deferred until the inventory has been sold to a third party. This amended guidance was effective for annual reporting periods beginning after December 15, 2017, including interim reporting periods within those annual reporting periods, using a modified retrospective approach, with the cumulative effect recognized through retained earnings at the date of adoption. We adopted the guidance on January 1, 2018. The adoption of this guidance did not have a material impact on our consolidated financial statements.
Cash Flow Simplification
In August 2016, the FASB issued amended guidance that clarifies how companies present and classify certain cash receipts and cash payments in the statement of cash flows. The amended guidance was effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. We adopted the guidance on January 1, 2018. The adoption of this guidance did not have an impact on our consolidated statements of cash flows.
Recognition and Measurement of Financial Assets and Financial Liabilities
In January 2016, the FASB issued amended guidance on the classification and measurement of financial instruments, including significant revisions in accounting related to the classification and measurement of investments in equity securities and presentation of certain fair value changes for financial liabilities when the fair value option is elected. The amended guidance requires equity securities to be measured at fair value with changes in fair value recognized through net earnings and amends certain disclosure requirements associated with the fair value of financial instruments. We adopted the guidance on January 1, 2018. The adoption of this guidance did not have a material impact on our consolidated financial statements.
Other Recently Issued Pronouncements
On December 22, 2017, the U.S. Securities and Exchange Commission (“SEC”) released Staff Accounting Bulletin No. 118 (“SAB 118”), which allows registrants that do not have the necessary information available, prepared, or analyzed to complete the accounting for the TCJA to report provisional amounts in their SEC filings based on reasonable estimates. Further, it provides a one year measurement period for registrants to complete their accounting for the TCJA. If provisional amounts are recorded, SAB 118 requires registrants to include additional qualitative and quantitative disclosures in their SEC filings. Further, SAB 118 requires companies to disclose the nature and amount of measurement period adjustments recognized during the reporting period and the effect of measurement period adjustments on the effective tax rate. The TCJA includes provisions effective beginning on January 1, 2018, which include a tax on 50% of global intangible low-taxed income (“GILTI”), which is income determined to be in excess of a specified routine rate of return, as well as a base erosion and anti-abuse tax (“BEAT”) aimed at preventing the erosion of the U.S. tax base. Our policy is to treat taxes on GILTI as period costs. In addition, we do not expect to be subject to BEAT; therefore, it was not considered in our calculation of the valuation allowance recorded against our U.S. Federal deferred tax assets.
Note 2 – Acquisitions and Divestitures
Acquisitions are accounted for in accordance with ASC Topic 805, “Business Combinations” (“ASC 805”). Accordingly, we make an initial allocation of the purchase price at the date of acquisition based upon our understanding of the fair value of the acquired assets and assumed liabilities. We obtain this information during due diligence and through other sources. In the months after closing, as we obtain additional information about these assets and liabilities, including through tangible and intangible asset appraisals, we are able to refine estimates of fair value and more accurately allocate the purchase price. Only items identified as of the acquisition date are considered for subsequent adjustment. We will make appropriate adjustments to the purchase price allocation prior to completion of the measurement period, as required.
Page 54
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Crane Currency Acquisition
On January 10, 2018, we completed the acquisition of Crane & Co., Inc. (“Crane Currency”). The base purchase price of the acquisition was
$800 million
on a cash-free, debt-free basis, subject to a later adjustment reflecting Crane Currency’s net working capital, cash, the assumption of certain debt-like items, and Crane Currency’s transaction expenses. The amount paid, net of cash acquired, was
$672.3 million
. In July 2018, we received
$24.3 million
related to the final working capital adjustment of the Crane Currency acquisition, resulting in net cash paid of
$648.0 million
. To finance the acquisition, we issued commercial paper under our commercial paper program and utilized proceeds from term loans that we issued at the closing of the acquisition, as well as available cash on hand. At the closing, the transitory subsidiary of Crane Co. merged with and into Crane Currency, with Crane Currency surviving as a wholly owned subsidiary of Crane Co.
Crane Currency is a supplier of banknotes and highly engineered banknote security features which complement the existing portfolio of currency and payment products within the Payment & Merchandising Technologies segment. As such, Crane Currency is being integrated into the Payment & Merchandising Technologies segment. The amount allocated to goodwill reflects the benefits we expect to realize from the acquisition, as the acquisition is expected to strengthen and broaden our product offering within the currency and payment markets. Goodwill from this acquisition is not deductible for tax purposes.
Allocation of Consideration Transferred to Net Assets Acquired
The following amounts represent the determination of the fair value of identifiable assets acquired and liabilities assumed from our acquisition of Crane Currency. The fair value of certain assets and liabilities has been completed as required by ASC 805.
|
Net assets acquired
(in millions)
|
||||
|
Total current assets
|
$
|
199.6
|
|
|
|
Property, plant and equipment
|
298.0
|
|
||
|
Other assets
|
5.4
|
|
||
|
Intangible assets
|
252.8
|
|
||
|
Goodwill
|
208.4
|
|
||
|
Total assets acquired
|
$
|
964.2
|
|
|
|
Total current liabilities
|
$
|
107.2
|
|
|
|
Long-term debt
|
97.3
|
|
||
|
Other liabilities
|
111.7
|
|
||
|
Total assumed liabilities
|
$
|
316.2
|
|
|
|
Net assets acquired
|
$
|
648.0
|
|
|
The amounts allocated to acquired intangible assets, and their associated weighted-average useful lives which were determined based on the period in which the assets are expected to contribute directly or indirectly to our future cash flows, consist of the following:
|
Intangible Assets (dollars in millions)
|
Intangible Fair Value
|
Weighted Average Life
|
|||
|
Trademarks/trade names
|
$
|
42.0
|
|
indefinite
|
|
|
Customer relationships
|
135.8
|
|
23.1
|
||
|
Product technology
|
74.0
|
|
8.4
|
||
|
Backlog
|
1.0
|
|
1.0
|
||
|
Total acquired intangible assets
|
$
|
252.8
|
|
||
In order to allocate the consideration transferred for Crane Currency, the fair values of all identifiable assets and liabilities must be established. For accounting and financial reporting purposes, fair value is defined under ASC Topic 820, “Fair Value Measurement and Disclosure” as the price that would be received upon sale of an asset or the amount paid to transfer a liability in an orderly transaction between market participants at the measurement date. Market participants are assumed to be buyers and sellers in the principal (most advantageous) market for the asset or liability. Additionally, fair value measurements for an asset assume the highest and best use of that asset by market participants. Use of different estimates and judgments could yield different results.
The fair values of the trademark and trade name intangible assets were determined by using an “income approach”, specifically the relief-from-royalty approach, which is a commonly accepted valuation approach. This approach is based on the assumption
Page 55
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
that in lieu of ownership, a firm would be willing to pay a royalty in order to exploit the related benefits of this asset. Therefore, a portion of Crane Currency’s earnings, equal to the after-tax royalty that would have been paid for the use of the asset, can be attributed to the firm’s ownership. The trademark and trade names, Crane Currency and Crane are assigned an indefinite life and therefore will not be amortized.
The fair values of the product technology intangible assets were also determined by the relief-from-royalty approach. Similarly, this approach is based on the assumption that in lieu of ownership, a firm would be willing to pay a royalty in order to exploit the related benefits of the technology. Therefore, a portion of Crane Currency’s earnings, equal to the after-tax royalty that would have been paid for the use of the technology, can be attributed to the firm’s ownership of the technology. The technology assets are being amortized on a straight-line basis (which approximates the economic pattern of benefits) over the estimated economic life of 7 to 11 years.
The fair values of the customer relationships and backlog intangible assets were determined by using an “income approach” which is a commonly accepted valuation approach. Under this approach, the net earnings attributable to the asset or liability being measured are isolated using the discounted projected net cash flows. These projected cash flows are isolated from the projected cash flows of the combined asset group over the remaining economic life of the intangible asset or liability being measured. Both the amount and the duration of the cash flows are considered from a market participant perspective. Our estimates of market participant net cash flows considered historical and projected pricing, operational performance including market participant synergies, aftermarket retention, product life cycles, material and labor pricing, and other relevant customer, contractual and market factors. Where appropriate, the net cash flows were adjusted to reflect the potential attrition of existing customers in the future, as existing customers are a “wasting” asset and are expected to decline over time. The attrition-adjusted future cash flows are then discounted to present value using an appropriate discount rate. The customer relationship is being amortized on a straight-line basis (which approximates the economic pattern of benefits) over the estimated economic life of 18 to 24 years.
Supplemental Pro Forma Data
Crane Currency’s results of operations have been included in our financial statements for the period subsequent to the completion of the acquisition on January 10, 2018. The pro forma impact for the stub period (January 1, 2018 through January 9, 2018) is not material. Crane Currency contributed sales of
$458.2 million
resulting in an operating profit of approximately
$33.8 million
for the period from the completion of the acquisition through December 31, 2018. The following unaudited pro forma combined information assumes that the acquisition was completed on January 1, 2017. The unaudited pro forma consolidated results of operations are provided for illustrative purposes only and are not indicative of our actual consolidated results of operations or consolidated financial position. The unaudited pro forma results of operations do not reflect any operating efficiencies or cost savings which resulted from the acquisition of Crane Currency or may be realized in the future.
|
(in millions, except per share data)
|
December 31, 2017
|
||
|
Net sales
|
$
|
3,310.1
|
|
|
Net income attributable to common shareholders
|
$
|
155.3
|
|
|
Basic earnings per share
|
$
|
2.61
|
|
|
Diluted earnings per share
|
$
|
2.57
|
|
The unaudited supplemental pro forma data above includes adjustments for inventory step up, depreciation and amortization related to acquired property, plant and equipment and intangible assets and interest expense related to financing directly associated with the acquisition.
Westlock Acquisition
In April 2017, we acquired all of the outstanding stock of Westlock Controls (“Westlock”) from Emerson Electric Co. for cash consideration of
$40 million
. Westlock is a global leader in the manufacturing and sale of switchboxes, position transmitters and other solutions for networking, monitoring and controlling process valves, a new product space which is closely adjacent to our existing operations in our Fluid Handling segment. With primary operations located in Saddle Brook, New Jersey, Westlock had 2016 sales of approximately
$32 million
. Allocation of the purchase price resulted in recording goodwill of
$22.6 million
. This acquisition has been integrated into our Fluid Handling segment, and the pro forma impact is not material.
Microtronic Acquisition
In June 2017, we acquired all of the outstanding stock of Microtronic AG (“Microtronic”) for cash consideration of approximately
$18 million
. With operations in Oensingen, Switzerland, Microtronic develops and manufactures closed electronic payment systems, primarily for the European vending market, strengthening our portfolio of cashless solutions.
Page 56
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Allocation of the purchase price resulted in recording goodwill of
$8.9 million
. This acquisition has been integrated into our Payment & Merchandising Technologies segment, and the pro forma impact is not material.
Acquisition-Related Costs
Acquisition-related costs are being expensed as incurred. For the years ended December 31, 2018 and 2017, we recorded
$19.8 million
and
$7.8 million
, respectively, of integration and transaction costs in our Consolidated Statements of Operations. For the year ended December 31, 2018, we also recorded
$9.1 million
, of inventory step-up and backlog amortization within “Cost of sales” in our Consolidated Statements of Operations.
Divestitures
In December 2017, we sold a portion of an investment in a joint venture (our ownership interest was
70%
) within our Fluid Handling segment for
$14.1 million
. The sale resulted in the deconsolidation of such business and a gain in the amount of
$1.0 million
(
$0.7 million
after-tax) in 2017, of which
$0.9 million
was attributable to the remeasurement of the remaining investment. The total gain is included in "Miscellaneous income, net" within the Consolidated Statements of Operations. The fair value of the remaining investment in the joint venture of
$2.3 million
was established by discounting estimated future cash flows at an estimated cost of capital of
10%
reflecting the respective inherent business risk of the joint venture arrangement, commonly referred to as the income method. As of December 31, 2018 and 2017, our ownership interest in this joint venture was
4.9%
.
Page 57
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 3 – Segment Information
In accordance with ASC Topic 280, “Segment Reporting”, for purposes of segment performance measurement, we do not allocate to the business segments items that are of a non-operating nature, including charges which occur from time to time related to our asbestos liability and our legacy environmental liabilities, as such items are not related to current business activities; or corporate organizational and functional expenses of a governance nature. “Corporate expenses-before asbestos and environmental charges” consist of corporate office expenses including, compensation, benefits, occupancy, depreciation, and other administrative costs. Assets of the business segments exclude general corporate assets, which principally consist of cash and cash equivalents, deferred tax assets, insurance receivables, certain property, plant and equipment, and certain other assets.
The accounting policies of the segments are the same as those described in the summary of significant accounting policies. We account for intersegment sales and transfers as if the sales or transfers were to third parties at current market prices.
Our segments are reported on the same basis used internally for evaluating performance and for allocating resources. We have four reporting segments: Fluid Handling, Payment & Merchandising Technologies, Aerospace & Electronics and Engineered Materials.
A brief description of each of our segments are as follows:
Fluid Handling
The Fluid Handling segment is a provider of highly engineered fluid handling equipment for critical performance applications that require high reliability. The segment is comprised of Process Valves and Related Products, Commercial Valves, and Other Products. Process Valves and Related Products include on/off valves and related products for critical and demanding applications in the chemical, oil & gas, power, and general industrial end markets globally. Commercial Valves includes the manufacturing and distribution of valves and related products for the non-residential construction, general industrial, and to a lesser extent, municipal markets. Other Products include pumps and related products primarily for water and wastewater applications in the industrial, municipal, commercial and military markets.
Payment & Merchandising Technologies
The Payment & Merchandising Technologies segment consists of Crane Payment Innovations ("CPI"), Crane Merchandising Systems ("CMS") and Crane Currency. CPI provides high technology payment acceptance and dispensing products to original equipment manufacturers, including coin accepters and dispensers, coin hoppers, coin recyclers, bill validators and bill recyclers. CMS provides merchandising equipment, including include food, snack and beverage vending machines and vending machine software and online solutions. Crane Currency is a supplier of banknotes and highly engineered banknote security feature.
Aerospace & Electronics
Aerospace & Electronics segment supplies critical components and systems, including original equipment and aftermarket parts, primarily for the commercial aerospace and military aerospace and defense markets.
Engineered Materials
Engineered Materials segment manufactures fiberglass-reinforced plastic ("FRP") panels and coils, primarily for use in the manufacturing of recreational vehicles ("RVs"), truck bodies and trailers (Transportation), with additional applications in commercial and industrial buildings (Building Products).
Page 58
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the year ended December 31, 2018, operating profit includes acquisition-related and integration charges, acquisition-related inventory and backlog amortization and restructuring charges. For the year ended December 31, 2017, operating profit includes acquisition-related and integration charges and restructuring charges. For the year ended December 31, 2016, operating profit includes an asbestos charge and a legal settlement charge. See Note 2, “Acquisitions and Divestitures” for discussion on the acquisition-related costs. See Note 14, “Restructuring” for discussion of the restructuring charges. See Note 11, “Commitments and Contingencies” for discussion of the asbestos charge and legal settlement charge.
Financial information by reportable segment is set forth below:
|
(in millions) December 31,
|
2018
|
2017
|
2016
|
|||||||||
|
Fluid Handling
|
|
|
|
|||||||||
|
Net sales
|
$
|
1,101.8
|
|
$
|
1,042.5
|
|
$
|
999.5
|
|
|||
|
Operating profit
(a)
|
118.8
|
|
101.7
|
|
109.4
|
|
||||||
|
Assets
|
878.2
|
|
941.6
|
|
845.9
|
|
||||||
|
Goodwill
|
240.8
|
|
245.4
|
|
212.3
|
|
||||||
|
Capital expenditures
|
19.9
|
|
14.7
|
|
10.3
|
|
||||||
|
Depreciation and amortization
|
15.2
|
|
16.2
|
|
10.8
|
|
||||||
|
Payment & Merchandising Technologies
|
|
|
|
|||||||||
|
Net sales
|
$
|
1,257.0
|
|
$
|
776.7
|
|
$
|
745.8
|
|
|||
|
Operating profit
(a)
|
186.0
|
|
145.9
|
|
133.2
|
|
||||||
|
Assets
|
2,074.4
|
|
1,215.7
|
|
1,188.9
|
|
||||||
|
Goodwill
|
789.2
|
|
587.7
|
|
563.3
|
|
||||||
|
Capital expenditures
|
57.5
|
|
14.2
|
|
8.7
|
|
||||||
|
Depreciation and amortization
|
82.4
|
|
34.2
|
|
33.9
|
|
||||||
|
Aerospace & Electronics
|
|
|
|
|||||||||
|
Net sales
|
$
|
743.5
|
|
$
|
691.4
|
|
$
|
745.7
|
|
|||
|
Operating profit
(a)
|
164.2
|
|
160.3
|
|
149.7
|
|
||||||
|
Assets
|
603.9
|
|
573.0
|
|
555.5
|
|
||||||
|
Goodwill
|
202.4
|
|
202.4
|
|
202.3
|
|
||||||
|
Capital expenditures
|
20.6
|
|
16.7
|
|
28.7
|
|
||||||
|
Depreciation and amortization
|
13.0
|
|
14.0
|
|
11.7
|
|
||||||
|
Engineered Materials
|
|
|
|
|||||||||
|
Net sales
|
$
|
243.2
|
|
$
|
275.4
|
|
$
|
257.0
|
|
|||
|
Operating profit
(a)
|
37.8
|
|
49.4
|
|
49.0
|
|
||||||
|
Assets
|
222.1
|
|
220.8
|
|
224.7
|
|
||||||
|
Goodwill
|
171.3
|
|
171.4
|
|
171.3
|
|
||||||
|
Capital expenditures
|
10.3
|
|
3.1
|
|
3.5
|
|
||||||
|
Depreciation and amortization
|
6.4
|
|
6.7
|
|
6.1
|
|
||||||
(a) In 2018, we adopted amended guidance related to the presentation of net periodic pension cost and net periodic postretirement cost which resulted in a reclassification of the non-service cost components of net benefit cost from selling, general and administrative expenses to miscellaneous income, net of i) $15.3 million in 2018 and $10.1 million in each of 2017 and 2016 in the Fluid Handling segment; ii) $2.9 million, $2.5 million and $2.3 million in 2018, 2017 and 2016, respectively in the Payment & Merchandising Technologies segment; iii) $0.6 million, $(0.1) million and $0.1 million in 2018, 2017 and 2016, respectively in the Aerospace & Electronics segment; and iv) $0.2 million in 2018 in the Engineered Materials segment.
Page 59
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Information by reportable segment (continued):
|
(in millions) December 31,
|
2018
|
2017
|
2016
|
|||||||||
|
TOTAL NET SALES
|
$
|
3,345.5
|
|
$
|
2,786.0
|
|
$
|
2,748.0
|
|
|||
|
Operating profit (loss)
|
||||||||||||
|
Reporting segments
|
$
|
506.8
|
|
$
|
457.3
|
|
$
|
441.3
|
|
|||
|
Corporate expense — before asbestos
(b)
|
(65.5
|
)
|
(68.9
|
)
|
(62.2
|
)
|
||||||
|
Corporate expense — asbestos
|
—
|
|
—
|
|
(192.4
|
)
|
||||||
|
TOTAL OPERATING PROFIT
|
$
|
441.3
|
|
$
|
388.4
|
|
$
|
186.7
|
|
|||
|
Interest income
|
2.3
|
|
2.5
|
|
1.9
|
|
||||||
|
Interest expense
|
(50.9
|
)
|
(36.1
|
)
|
(36.5
|
)
|
||||||
|
Miscellaneous income, net
|
18.7
|
|
12.7
|
|
12.0
|
|
||||||
|
INCOME BEFORE INCOME TAXES
|
$
|
411.4
|
|
$
|
367.5
|
|
$
|
164.1
|
|
|||
|
Assets
|
||||||||||||
|
Reporting segments
|
$
|
3,778.6
|
|
$
|
2,951.1
|
|
$
|
2,815.0
|
|
|||
|
Corporate
|
264.1
|
|
642.4
|
|
613.0
|
|
||||||
|
TOTAL ASSETS
|
$
|
4,042.7
|
|
$
|
3,593.5
|
|
$
|
3,428.0
|
|
|||
|
Goodwill
|
||||||||||||
|
Reporting segments
|
$
|
1,403.7
|
|
$
|
1,206.9
|
|
$
|
1,149.2
|
|
|||
|
Capital expenditures
|
||||||||||||
|
Reporting segments
|
$
|
108.3
|
|
$
|
48.7
|
|
$
|
51.2
|
|
|||
|
Corporate
|
0.5
|
|
0.3
|
|
0.3
|
|
||||||
|
TOTAL CAPITAL EXPENDITURES
|
$
|
108.8
|
|
$
|
49.0
|
|
$
|
51.5
|
|
|||
|
Depreciation and amortization
|
||||||||||||
|
Reporting segments
|
$
|
117.0
|
|
$
|
71.1
|
|
$
|
62.5
|
|
|||
|
Corporate
|
3.0
|
|
1.6
|
|
4.9
|
|
||||||
|
TOTAL DEPRECIATION AND AMORTIZATION
|
$
|
120.0
|
|
$
|
72.7
|
|
$
|
67.4
|
|
|||
(b) In 2018, we adopted amended guidance related to the presentation of net periodic pension cost and net periodic postretirement cost which resulted in a reclassification of the non-service cost components of net benefit cost from selling, general and administrative expenses to miscellaneous income, net of $2.1 million in 2018 and $1.1 million in each of 2017 and 2016.
Page 60
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Information by geographic region:
|
(in millions) December 31,
|
2018
|
2017
|
2016
|
|||||||||
|
Net sales
(c)
|
||||||||||||
|
United States
|
$
|
2,107.2
|
|
$
|
1,767.3
|
|
$
|
1,769.7
|
|
|||
|
Canada
|
172.3
|
|
169.0
|
|
163.2
|
|
||||||
|
United Kingdom
|
397.5
|
|
388.2
|
|
357.6
|
|
||||||
|
Continental Europe
|
484.2
|
|
268.6
|
|
279.6
|
|
||||||
|
Other international
|
184.3
|
|
192.9
|
|
177.9
|
|
||||||
|
TOTAL NET SALES
|
$
|
3,345.5
|
|
$
|
2,786.0
|
|
$
|
2,748.0
|
|
|||
|
Assets
(c)
|
||||||||||||
|
United States
|
$
|
1,866.5
|
|
$
|
1,645.3
|
|
$
|
1,609.4
|
|
|||
|
Canada
|
206.2
|
|
170.0
|
|
159.8
|
|
||||||
|
Europe
|
897.7
|
|
702.9
|
|
588.0
|
|
||||||
|
Other international
|
808.2
|
|
432.9
|
|
457.8
|
|
||||||
|
Corporate
|
264.1
|
|
642.4
|
|
613.0
|
|
||||||
|
TOTAL ASSETS
|
$
|
4,042.7
|
|
$
|
3,593.5
|
|
$
|
3,428.0
|
|
|||
|
Tangible Assets
(c)
|
||||||||||||
|
United States
|
$
|
442.3
|
|
$
|
645.8
|
|
$
|
621.3
|
|
|||
|
Canada
|
156.3
|
|
115.8
|
|
109.0
|
|
||||||
|
Europe
|
646.8
|
|
436.6
|
|
357.9
|
|
||||||
|
Other international
|
648.2
|
|
269.2
|
|
292.4
|
|
||||||
|
Corporate
|
264.1
|
|
642.4
|
|
613.0
|
|
||||||
|
TOTAL TANGIBLE ASSETS
|
$
|
2,157.7
|
|
$
|
2,109.8
|
|
$
|
1,993.6
|
|
|||
(c) Net sales and assets by geographic region are based on the location of the business unit.
Page 61
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The table below presents net sales by product line for each segment:
|
(in millions) December 31,
|
2018
|
2017
|
2016
|
|||||||||
|
Fluid Handling
|
||||||||||||
|
Process Valves and Related Products
|
$
|
685.4
|
|
$
|
640.1
|
|
$
|
619.2
|
|
|||
|
Commercial Valves
|
325.4
|
|
310.1
|
|
290.9
|
|
||||||
|
Other Products
|
91.0
|
|
92.3
|
|
89.4
|
|
||||||
|
Total Fluid Handling
|
$
|
1,101.8
|
|
$
|
1,042.5
|
|
$
|
999.5
|
|
|||
|
Payment & Merchandising Technologies
|
||||||||||||
|
Payment Acceptance and Dispensing Products
|
$
|
594.2
|
|
$
|
575.9
|
|
$
|
511.8
|
|
|||
|
Banknotes and Security Products
|
458.2
|
|
—
|
|
—
|
|
||||||
|
Merchandising Equipment
|
204.6
|
|
200.8
|
|
234.0
|
|
||||||
|
Total Payment & Merchandising Technologies
|
$
|
1,257.0
|
|
$
|
776.7
|
|
$
|
745.8
|
|
|||
|
Aerospace & Electronics
|
||||||||||||
|
Commercial Original Equipment
|
$
|
343.4
|
|
$
|
346.1
|
|
$
|
354.9
|
|
|||
|
Military Original Equipment
|
195.7
|
|
159.0
|
|
200.3
|
|
||||||
|
Commercial Aftermarket Products
|
150.5
|
|
134.0
|
|
132.8
|
|
||||||
|
Military Aftermarket Products
|
53.9
|
|
52.3
|
|
57.7
|
|
||||||
|
Total Aerospace & Electronics
|
$
|
743.5
|
|
$
|
691.4
|
|
$
|
745.7
|
|
|||
|
Engineered Materials
|
||||||||||||
|
FRP - Recreational Vehicles
|
$
|
119.0
|
|
$
|
150.5
|
|
$
|
131.2
|
|
|||
|
FRP - Building Products
|
92.2
|
|
95.2
|
|
89.6
|
|
||||||
|
FRP - Transportation
|
32.0
|
|
29.7
|
|
36.2
|
|
||||||
|
Total Engineered Materials
|
$
|
243.2
|
|
$
|
275.4
|
|
$
|
257.0
|
|
|||
|
Total Net Sales
|
$
|
3,345.5
|
|
$
|
2,786.0
|
|
$
|
2,748.0
|
|
|||
Page 62
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 4 – Research and Development
Research and development costs are expensed when incurred. These costs were
$58.4 million
,
$58.5 million
and
$61.5 million
in
2018
,
2017
and 2016, respectively.
Note 5 – Pension and Postretirement Benefits
Pension Plan
In the United States, we sponsor a defined benefit pension plan that covers approximately
20%
of all U.S. employees. Benefits are based on years of service and compensation on a final average pay basis, except for certain hourly employees where benefits are fixed per year of service. This plan is funded with a trustee in respect of past and current service. Charges to expense are based upon costs computed by an independent actuary. Contributions are intended to provide for future benefits earned to date. As of December 31, 2018, the Crane Currency pension plan has been merged into our U.S. defined benefit pension plan. Additionally, a number of our non-U.S. subsidiaries sponsor defined benefit pension plans that cover approximately
9%
of all non-U.S. employees. The benefits are typically based upon years of service and compensation. These plans are funded with trustees in respect of past and current service.
Postretirement Plans
Postretirement health care and life insurance benefits are provided for certain employees hired before January 1, 1990, who meet minimum age and service requirements. As a result of the acquisition of Crane Currency, we also have postretirement medical and Medicare supplement that cover substantially all former full-time U.S. employees of Crane Currency.
A summary of the projected benefit obligations, fair value of plan assets and funded status is as follows:
|
Pension Benefits
|
Postretirement Benefits
|
|||||||||||||||
|
(in millions) December 31,
|
2018
|
2017
|
2018
|
2017
|
||||||||||||
|
Change in benefit obligation:
|
||||||||||||||||
|
Benefit obligation at beginning of year
|
$
|
1,074.7
|
|
$
|
1,004.0
|
|
$
|
7.9
|
|
$
|
9.1
|
|
||||
|
Service cost
|
5.9
|
|
5.4
|
|
0.3
|
|
—
|
|
||||||||
|
Interest cost
|
30.1
|
|
29.5
|
|
1.1
|
|
0.2
|
|
||||||||
|
Plan participants’ contributions
|
0.6
|
|
0.5
|
|
0.3
|
|
—
|
|
||||||||
|
Amendments
|
4.4
|
|
—
|
|
(7.3
|
)
|
—
|
|
||||||||
|
Actuarial (gain) loss
|
(59.5
|
)
|
31.6
|
|
(3.0
|
)
|
(0.5
|
)
|
||||||||
|
Settlements
|
(1.9
|
)
|
(2.3
|
)
|
—
|
|
—
|
|
||||||||
|
Benefits paid
|
(48.1
|
)
|
(40.8
|
)
|
(2.6
|
)
|
(0.9
|
)
|
||||||||
|
Foreign currency exchange impact
|
(23.3
|
)
|
41.8
|
|
—
|
|
—
|
|
||||||||
|
Acquisitions/curtailments/divestitures
|
48.4
|
|
5.4
|
|
32.3
|
|
—
|
|
||||||||
|
Administrative expenses paid
|
(0.3
|
)
|
(0.4
|
)
|
—
|
|
—
|
|
||||||||
|
Benefit obligation at end of year
|
$
|
1,031.0
|
|
$
|
1,074.7
|
|
$
|
29.0
|
|
$
|
7.9
|
|
||||
|
Change in plan assets:
|
||||||||||||||||
|
Fair value of plan assets at beginning of year
|
$
|
908.1
|
|
$
|
808.5
|
|
$
|
—
|
|
$
|
—
|
|
||||
|
Actual return on plan assets
|
(47.6
|
)
|
87.4
|
|
—
|
|
—
|
|
||||||||
|
Foreign currency exchange impact
|
(25.4
|
)
|
37.8
|
|
—
|
|
—
|
|
||||||||
|
Employer contributions
|
57.5
|
|
12.7
|
|
1.4
|
|
—
|
|
||||||||
|
Administrative expenses paid
|
(0.7
|
)
|
(0.7
|
)
|
—
|
|
—
|
|
||||||||
|
Acquisitions
|
34.9
|
|
5.0
|
|
—
|
|
—
|
|
||||||||
|
Plan participants’ contributions
|
0.6
|
|
0.5
|
|
0.3
|
|
—
|
|
||||||||
|
Settlements/divestitures
|
(2.1
|
)
|
(2.3
|
)
|
—
|
|
—
|
|
||||||||
|
Benefits paid
|
(48.1
|
)
|
(40.8
|
)
|
(1.7
|
)
|
—
|
|
||||||||
|
Fair value of plan assets at end of year
|
$
|
877.2
|
|
$
|
908.1
|
|
$
|
—
|
|
$
|
—
|
|
||||
|
Funded status
|
$
|
(153.8
|
)
|
$
|
(166.6
|
)
|
$
|
(29.0
|
)
|
$
|
(7.9
|
)
|
||||
Page 63
Amounts recognized on our Consolidated Balance Sheets consist of:
|
Pension Benefits
|
Postretirement Benefits
|
|||||||||||||||
|
(in millions) December 31,
|
2018
|
2017
|
2018
|
2017
|
||||||||||||
|
Other assets
|
$
|
60.7
|
|
$
|
66.1
|
|
$
|
—
|
|
$
|
—
|
|
||||
|
Current liabilities
|
(1.3
|
)
|
(1.3
|
)
|
(2.6
|
)
|
(1.0
|
)
|
||||||||
|
Accrued pension and postretirement benefits
|
(213.2
|
)
|
(231.4
|
)
|
(26.4
|
)
|
(6.9
|
)
|
||||||||
|
Funded status
|
$
|
(153.8
|
)
|
$
|
(166.6
|
)
|
$
|
(29.0
|
)
|
$
|
(7.9
|
)
|
||||
Amounts recognized in accumulated other comprehensive loss consist of:
|
Pension Benefits
|
Postretirement Benefits
|
|||||||||||||||
|
(in millions) December 31,
|
2018
|
2017
|
2018
|
2017
|
||||||||||||
|
Net actuarial loss (gain)
|
$
|
404.8
|
|
$
|
372.3
|
|
$
|
(4.2
|
)
|
$
|
(2.1
|
)
|
||||
|
Prior service credit
|
(5.5
|
)
|
(10.0
|
)
|
(6.3
|
)
|
—
|
|
||||||||
|
Total recognized in accumulated other comprehensive loss
|
$
|
399.3
|
|
$
|
362.3
|
|
$
|
(10.5
|
)
|
$
|
(2.1
|
)
|
||||
The projected benefit obligation, accumulated benefit obligation and fair value of plan assets for the U.S. and Non-U.S. plans, are as follows:
|
|
Pension Obligations/Assets
|
|||||||||||||||||||||||
|
|
U.S.
|
Non-U.S.
|
Total
|
|||||||||||||||||||||
|
(in millions) December 31,
|
2018
|
2017
|
2018
|
2017
|
2018
|
2017
|
||||||||||||||||||
|
Projected benefit obligation
|
$
|
580.6
|
|
$
|
579.8
|
|
$
|
450.4
|
|
$
|
494.9
|
|
$
|
1,031.0
|
|
$
|
1,074.7
|
|
||||||
|
Accumulated benefit obligation
|
580.6
|
|
579.8
|
|
441.7
|
|
486.7
|
|
1,022.3
|
|
1,066.5
|
|
||||||||||||
|
Fair value of plan assets
|
417.5
|
|
407.9
|
|
459.7
|
|
500.2
|
|
877.2
|
|
908.1
|
|
||||||||||||
Information for pension plans with an accumulated benefit obligation in excess of plan assets is as follows:
|
(in millions) December 31,
|
2018
|
2017
|
||||||
|
Projected benefit obligation
|
$
|
695.2
|
|
$
|
860.0
|
|
||
|
Accumulated benefit obligation
|
687.1
|
|
852.2
|
|
||||
|
Fair value of plan assets
|
480.7
|
|
627.3
|
|
||||
Components of net periodic (benefit) cost are as follows:
|
Pension Benefits
|
Postretirement Benefits
|
|||||||||||||||||||||||
|
(in millions) For the year ended December 31,
|
2018
|
2017
|
2016
|
2018
|
2017
|
2016
|
||||||||||||||||||
|
Net Periodic (Benefit) Cost:
|
||||||||||||||||||||||||
|
Service cost
|
$
|
5.9
|
|
$
|
5.4
|
|
$
|
4.7
|
|
$
|
0.3
|
|
$
|
—
|
|
$
|
—
|
|
||||||
|
Interest cost
|
30.1
|
|
29.5
|
|
31.8
|
|
1.1
|
|
0.2
|
|
0.3
|
|
||||||||||||
|
Expected return on plan assets
|
(65.6
|
)
|
(57.0
|
)
|
(56.1
|
)
|
—
|
|
—
|
|
—
|
|
||||||||||||
|
Amortization of prior service cost
|
(0.5
|
)
|
(0.6
|
)
|
(0.6
|
)
|
(1.0
|
)
|
(0.2
|
)
|
(0.2
|
)
|
||||||||||||
|
Amortization of net loss (gain)
|
14.2
|
|
14.3
|
|
11.3
|
|
(0.2
|
)
|
(0.3
|
)
|
(0.3
|
)
|
||||||||||||
|
Recognized curtailment loss
|
0.3
|
|
(0.3
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||||||||
|
Settlement costs
|
0.3
|
|
0.5
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||||||||
|
Net periodic (benefit) cost
|
$
|
(15.3
|
)
|
$
|
(8.2
|
)
|
$
|
(8.9
|
)
|
$
|
0.2
|
|
$
|
(0.3
|
)
|
$
|
(0.2
|
)
|
||||||
The estimated net loss and prior service cost for the defined benefit pension plans that will be amortized from accumulated other comprehensive loss into net periodic (benefit) cost over the next fiscal year are
$15.2 million
and
$0.4 million
, respectively.
Page 64
The weighted average assumptions used to determine benefit obligations are as follows:
|
Pension Benefits
|
Postretirement Benefits
|
||||||||||||||||
|
For the year ended December 31,
|
2018
|
2017
|
2016
|
2018
|
2017
|
2016
|
|||||||||||
|
U.S. Plans:
|
|||||||||||||||||
|
Discount rate
|
4.36
|
%
|
3.75
|
%
|
4.29
|
%
|
4.30
|
%
|
3.90
|
%
|
3.90
|
%
|
|||||
|
Rate of compensation increase
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
|||||
|
Non-U.S. Plans:
|
|||||||||||||||||
|
Discount rate
|
2.42
|
%
|
2.15
|
%
|
2.29
|
%
|
3.30
|
%
|
3.30
|
%
|
3.30
|
%
|
|||||
|
Rate of compensation increase
|
3.06
|
%
|
2.80
|
%
|
2.85
|
%
|
N/A
|
|
N/A
|
|
N/A
|
|
|||||
The weighted-average assumptions used to determine net periodic benefit cost are as follows:
|
For the year ended December 31,
|
2018
|
2017
|
2016
|
||||||
|
U.S. Plans:
|
|||||||||
|
Discount rate
|
3.75
|
%
|
4.29
|
%
|
4.41
|
%
|
|||
|
Expected rate of return on plan assets
|
7.75
|
%
|
7.75
|
%
|
7.75
|
%
|
|||
|
Rate of compensation increase
|
N/A
|
|
N/A
|
|
N/A
|
|
|||
|
Non-U.S. Plans:
|
|||||||||
|
Discount rate
|
2.15
|
%
|
2.29
|
%
|
3.30
|
%
|
|||
|
Expected rate of return on plan assets
|
6.49
|
%
|
6.45
|
%
|
6.77
|
%
|
|||
|
Rate of compensation increase
|
2.80
|
%
|
2.85
|
%
|
2.81
|
%
|
|||
The long-term expected rate of return on plan assets assumptions were determined with input from independent investment consultants and plan actuaries, utilizing asset pricing models and considering historical returns. The discount rates used by us for valuing pension liabilities are based on a review of high quality corporate bond yields with maturities approximating the remaining life of the projected benefit obligations.
In the U.S. plan, the
7.75%
expected rate of return on assets assumption for 2018 reflected a long-term target comprised of an asset allocation range of
25%
-
75%
equity securities,
15%
-
35%
fixed income securities,
10%
-
35%
alternative assets and
0%
-
10%
cash. As of
December 31, 2018
, the actual asset allocation for the U.S. plan was
55%
equity securities,
14%
fixed income securities,
22%
alternative assets and
9%
cash and cash equivalents.
For the non-U.S. plans, the
6.49%
expected rate of return on assets assumption for 2018 reflected a weighted average of the long-term asset allocation targets for our various non-U.S. plans. As of
December 31, 2018
, the actual weighted average asset allocation for the non-U.S. plans was
24%
equity securities,
34%
fixed income securities,
41%
alternative assets/other and
1%
cash and cash equivalents.
The assumed health care cost trend rates are as follows:
|
December 31,
|
2018
|
|
2017
|
|
||
|
Health care cost trend rate assumed for next year
|
7.00
|
%
|
7.25
|
%
|
||
|
Rate to which the cost trend rate is assumed to decline (the ultimate trend rate)
|
4.50
|
%
|
5.10
|
%
|
||
|
Year that the rate reaches the ultimate trend rate
|
2029
|
|
2029
|
|
||
Assumed health care cost trend rates have a significant effect on the amounts reported for our health care plans.
A one-percentage-point change in assumed health care cost trend rates would have the following effects:
|
(in millions)
|
One
Percentage
Point
Increase
|
|
One
Percentage
Point
(Decrease)
|
|
||||
|
Effect on total of service and interest cost components
|
$
|
1.2
|
|
$
|
1.1
|
|
||
|
Effect on postretirement benefit obligation
|
$
|
22.7
|
|
$
|
22.2
|
|
||
Page 65
Plan Assets
Our pension plan target allocations and weighted-average asset allocations by asset category are as follows:
|
|
Target Allocation
|
Actual Allocation
|
||||||
|
Asset Category December 31,
|
|
2018
|
|
2017
|
|
|||
|
Equity securities
|
35%-75%
|
39
|
%
|
47
|
%
|
|||
|
Fixed income securities
|
20%-50%
|
24
|
%
|
23
|
%
|
|||
|
Alternative assets/Other
|
0%-35%
|
32
|
%
|
29
|
%
|
|||
|
Cash and money market
|
0%-10%
|
5
|
%
|
1
|
%
|
|||
Independent investment consultants are retained to assist in executing the plans’ investment strategies. A number of factors are evaluated in determining if an investment strategy will be implemented in our pension trusts. These factors include, but are not limited to, investment style, investment risk, investment manager performance and costs. We periodically review investment managers and their performance in relation to our plans’ investment objectives.
The primary investment objective of our various pension trusts is to maximize the value of plan assets, focusing on capital preservation, current income and long-term growth of capital and income. The plans’ assets are typically invested in a broad range of equity securities, fixed income securities, alternative assets and cash instruments.
Equity securities include investments in large, mid, and small-capitalization companies located in both developed countries and emerging markets around the world. Fixed income securities include government bonds of various countries, corporate bonds that are primarily investment-grade, and mortgage-backed securities. Alternative assets include investments in real estate and hedge funds employing a wide variety of strategies. Equity securities include Crane Co. common stock, which represents
5%
and
6%
of plan assets as of December 31, 2018 and 2017, respectively.
The fair value of our pension plan assets as of December 31, 2018, by asset category are as follows:
|
(in millions)
|
Active
Markets for Identical Assets Level 1 |
Other
Observable Inputs Level 2 |
Unobservable
Inputs Level 3 |
Net Asset Value ("NAV") Practical Expedient*
|
Total
Fair Value |
|||||||||||||||
|
Cash and Money Markets
|
$
|
44.3
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
44.3
|
|
|||||
|
Common Stocks
|
||||||||||||||||||||
|
Actively Managed U.S. Equities
|
113.3
|
|
—
|
|
—
|
|
—
|
|
113.3
|
|
||||||||||
|
Fixed Income Bonds and Notes
|
—
|
|
0.1
|
|
—
|
|
—
|
|
0.1
|
|
||||||||||
|
Commingled and Mutual Funds
|
||||||||||||||||||||
|
U.S. Equity Funds
|
—
|
|
—
|
|
—
|
|
49.4
|
|
49.4
|
|
||||||||||
|
Non-U.S. Equity Funds
|
—
|
|
—
|
|
—
|
|
175.0
|
|
175.0
|
|
||||||||||
|
U.S. Fixed Income, Government and Corporate
|
—
|
|
—
|
|
—
|
|
59.5
|
|
59.5
|
|
||||||||||
|
Non-U.S. Fixed Income, Government and Corporate
|
—
|
|
—
|
|
—
|
|
155.5
|
|
155.5
|
|
||||||||||
|
International Balanced Funds
|
—
|
|
—
|
|
—
|
|
10.7
|
|
10.7
|
|
||||||||||
|
Collective Trust
|
—
|
|
—
|
|
20.8
|
|
19.0
|
|
39.8
|
|
||||||||||
|
Alternative Investments
|
||||||||||||||||||||
|
Hedge Funds and LDI
|
—
|
|
—
|
|
—
|
|
179.2
|
|
179.2
|
|
||||||||||
|
International Property Funds
|
—
|
|
—
|
|
—
|
|
46.3
|
|
46.3
|
|
||||||||||
|
Annuity Contract
|
—
|
|
4.1
|
|
—
|
|
—
|
|
4.1
|
|
||||||||||
|
Total Fair Value
|
$
|
157.6
|
|
$
|
4.2
|
|
$
|
20.8
|
|
$
|
694.6
|
|
$
|
877.2
|
|
|||||
* Investments are measured at fair value using the net asset value per share practical expedient, and therefore, are not classified in the fair value hierarchy.
In 2018, the pension plan's asset classified as Level 3 constitutes an insurance contract valued annually on an actuarial basis.
Page 66
The fair value of our pension plan assets as of December 31, 2017, by asset category are as follows:
|
(in millions)
|
Active
Markets for Identical Assets Level 1 |
Other
Observable Inputs Level 2 |
Unobservable
Inputs Level 3 |
NAV Practical Expedient*
|
Total
Fair Value |
|||||||||||||||
|
Cash and Money Markets
|
$
|
13.2
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
13.2
|
|
|||||
|
Common Stocks
|
||||||||||||||||||||
|
Actively Managed U.S. Equities
|
134.4
|
|
—
|
|
—
|
|
—
|
|
134.4
|
|
||||||||||
|
Fixed Income Bonds and Notes
|
—
|
|
0.3
|
|
—
|
|
—
|
|
0.3
|
|
||||||||||
|
Commingled and Mutual Funds
|
||||||||||||||||||||
|
U.S. Equity Funds
|
—
|
|
—
|
|
—
|
|
39.1
|
|
39.1
|
|
||||||||||
|
Non-U.S. Equity Funds
|
—
|
|
—
|
|
—
|
|
249.6
|
|
249.6
|
|
||||||||||
|
U.S. Fixed Income, Government and Corporate
|
—
|
|
—
|
|
—
|
|
59.6
|
|
59.6
|
|
||||||||||
|
Non-U.S. Fixed Income, Government and Corporate
|
—
|
|
—
|
|
—
|
|
190.7
|
|
190.7
|
|
||||||||||
|
International Balanced Funds
|
—
|
|
—
|
|
—
|
|
11.8
|
|
11.8
|
|
||||||||||
|
Collective Trust
|
—
|
|
—
|
|
21.8
|
|
19.4
|
|
41.2
|
|
||||||||||
|
Alternative Investments
|
||||||||||||||||||||
|
Hedge Funds
|
—
|
|
—
|
|
—
|
|
116.2
|
|
116.2
|
|
||||||||||
|
International Property Funds
|
—
|
|
—
|
|
—
|
|
47.1
|
|
47.1
|
|
||||||||||
|
Annuity Contract
|
—
|
|
4.9
|
|
—
|
|
—
|
|
4.9
|
|
||||||||||
|
Total Fair Value
|
$
|
147.6
|
|
$
|
5.2
|
|
$
|
21.8
|
|
$
|
733.5
|
|
$
|
908.1
|
|
|||||
* Investments are measured at fair value using the net asset value per share practical expedient, and therefore, are not classified in the fair value hierarchy.
In 2017, the pension plan's asset classified as Level 3 constitutes an insurance contract valued annually on an actuarial basis.
The following table sets forth a summary of pension plan assets valued using NAV or its equivalent as of December 31, 2018 and December 31, 2017:
|
Redemption
Frequency |
Unfunded
Commitment |
Other
Redemption Restrictions |
Redemption Notice Period
|
|||||
|
U.S. Equity Funds
(a)
|
Immediate
|
None
|
None
|
None
|
||||
|
Non-U.S. Equity Funds
(b)
|
Immediate
|
None
|
None
|
None
|
||||
|
U.S. Fixed Income, Government and Corporate
(c)
|
Immediate
|
None
|
None
|
None
|
||||
|
Non-U.S. Fixed Income, Government and Corporate
(d)
|
Immediate
|
None
|
None
|
None
|
||||
|
International Balanced Funds
(e)
|
Immediate
|
None
|
None
|
None
|
||||
|
Collective Trust Fund
(f)
|
Immediate
|
None
|
None
|
None
|
||||
|
Hedge Funds
(g)
|
Quarterly
|
None
|
None
|
65 days written
|
||||
|
Hedge Funds
(g)
|
Quarterly
|
None
|
None
|
30 days written
|
||||
|
Hedge Funds
(g)
|
Immediate
|
None
|
None
|
None
|
||||
|
International Property Funds
(h)
|
Immediate
|
None
|
None
|
None
|
||||
|
Non-US Tactical/Diversified Alternative Funds
(i)
|
Immediate
|
None
|
None
|
None
|
||||
|
(a)
|
These funds invest in corporate equity securities within the U.S. markets.
|
|
(b)
|
These funds invest in corporate equity securities outside the U.S.
|
|
(c)
|
These funds invest in U.S. fixed income securities, corporate, government and agency.
|
|
(d)
|
These funds invest in corporate and government fixed income securities outside the U.S.
|
|
(e)
|
These funds invest in a blend of equities, fixed income, cash and property outside the U.S.
|
|
(f)
|
This fund invests in a combination of U.S. and non-U.S. stocks and bonds and is managed by a third party to track liability.
|
|
(g)
|
These funds are direct investment alternative investments/hedge funds that deploy a multi-strategy approach to investing (e.g. long/short/event-driven, credit).
|
|
(h)
|
These funds invest in real property outside the U.S.
|
|
(i)
|
These funds invest in traditional and alternative strategies and seek to add diversification while adding returns greater than equity in a non-correlated approach while matching the liabilities for retirees.
|
Page 67
Cash Flows
We expect, based on current actuarial calculations, to contribute cash of approximately
$3.1 million
to our defined benefit pension plans during 2019. Cash contributions in subsequent years will depend on a number of factors including the investment performance of plan assets.
Estimated Future Benefit Payments
The following benefit payments, which reflect expected future service, as appropriate, are expected to be paid:
|
Estimated future payments (in millions)
|
Pension
Benefits
|
Postretirement Benefits
|
|||||
|
2019
|
$
|
47.2
|
|
$
|
2.3
|
|
|
|
2020
|
48.5
|
|
2.3
|
|
|||
|
2021
|
49.8
|
|
1.7
|
|
|||
|
2022
|
52.2
|
|
1.7
|
|
|||
|
2023
|
53.2
|
|
1.7
|
|
|||
|
2024 to 2028
|
286.0
|
|
8.2
|
|
|||
|
Total payments
|
$
|
536.9
|
|
$
|
17.9
|
|
|
Supplemental Executive Retirement Plan
As a result of the acquisition of Crane Currency, we also have a non-qualified Supplemental Executive Retirement Plan (“SERP”). The SERP, which is not funded, is intended to provide retirement benefits for certain executive officers who were formerly employees of Crane Currency. Benefit amounts are based upon years of service and compensation of the participating employees. We recorded a pre-tax gain related to the SERP of $0.4 million in 2018. Accrued SERP benefits were $5.2 million as of December 31, 2018.
Defined Contribution Plans
We sponsor savings and investment plans that are available to our eligible employees including employees of our subsidiaries. We made contributions to the plans of
$9.9 million
,
$8.5 million
and
$8.0 million
in 2018, 2017 and 2016, respectively.
In addition to participant deferral contributions and company matching contributions on those deferrals, we provide a
3%
non-matching contribution to eligible participants. We made non-matching contributions to these plans of
$12.5 million
,
$11.0 million
and
$10.7 million
in 2018, 2017 and 2016, respectively.
Note 6 – Stock-Based Compensation Plans
Effective February 2013, we terminated our two existing stock compensation plans, the Stock Incentive Plan and the Non-Employee Director Stock Compensation Plan, and created a single plan, the 2013 Stock Incentive Plan, to cover all employees and directors (the "Stock Incentive Plan"). The Stock Incentive Plan is used to provide long-term incentive compensation through stock options, restricted share units, performance-based restricted share units and deferred stock units.
Stock Options
Options are granted under the Stock Incentive Plan to officers and other key employees and directors at an exercise price equal to the closing price on the date of grant. For grants prior to April 23, 2007, the exercise price is equal to the fair market value of the shares on the date of grant, which is defined for purposes of the plans as the average of the high and low prices for our common stock on the
10
trading days ending on the date of grant. Unless otherwise determined by the Compensation Committee which administers the plan, options become exercisable at a rate of
25%
after the first year,
50%
after the second year,
75%
after the third year and
100%
after the fourth year from the date of grant. Options granted to officers and employees from 2004 to 2013 expire six years after the date of grant. All options granted to directors and options granted to officers and employees after 2014 expire
ten years
after the date of grant.
We determine the fair value of each grant using the Black-Scholes option pricing model. The weighted-average assumptions for grants made during the years ended
December 31, 2018, 2017 and 2016
are as follows:
Page 68
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
2018
|
2017
|
2016
|
|||||||
|
Dividend yield
|
1.74
|
%
|
2.27
|
%
|
4.08
|
%
|
|||
|
Volatility
|
23.25
|
%
|
23.32
|
%
|
23.41
|
%
|
|||
|
Risk-free interest rate
|
2.45
|
%
|
1.94
|
%
|
1.59
|
%
|
|||
|
Expected lives in years
|
4.2
|
|
4.2
|
|
4.2
|
|
|||
Expected dividend yield is based on our dividend rate. Expected stock volatility was determined based upon the historical volatility for the four year period preceding the date of grant. The risk-free interest rate was based on the yield curve in effect at the time the options were granted, using U.S. constant maturities over the expected life of the option. The expected lives of the awards represents the period of time that options granted are expected to be outstanding.
Activity in our stock option plans for the year ended December 31, 2018 were as follows:
|
Option Activity
|
Number of
Shares (in 000’s) |
Weighted
Average Exercise Price |
Weighted
Average Remaining Life (Years) |
||||||
|
Options outstanding as of January 1, 2018
|
2,550
|
|
$
|
56.45
|
|
||||
|
Granted
|
412
|
|
93.40
|
|
|||||
|
Exercised
|
(450
|
)
|
53.73
|
|
|||||
|
Canceled
|
(102
|
)
|
66.70
|
|
|
||||
|
Options outstanding as of December 31, 2018
|
2,410
|
|
$
|
62.84
|
|
7.10
|
|||
|
Options exercisable as of December 31, 2018
|
1,049
|
|
$
|
56.43
|
|
6.15
|
|||
The weighted-average fair value of options granted during
2018, 2017 and 2016
was
$17.79
,
$12.98
and
$6.52
, respectively. The total fair value of shares vested during
2018, 2017 and 2016
was
$6.5 million
,
$6.3 million
and
$7.8 million
, respectively. The total intrinsic value of options exercised during
2018, 2017 and 2016
was
$17.6 million
,
$16.9 million
and
$14.8 million
, respectively. The total cash received from these option exercises during 2018, 2017 and 2016 was
$24.2 million
,
$31.2 million
and
$31.8 million
, respectively. The tax benefit realized for the tax deductions from option exercises and vesting of restricted stock was
$5.4 million
and
$0.4 million
as of December 31, 2018 and December 31, 2017, respectively. The aggregate intrinsic value of exercisable options was
$16.7 million
,
$29.9 million
and
$15.8 million
as of December 31,
2018, 2017 and 2016
, respectively. As of December 31, 2018, there was
$10.0 million
of total future compensation cost related to unvested share-based awards to be recognized over a weighted-average period of
1.73
years.
Restricted Stock and Performance-Based Restricted Share Units
Restricted share units vest at a rate of
25%
after the first year,
50%
after the second year,
75%
after the third year and
100%
after the fourth year from the date of grant and are subject to forfeiture restrictions which lapse over time. The vesting of performance-based restricted share units is determined in three years based on relative total shareholder return for Crane Co. compared to the S&P Midcap 400 Capital Goods Group, with payout potential ranging from
0%
to
200%
but capped at
100%
if our
three
year total shareholder return is negative.
Included in our share-based compensation was expense recognized for our restricted stock, restricted share unit and performance-based restricted share unit awards of
$15.7 million
,
$13.9 million
and
$13.8 million
in 2018, 2017 and 2016,
respectively. As of December 31, 2018, there was
$23.3 million
of total future compensation cost related to restricted stock, restricted share unit and performance-based restricted share unit awards, to be recognized over a weighted-average period of
1.78
years.
Page 69
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Changes in our restricted stock and restricted share units for the year ended December 31, 2018 were as follows:
|
Restricted Stock and Restricted Share Unit Activity
|
Restricted Stock
and Restricted Share Units (in 000’s) |
Weighted
Average Grant-Date Fair Value |
|||||
|
Restricted Stock and Restricted Share Units as of January 1, 2018
|
670
|
|
$
|
59.69
|
|
||
|
Restricted Share Units granted
|
170
|
|
90.23
|
|
|||
|
Restricted Share Units vested
|
(172
|
)
|
60.84
|
|
|||
|
Restricted Share Units forfeited
|
(30
|
)
|
69.61
|
|
|||
|
Performance-based Restricted Share Units granted
|
63
|
|
111.24
|
|
|||
|
Performance-based Restricted Share Units vested
|
(185
|
)
|
53.10
|
|
|||
|
Performance-based Restricted Share Units forfeited
|
(13
|
)
|
71.89
|
|
|||
|
Restricted Stock and Restricted Share Units as of December 31, 2018
|
503
|
|
$
|
77.58
|
|
||
Note 7 – Income Taxes
Impact of the Tax Cuts and Jobs Act
Enacted on December 22, 2017, the TCJA significantly changed U.S. corporate income tax law and caused us to:
|
•
|
Remeasure our net deferred tax assets to the reduced 21% corporate income tax rate effective January 1, 2018 (“Re-measurement”),
|
|
•
|
Record a one-time transition tax on our previously deferred non-U.S. earnings (“Toll Tax”), and
|
|
•
|
Reassess our assertion regarding the re-investment of our non-US undistributed earnings (“Assertion Tax”).
|
We availed ourselves of the one-year measurement period provided by SAB 118 and have now completed our accounting for the TCJA.
During the years ended December 31, 2018 and 2017, we recorded the following (benefit) provision related to the enactment of the TCJA:
|
Year ended December 31,
|
||||||||
|
(in millions)
|
2018
|
2017
|
||||||
|
Re-measurement
|
$
|
(5.1
|
)
|
$
|
75.0
|
|
||
|
Toll Tax
|
0.7
|
|
8.0
|
|
||||
|
Assertion Tax
|
(0.4
|
)
|
4.0
|
|
||||
|
Total (benefit) provision for income taxes
|
$
|
(4.8
|
)
|
$
|
87.0
|
|
||
Provision for Income Taxes
Our income before taxes is as follows:
|
(in millions) For year ended December 31,
|
2018
|
2017
|
2016
|
|||||||||
|
U.S. operations
|
$
|
296.4
|
|
$
|
270.1
|
|
$
|
63.5
|
|
|||
|
Non-U.S. operations
|
115.0
|
|
97.4
|
|
100.6
|
|
||||||
|
Total
|
$
|
411.4
|
|
$
|
367.5
|
|
$
|
164.1
|
|
|||
Page 70
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Our provision (benefit) for income taxes consists of:
|
(in millions) For the year ended December 31,
|
2018
|
2017
|
2016
|
|||||||||
|
Current:
|
||||||||||||
|
U.S. federal tax
|
$
|
9.3
|
|
$
|
58.4
|
|
$
|
38.7
|
|
|||
|
U.S. state and local tax
|
4.9
|
|
5.0
|
|
5.1
|
|
||||||
|
Non-U.S. tax
|
14.0
|
|
29.3
|
|
21.6
|
|
||||||
|
Total current
|
28.2
|
|
92.7
|
|
65.4
|
|
||||||
|
Deferred:
|
||||||||||||
|
U.S. federal tax
|
35.7
|
|
99.2
|
|
(28.0
|
)
|
||||||
|
U.S. state and local tax
|
2.0
|
|
0.1
|
|
1.5
|
|
||||||
|
Non-U.S. tax
|
10.0
|
|
3.0
|
|
1.4
|
|
||||||
|
Total deferred
|
47.7
|
|
102.3
|
|
(25.1
|
)
|
||||||
|
Total provision for income taxes
|
$
|
75.9
|
|
$
|
195.0
|
|
$
|
40.3
|
|
|||
A reconciliation of the statutory U.S. federal tax rate to our effective tax rate is as follows:
|
For the year ended December 31,
|
2018
|
2017
|
2016
|
||||||
|
Statutory U.S. federal tax rate
|
21.0
|
%
|
35.0
|
%
|
35.0
|
%
|
|||
|
Increase (reduction) from:
|
|||||||||
|
Income taxed at non-U.S. rates
|
(0.2
|
)%
|
(0.5
|
)%
|
(7.4
|
)%
|
|||
|
Non-U.S. income inclusion, net of tax credits
|
(2.3
|
)%
|
(1.6
|
)%
|
(1.0
|
)%
|
|||
|
State and local taxes, net of federal benefit
|
1.4
|
%
|
1.0
|
%
|
3.1
|
%
|
|||
|
U.S. research and development tax credit
|
(0.7
|
)%
|
(1.0
|
)%
|
(3.2
|
)%
|
|||
|
U.S. domestic manufacturing deduction
|
(0.3
|
)%
|
(1.6
|
)%
|
(3.2
|
)%
|
|||
|
Effect of the enactment of the TCJA
|
(0.8
|
)%
|
23.8
|
%
|
—
|
%
|
|||
|
U.S. deduction for foreign - derived intangible income
|
(1.1
|
)%
|
—
|
%
|
—
|
%
|
|||
|
Global intangible low taxed income
|
2.2
|
%
|
—
|
%
|
—
|
%
|
|||
|
Other
|
(0.8
|
)%
|
(2.0
|
)%
|
1.3
|
%
|
|||
|
Effective tax rate
|
18.4
|
%
|
53.1
|
%
|
24.6
|
%
|
|||
As of December 31, 2018, we have made the following determinations with regards to our non-U.S. earnings:
|
(in millions)
|
Permanently reinvested
|
Not permanently reinvested
|
||||||
|
Amount of earnings
|
$
|
232.4
|
|
$
|
1,168.7
|
|
||
|
Associated tax
|
NA *
|
|
$
|
7.5
|
|
|||
* Determination of U.S. income taxes and non-U.S. withholding taxes due upon repatriation of this $232 million of earnings is not practicable because the amount of such taxes depends upon circumstances existing in numerous taxing jurisdictions at the time the remittance occurs.
During the fourth quarter of 2016, we adopted the FASB's amended guidance related to employee share-based payment accounting. The primary impact of adoption was the recognition of excess tax benefits in our provision for income taxes rather than capital surplus. We had excess tax benefits from share-based compensation of
$5.4 million
,
$4.3 million
and
$0.4 million
in 2018, 2017 and 2016, respectively, which were reflected as reductions in our provision for income taxes in 2018, 2017 and 2016.
During 2018, 2017 and 2016, tax provision (benefit) of
$(7.1) million
,
$3.5 million
and
$(8.4) million
, respectively, related to changes in pension and post-retirement plan assets and benefit obligations, were recorded to accumulated other comprehensive loss.
Page 71
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Deferred Taxes and Valuation Allowances
The components of deferred tax assets and liabilities included on our Consolidated Balance Sheets are as follows:
|
(in millions) December 31,
|
2018
|
2017
|
||||||
|
Deferred tax assets:
|
||||||||
|
Asbestos-related liabilities
|
$
|
110.0
|
|
$
|
127.0
|
|
||
|
Tax loss and credit carryforwards
|
124.8
|
|
104.2
|
|
||||
|
Pension and post-retirement benefits
|
50.2
|
|
41.6
|
|
||||
|
Inventories
|
20.8
|
|
18.3
|
|
||||
|
Accrued bonus and stock-based compensation
|
11.5
|
|
11.5
|
|
||||
|
Environmental reserves
|
6.2
|
|
8.0
|
|
||||
|
Restructuring reserves
|
3.0
|
|
6.4
|
|
||||
|
Warranty
|
5.8
|
|
4.9
|
|
||||
|
Insurance
|
3.1
|
|
2.9
|
|
||||
|
Compensated Absences
|
6.2
|
|
4.8
|
|
||||
|
Total
|
$
|
341.6
|
|
$
|
329.6
|
|
||
|
Less: valuation allowance
|
124.3
|
|
123.0
|
|
||||
|
Total deferred tax assets, net of valuation allowance
|
$
|
217.3
|
|
$
|
206.6
|
|
||
|
Deferred tax liabilities:
|
||||||||
|
Basis difference in fixed assets
|
$
|
(53.7
|
)
|
$
|
(6.0
|
)
|
||
|
Basis difference in intangible assets
|
(176.0
|
)
|
(116.9
|
)
|
||||
|
Other
|
(22.0
|
)
|
(24.4
|
)
|
||||
|
Total deferred tax liabilities
|
$
|
(251.7
|
)
|
$
|
(147.3
|
)
|
||
|
Net deferred tax asset (liability)
|
$
|
(34.4
|
)
|
$
|
59.3
|
|
||
|
Balance sheet classification:
|
||||||||
|
Long-term deferred tax assets
|
18.8
|
|
104.2
|
|
||||
|
Long-term deferred tax liability
|
(53.2
|
)
|
(44.9
|
)
|
||||
|
Net deferred tax asset (liability)
|
$
|
(34.4
|
)
|
$
|
59.3
|
|
||
As of
December 31, 2018
, we had U.S. federal, U.S. state and non-U.S. tax loss and credit carryforwards that will expire, if unused, as follows:
|
(in millions)
Year of expiration |
U.S.
Federal Tax Credits |
U.S.
Federal Tax Losses |
U.S.
State Tax Credits |
U.S.
State Tax Losses |
Non-
U.S. Tax Losses |
Total
|
||||||||||||||||||
|
2019-2023
|
$
|
2.8
|
|
$
|
—
|
|
$
|
2.6
|
|
$
|
56.5
|
|
$
|
45.6
|
|
|||||||||
|
After 2023
|
1.0
|
|
0.9
|
|
4.2
|
|
815.0
|
|
4.4
|
|
||||||||||||||
|
Indefinite
|
0.8
|
|
27.3
|
|
22.1
|
|
2.1
|
|
181.1
|
|
|
|||||||||||||
|
Total tax carryforwards
|
$
|
4.6
|
|
$
|
28.2
|
|
$
|
28.9
|
|
$
|
873.6
|
|
$
|
231.1
|
|
|
||||||||
|
Deferred tax asset on tax carryforwards
|
$
|
4.6
|
|
$
|
5.9
|
|
$
|
22.9
|
|
$
|
45.8
|
|
$
|
45.5
|
|
$
|
124.7
|
|
||||||
|
Valuation allowance on tax carryforwards
|
(2.9
|
)
|
(0.2
|
)
|
(20.2
|
)
|
(45.1
|
)
|
(32.8
|
)
|
(101.2
|
)
|
||||||||||||
|
Net deferred tax asset on tax carryforwards
|
$
|
1.7
|
|
$
|
5.7
|
|
$
|
2.7
|
|
$
|
0.7
|
|
$
|
12.7
|
|
$
|
23.5
|
|
||||||
As of December 31, 2018 and 2017, we determined that it was more likely than not that
$101.2 million
and
$99.7 million
, respectively, of our deferred tax assets related to tax loss and credit carryforwards will not be realized. As a result, we recorded a valuation allowance against these deferred tax assets. We also determined that it is more likely than not that a portion of the benefit related to U.S. state and non-U.S. deferred tax assets other than tax loss and credit carryforwards will not be realized. Accordingly, as of December 31, 2018 and 2017, a valuation allowance of
$23.1 million
and
$23.3 million
, respectively, was established against these U.S. state and non-U.S. deferred tax assets. Our total valuation allowance as of December 31, 2018 and 2017 was
$124.3 million
and
$123.0 million
, respectively.
Page 72
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Unrecognized Tax Benefits
A reconciliation of the beginning and ending amount of our gross unrecognized tax benefits, excluding interest and penalties, is as follows:
|
(in millions)
|
2018
|
2017
|
2016
|
|||||||||
|
Balance of liability as of January 1,
|
$
|
46.4
|
|
$
|
46.5
|
|
$
|
45.2
|
|
|||
|
Increase as a result of tax positions taken during a prior year
|
4.6
|
|
2.5
|
|
0.5
|
|
||||||
|
Decrease as a result of tax positions taken during a prior year
|
(1.5
|
)
|
(1.5
|
)
|
(7.3
|
)
|
||||||
|
Increase as a result of tax positions taken during the current year
|
3.1
|
|
5.2
|
|
10.3
|
|
||||||
|
Decrease as a result of settlements with taxing authorities
|
(1.1
|
)
|
(0.3
|
)
|
(1.2
|
)
|
||||||
|
Reduction as a result of a lapse of the statute of limitations
|
(9.5
|
)
|
(6.0
|
)
|
(1.0
|
)
|
||||||
|
Balance of liability as of December 31,
|
$
|
42.0
|
|
$
|
46.4
|
|
$
|
46.5
|
|
|||
As of December 31, 2018, 2017 and 2016, the amount of our unrecognized tax benefits that, if recognized, would affect our effective tax rate were
$43.1 million
,
$49.2 million
, and
$47.6 million
, respectively. The difference between these amounts and those reflected in the table above relates to (1) offsetting tax effects from other tax jurisdictions, and (2) interest expense, net of deferred taxes, and (3) unrecognized tax benefits whose reversals would be recorded to goodwill.
We recognize interest and penalties related to unrecognized tax benefits as a component of our income tax expense. During the years ended December 31, 2018, 2017 and 2016, we recognized interest and penalty expense of
$0.7 million
,
$0.3 million
, and
$0.4 million
, respectively, in our Consolidated Statements of Operations. As of December 31, 2018 and 2017, we had accrued
$7.2 million
and
$6.5 million
, respectively, of interest and penalties related to unrecognized tax benefits on our Consolidated Balance Sheets.
During the next twelve months, it is reasonably possible that our unrecognized tax benefits could change by
$6.8 million
due to settlements of income tax examinations, the expiration of statutes of limitations or other resolution of uncertainties. However, if the ultimate resolution of income tax examinations results in amounts that differ from this estimate, we will record additional income tax expense or benefit in the period in which such matters are effectively settled.
Income Tax Examinations
Our income tax returns are subject to examination by the U.S. federal, U.S. state and local, and non-U.S. tax authorities.
Our federal income tax returns for the years 2015 through 2017 remain subject to examination by the IRS. In addition, acquired subsidiaries’ federal tax carryforwards (2007 through 2012) remain subject to IRS examination.
With few exceptions, we are no longer subject to U.S. state and local or non-U.S. income tax examinations for years before 2011. Currently, we and our subsidiaries are under examination in various jurisdictions, including Germany (2013 through 2015) and Canada (2013 through 2015). During 2018, the income tax examination of our 2015 through 2017 Japanese tax returns was completed, resulting in a minimal assessment.
Note 8 - Contract Assets and Contract Liabilities
We report contract assets, which are included within “Other current assets” on our Consolidated Balance Sheets, and contract liabilities, which are included within “Accrued liabilities” on our Consolidated Balance Sheets, on a contract-by-contract net basis at the end of each reporting period. Net contract assets and contract liabilities consisted of the following:
|
(in millions)
|
December 31, 2018
|
January 1,
2018
|
|||||
|
Contract assets
|
$
|
54.9
|
|
$
|
22.1
|
|
|
|
Contract liabilities
|
$
|
50.8
|
|
$
|
21.1
|
|
|
During 2018, contract assets and contract liabilities increased
$32.8 million
and
$29.7 million
, respectively, primarily due to the acquisition of Crane Currency.
During 2018, we recognized
$19.8 million
related to the opening balance of contract liabilities as of January 1, 2018.
See Note 1, “Nature of Operations and Significant Accounting Policies” for further details.
Page 73
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 9 – Accrued Liabilities
Accrued liabilities consist of:
|
(in millions) December 31,
|
2018
|
2017
|
|||||
|
Employee related expenses
|
$
|
124.7
|
|
$
|
99.1
|
|
|
|
Warranty
|
18.2
|
|
14.6
|
|
|||
|
Contract liabilities
|
50.8
|
|
27.0
|
|
|||
|
Other
|
143.4
|
|
111.4
|
|
|||
|
Total
|
$
|
337.1
|
|
$
|
252.1
|
|
|
We accrue warranty liabilities when it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. Warranty provision is included in cost of sales in our Consolidated Statements of Operations.
A summary of the warranty liabilities is as follows:
|
(in millions) December 31,
|
2018
|
2017
|
|||||
|
Balance at beginning of period
|
$
|
14.6
|
|
$
|
15.5
|
|
|
|
Expense
|
14.6
|
|
13.4
|
|
|||
|
Changes due to acquisitions/divestitures
|
1.1
|
|
0.1
|
|
|||
|
Payments / deductions
|
(12.0
|
)
|
(14.7
|
)
|
|||
|
Currency translation
|
(0.1
|
)
|
0.3
|
|
|||
|
Balance at end of period
|
$
|
18.2
|
|
$
|
14.6
|
|
|
Note 10 – Other Liabilities
|
(in millions) December 31,
|
2018
|
2017
|
||||||
|
Environmental
|
$
|
22.3
|
|
$
|
31.9
|
|
||
|
Other
|
62.3
|
|
75.8
|
|
||||
|
|
$
|
84.6
|
|
$
|
107.7
|
|
||
Note 11 - Commitments and Contingencies
Leases
We lease certain facilities, vehicles and equipment. Future minimum payments, by year and in the aggregate, under leases with initial or remaining terms of one year or more consisted of the following as of
December 31, 2018
:
|
(in millions)
|
Operating
Leases
|
|||
|
2019
|
$
|
23.4
|
|
|
|
2020
|
19.6
|
|
||
|
2021
|
17.0
|
|
||
|
2022
|
14.2
|
|
||
|
2023
|
12.4
|
|
||
|
Thereafter
|
60.7
|
|
||
|
Total minimum lease payments
|
$
|
147.3
|
|
|
Rental expense was
$33.8
million,
$26.6
million and
$25.4
million for 2018, 2017 and 2016, respectively.
In the third quarter of 2017, we entered into a
seven
year lease for a used airplane which includes a maximum residual value guarantee of
$11.1 million
by us if the fair value of the airplane is less than
$14.4 million
at the end of the lease term. In the third quarter of 2017, we made payments of
$6.7 million
related to the termination and residual value guarantee of a previous airplane lease. These payments were previously accrued, over the life of the former lease and reported within “Other” in the “Total provided by operating activities” on our Consolidated Statements of Cash Flows.
Page 74
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Asbestos Liability
Information Regarding Claims and Costs in the Tort System
As of December 31, 2018, 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:
|
For the year ended December 31,
|
2018
|
2017
|
2016
|
|||||
|
Beginning claims
|
32,234
|
|
36,052
|
|
41,090
|
|
||
|
New claims
|
2,434
|
|
2,819
|
|
2,826
|
|
||
|
Settlements
|
(1,011
|
)
|
(1,038
|
)
|
(924
|
)
|
||
|
Dismissals
|
(4,568
|
)
|
(5,599
|
)
|
(6,940
|
)
|
||
|
Ending claims
|
29,089
|
|
32,234
|
|
36,052
|
|
||
Of the
29,089
pending claims as of December 31, 2018, approximately
18,000
claims were pending in New York, approximately
100
claims were pending in Texas, approximately
400
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.
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. The settlement was reflected in the second quarter 2018 indemnity amount.
On August 17, 2011, a New York City state court jury found us responsible for a
99%
share of a
$32 million
verdict on the
Ronald Dummitt
claim. We filed post-trial motions seeking to overturn the verdict, to grant a new trial, or to reduce the damages, which we argued were excessive under New York appellate case law governing awards for non-economic losses. The Court held oral argument on these motions on October 18, 2011 and issued a written decision on August 21, 2012 confirming the jury’s liability findings but reducing the award of damages to
$8 million
. At plaintiffs’ request, the Court entered a judgment in the amount of
$4.9 million
against us, taking into account settlement offsets and accrued interest under New York law. We appealed, and the judgment was affirmed in a 3-2 decision and order dated July 3, 2014. We appealed to the New York Court of Appeals. The court heard oral arguments on May 3, 2016 and affirmed the judgment in a decision dated June 28, 2016. The judgment, with interest, in the amount of
$6.6 million
was paid in the third quarter 2016.
On October 23, 2012, we received an adverse verdict in the
Gerald Suttner
claim in Buffalo, New York. The jury found that we were responsible for
4%
of plaintiffs’ damages of
$3 million
. We filed post-trial motions requesting judgment in our favor notwithstanding the jury’s verdict, which were denied. The court entered a judgment of
$0.1 million
against us. We appealed, and the judgment was affirmed by order dated March 21, 2014. We sought reargument of this decision, which was denied. We sought review before the New York Court of Appeals, which was accepted in the fourth quarter of 2014. The court heard oral arguments on May 3, 2016 and affirmed the judgment in a decision dated June 28, 2016. The judgment, with interest, in the amount of
$0.2 million
was paid in the third quarter of 2016.
On February 25, 2013, a Philadelphia, Pennsylvania, state court jury found us responsible for a 1/10th share of a
$2.5 million
verdict in the
Thomas Amato
claim and a 1/5th share of a
$2.3 million
verdict in the
Frank Vinciguerra
claim, which were consolidated for trial. We filed post-trial motions requesting judgments in our favor notwithstanding the jury’s verdicts or new trials, and also requesting that settlement offsets be applied to reduce the judgment in accordance with Pennsylvania law. These motions were denied. We appealed, and on April 17, 2015, a panel of the Superior Court of Pennsylvania affirmed the trial court’s ruling. The Supreme Court of Pennsylvania accepted our petition for review and heard oral arguments on September 13, 2016. On November 22, 2016, the Court dismissed our appeal as improvidently granted. We paid the
Vinciguerra
judgment in
Page 75
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
the amount of
$0.6 million
in the fourth quarter 2016. We paid the
Amato
judgment, with interest, in the amount of
$0.3 million
in the second quarter of 2017.
On March 1, 2013, a New York City state court jury entered a
$35 million
verdict against us in the
Ivo Peraica
claim. We filed post-trial motions seeking to overturn the verdict, to grant a new trial, or to reduce the damages, which we argue was excessive under New York appellate case law governing awards for non-economic losses and further were subject to settlement offsets. After the trial court remitted the verdict to
$18 million
, but otherwise denied our post-trial motion, judgment was entered against us in the amount of
$10.6 million
(including interest). We appealed. We took a separate appeal of the trial court’s denial of our summary judgment motion. The Court consolidated the appeals, which were heard in the fourth quarter of 2014. In July 2016, we supplemented our briefing based on the New York Court of Appeals
Dummitt/Suttner
decision. On October 6, 2016, a panel of the Appellate Division, First Department, affirmed the rulings of the trial court on liability issues but further reduced the damages award to
$4.25 million
, which after settlement offsets was calculated to be
$1.94 million
. Plaintiff had the option of accepting the reduced amount or having a new trial on damages. We filed a motion with the Appellate Division requesting a rehearing on liability issues. The motion was denied. The New York Court of Appeals also denied review. We paid the
Peraica
judgment in the amount of
$2.7 million
in the first quarter of 2017.
On July 31, 2013, a Buffalo, New York state court jury entered a
$3.1 million
verdict against us in the
Lee Holdsworth
claim. We filed post-trial motions seeking to overturn the verdict, to grant a new trial, or to reduce the damages, which we argued were excessive under New York appellate case law governing awards for non-economic losses and further were subject to settlement offsets. Post-trial motions were denied, and the court entered judgment in the amount of
$1.7 million
. On June 12, 2015, the Appellate Division, Fourth Department, affirmed the trial court’s ruling denying our motion for summary judgment. The court denied reargument of that ruling. We pursued a further appeal of the trial court rulings and judgment, which was argued on May 16, 2016. On July 8, 2016, the Court vacated the judgment and granted us a new trial on the issue of whether we are subject to joint-and-several liability under New York law. Plaintiff filed a motion to enter judgment in the trial court in the amount allegedly unaffected by the appellate ruling, approximately
$1.0 million
, and we opposed the motion. We settled the matter. The settlement was reflected in the fourth quarter 2016 indemnity amount.
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. That payment is reflected in the fourth quarter 2018 indemnity amount.
On June 16, 2014, a New York City state court jury entered a
$15 million
verdict against us in the
Ivan Sweberg
claim and a
$10 million
verdict against us in the
Selwyn Hackshaw
claim. The two claims were consolidated for trial. We filed post-trial motions seeking to overturn the verdicts, to grant new trials, or to reduce the damages, which were denied, except that the Court reduced the
Sweberg
award to
$10 million
, and reduced the
Hackshaw
award to
$6 million
. Judgments were entered in the amount of
$5.3 million
in
Sweberg
and
$3.1 million
in
Hackshaw
. We appealed. Oral argument on
Sweberg
took place on February 16, 2016, and oral argument on
Hackshaw
took place on March 9, 2016. On October 6, 2016, two panels of the Appellate Division, First Department, affirmed the rulings of the trial court on liability issues but further reduced the
Sweberg
damages award to
$9.5 million
and further reduced the
Hackshaw
damages award to
$3 million
, which after settlement offsets are calculated to be
$4.73 million
in
Sweberg
and
$0
in
Hackshaw
. Plaintiffs were given the option of accepting the reduced awards or having new trials on damages. Plaintiffs subsequently brought an appeal in
Hackshaw
before the New York Court of Appeals, which the Court denied. We filed a motion with the Appellate Division requesting a rehearing on liability issues in
Sweberg
. That motion was denied. The New York Court of Appeals also denied review. We paid in the first quarter of 2017 the
Sweberg
plaintiffs
$5.7 million
, which was the amount owed under this judgment. No damages were owed in
Hackshaw
.
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. The settlement was reflected in the second quarter 2018 indemnity amount.
Page 76
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
On February 9, 2016, a Philadelphia, Pennsylvania, federal court jury found us responsible for a
30%
share of a
$1.085 million
verdict in the
Valent Rabovsky
claim. The court ordered briefing on the amount of the judgment. We argued, among other things, that settlement offsets reduce the award to plaintiff under Pennsylvania law. A further hearing was held April 26, 2016, after which the court denied our request and entered judgment in the amount of
$0.4 million
. We filed post-trial motions, which were denied in two decisions issued on August 26, 2016 and September 28, 2016. We are pursuing an appeal to the Third Circuit Court of Appeals, which was argued on June 12, 2017. On September 27, 2017, the Court entered an order asking the Supreme Court of Pennsylvania to decide one of the issues raised in our appeal. The Supreme Court of Pennsylvania accepted the request, and we settled the matter. The settlement was reflected in the fourth quarter 2017 indemnity amount.
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. The settlement was reflected in the second quarter 2018 indemnity amount.
On June 30, 2017, a New York City state court jury entered a
$20 million
verdict against us in the
Geoffrey Anisansel
claim. We settled the matter in August 2017. The settlement was reflected in the third quarter 2017 indemnity amount.
Such judgment amounts were not included in our incurred costs until all available appeals are exhausted and the final payment amount is determined.
The gross settlement and defense costs incurred (before insurance recoveries and tax effects) by us for the years ended December 31, 2018, 2017 and 2016 totaled
$88.8 million
,
$88.3 million
and
$73.5 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 years ended December 31, 2018, 2017 and 2016 totaled
$63.9 million
,
$62.5 million
and
$56.0 million
, respectively. Detailed below are the comparable amounts for the periods indicated.
|
(in millions)
|
|||||||||||
|
For the year ended December 31,
|
2018
|
2017
|
2016
|
||||||||
|
Settlement / indemnity costs incurred *
|
$
|
63.0
|
|
$
|
51.8
|
|
$
|
30.5
|
|
||
|
Defense costs incurred *
|
25.8
|
|
36.5
|
|
43.0
|
|
|||||
|
Total costs incurred
|
$
|
88.8
|
|
$
|
88.3
|
|
$
|
73.5
|
|
||
|
Settlement / indemnity payments
|
$
|
61.5
|
|
$
|
51.7
|
|
$
|
32.4
|
|
||
|
Defense payments
|
26.5
|
|
38.9
|
|
43.7
|
|
|||||
|
Insurance receipts
|
(24.1
|
)
|
(28.1
|
)
|
(20.1
|
)
|
|||||
|
Pre-tax cash payments
|
$
|
63.9
|
|
$
|
62.5
|
|
$
|
56.0
|
|
||
* 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 December 31, 2018, we have resolved (by settlement or dismissal) approximately
136,000
claims. The related settlement cost incurred by us and our insurance carriers is approximately
$600 million
, for an average settlement cost per resolved claim of approximately
$4,400
. The average settlement cost per claim resolved during the years ended December 31, 2018, 2017 and 2016 was
$11,300
,
$7,800
, and
$3,900
, 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 Consolidated Financial Statements”.
Page 77
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Effects on the 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 covering 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 take into account 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.
Effective as of December 31, 2016, we extended our estimate of the asbestos liability, including the 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 generally accepted end point of such claims in 2059. Our previous estimate was for asbestos claims filed or projected to be filed through 2021. 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
$227 million
as of December 31, 2016. This action was based on several factors which contribute to our ability to reasonably estimate this liability through 2059. First, the number of mesothelioma claims (which, although constituting approximately
10%
of our total pending asbestos claims, have consistently accounted for approximately
90%
of our aggregate settlement and defense costs) being filed against us and associated settlement costs have stabilized. Second, there have been generally favorable developments in the trend of case law, which has been a contributing factor in stabilizing the asbestos claims activity and related settlement costs. Third, there have been significant actions taken by certain state legislatures and courts that have reduced the number and types of claims that can proceed to trial, which has been a significant factor in stabilizing the asbestos claims activity. Fourth, recent court decisions in certain jurisdictions have provided additional clarity regarding the nature of claims that may proceed to trial in those jurisdictions and greater predictability regarding future claim activity. Fifth, we have coverage-in-place agreements with almost all of our excess insurers, which enables us to project a stable relationship between settlement and defense costs paid by us and reimbursements from our insurers. Sixth, annual settlements with respect to groups of cases with certain plaintiff firms have
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
helped to stabilize indemnity payments and defense costs. Taking these factors into account, we believe that we can reasonably estimate the asbestos liability for pending claims and future claims to be filed through 2059.
Management has made its best estimate of the costs through 2059. Through December 31, 2018, 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 December 31, 2018.
A liability of
$696 million
was recorded as of December 31, 2016 to cover the estimated cost of asbestos claims now pending or subsequently asserted through 2059, of which approximately
80%
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
$517 million
as of December 31, 2018. 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 December 31, 2018 was
$66 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.
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 of 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 one of our solvent excess insurers whose policies are expected to respond to the aggregate costs included in the liability estimate. That insurer, which issued a single applicable policy, has been paying the shares of defense and indemnity costs we have allocated to it, subject to a reservation of rights. 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 liability estimate referenced above, we also developed an 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 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, 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, 2016 (for claims filed or expected to be filed through 2059), the insurance consultant’s model forecasted that approximately
21%
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, those overall limits were not reached by the total estimated liability currently recorded by us, and such overall limits did not influence us in our determination of the asset amount to record. The proportion of the asbestos liability that is allocated to
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
certain insurance coverage years, however, exceeds the limits of available insurance in those years. 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
$143 million
was recorded as of December 31, 2016 representing the probable insurance reimbursement for such claims expected through 2059. The asset is reduced as reimbursements and other payments from insurers are received. The asset was
$91 million
as of December 31, 2018.
We review the aforementioned 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 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.
Other Contingencies
Environmental Matters
For environmental matters, we record a liability for estimated remediation costs when it is probable that we will be responsible for such costs and they can be reasonably estimated. Generally, third party specialists assist in the estimation of remediation costs. The environmental remediation liability as of December 31, 2018 is substantially related to the former manufacturing sites in Goodyear, Arizona (the “Goodyear Site”) discussed below.
Goodyear Site
The Goodyear Site was operated by Unidynamics/Phoenix, Inc. (“UPI”), which became an indirect subsidiary of us in 1985 when we acquired UPI’s parent company, Unidynamics Corporation. UPI manufactured explosive and pyrotechnic compounds, including components for critical military programs, for the U.S. government at the Goodyear Site from 1962 to 1993, under contracts with the Department of Defense and other government agencies and certain of their prime contractors. In 1990, the U.S. Environmental Protection Agency (“EPA”) issued administrative orders requiring UPI to design and carry out certain remedial actions, which UPI has done. Groundwater extraction and treatment systems have been in operation at the Goodyear Site since 1994. On July 26, 2006, we entered into a consent decree with the EPA with respect to the Goodyear Site providing for, among other things, a work plan for further investigation and remediation activities (inclusive of a supplemental remediation investigation and feasibility study). During the third quarter of 2014, the EPA issued a Record of Decision amendment permitting, among other things, additional source area remediation resulting in us recording a charge of
$49.0 million
, extending the accrued costs through 2022. The total estimated gross liability was
$33.1 million
as of December 31, 2018, and as described below, a portion is reimbursable by the U.S. Government. The current portion of the total estimated
Page 80
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
liability was
$10.9 million
as of December 31, 2018 and represents our best estimate, in consultation with our technical advisors, of total remediation costs expected to be paid during the twelve month period.
It is not possible at this point to reasonably estimate the amount of any obligation in excess of our current accruals through the 2022 forecast period because of the aforementioned uncertainties, in particular, the continued significant changes in the Goodyear Site conditions and additional expectations of remediation activities experienced in recent years.
On July 31, 2006, we entered into a consent decree with the U.S. Department of Justice on behalf of the Department of Defense and the Department of Energy pursuant to which, among other things, the U.S. Government reimburses us for
21%
of qualifying costs of investigation and remediation activities at the Goodyear Site. As of December 31, 2018, we have recorded a receivable of
$6.7 million
for the expected reimbursements from the U.S. Government in respect of the aggregate liability as at that date. The receivable is reduced as reimbursements and other payments from the U.S. Government are received.
Other Environmental Matters
We have been identified as a potentially responsible party (“PRP”) with respect to environmental contamination at the Crab Orchard National Wildlife Refuge Superfund Site (the “Crab Orchard Site”). The Crab Orchard Site is located near Marion, Illinois, and consists of approximately
55,000
acres. Beginning in 1941, the United States used the Crab Orchard Site for the production of ordnance and other related products for use in World War II. In 1947, about half of the Crab Orchard Site was leased to a variety of industrial tenants whose activities (which continue to this day) included manufacturing ordnance and explosives. A predecessor of us formerly leased portions of the Crab Orchard Site and conducted manufacturing operations at the Crab Orchard Site from 1952 until 1964. General Dynamics Ordnance and Tactical Systems, Inc. (“GD-OTS”) is in the process of conducting a remedial investigation and feasibility study for a portion of the Crab Orchard Site (referred to as the “AUS-OU”), which includes an area where we maintained operations, pursuant to an Administrative Order on Consent. A remedial investigation report was approved in February 2015, and work on the feasibility study is underway. It is unclear when the final feasibility study will be completed, or when a final Record of Decision may be issued.
GD-OTS has asked us to participate in a voluntary cost allocation/mediation exercise with respect to response costs it has incurred or will incur with respect to the AUS-OU. We, along with a number of other PRPs that were contacted, initially declined, but in light of the ongoing investigative activities, and the willingness of the U.S. government to participate in a mediation proceeding, we and a number of PRPs have agreed to participate in a non-binding mediation process. We and other PRPs executed a mediation agreement on March 16, 2015, and the U.S. government, following the resolution of an inter-agency dispute, executed the mediation agreement on August 6, 2015. The participants have selected a mediator, have exchanged relevant information, and have agreed upon a framework for the mediation to address the numerous sub-areas at the Site in a coherent fashion. The first phase of the mediation, involving former munitions or ordnance storage areas, began in November 2017, and a second mediation session took place in March 2018. A further mediation session has not yet been scheduled. We at present cannot predict whether this mediation proceeding will result in an agreement, or when any determination of the allocable share of the various PRPs, including the U.S. Government, is likely to be completed. Although a loss is probable, it is not possible at this time to reasonably estimate the amount of any obligation for remediation of the Crab Orchard Site because the allocation among PRPs, selection of remediation alternatives, and concurrence of regulatory authorities have not yet advanced to the stage where a reasonable estimate can be made. We notified our insurers of this potential liability and have obtained coverage, subject to reservations of rights, under certain of our insurance policies.
Other Proceedings
We regularly review the status of lawsuits, claims and proceedings that have been or may be asserted against us relating to the conduct of our business, including those pertaining to product liability, patent infringement, commercial, employment, employee benefits, environmental and stockholder matters. We record a provision for a liability for such matters when it is considered probable that a liability has been incurred and the amount of the loss can be reasonably estimated. These provisions, if any, are reviewed quarterly and adjusted as additional information becomes available. If either or both of the criteria are not met, we assess whether there is at least a reasonable possibility that a loss, or additional losses, may have been incurred. If there is a reasonable possibility that a loss or additional loss may have been incurred for such matters, we disclose the estimate of the amount of loss or range of loss, discloses that the amount is immaterial, or discloses that an estimate of loss cannot be made, as applicable. We believe that as of December 31, 2018, there was no reasonable possibility that a material loss, or any additional material losses, may have been incurred for such matters, and that adequate provision has been made in our financial statements for the potential impact of all such matters.
Page 81
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 12 – Financing
Commercial paper program
-
On March 2, 2015, we entered into a commercial paper program (the “CP Program”) from which we may issue short-term, unsecured commercial paper notes (the “Notes”) pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended. Amounts available under the CP Program may be borrowed, repaid and re-borrowed from time to time, with the aggregate principal amount of the Notes outstanding under the CP Program at any time not to exceed
$500 million
. The Notes have maturities of up to 397 days from date of issue. The Notes rank at least
pari passu
with all of our other unsecured and unsubordinated indebtedness. As of December 31, 2017, there were no outstanding borrowings. In January 2018, we issued
$340 million
under the CP Program to fund the acquisition of Crane Currency. On October 23, 2018, we increased the size of our commercial paper program to permit the issuance of commercial paper notes in an aggregate principal amount not to exceed
$550 million
at any time outstanding. As of December 31, 2018, there were no borrowings outstanding under the CP Program.
Revolving Credit Facility
-
In December 2017, we entered into a
$550 million
five year revolving credit agreement (the “2017 Facility”), which replaced an existing
$500 million
revolving credit facility. The 2017 Facility allows us to borrow, repay, or to the extent permitted by the agreement, prepay and re-borrow funds at any time prior to the stated maturity date. The loan proceeds may be used for general corporate purposes including financing for acquisitions. Interest is based on, at our option, (1) a base rate, plus a margin ranging from
0.0%
to
0.50%
depending upon the ratings by S&P and Moody’s of our senior unsecured long-term debt (the "Index Debt Rating"), or (2) an adjusted LIBOR for an interest period to be selected by us, plus a margin ranging from
0.805%
to
1.50%
depending upon the Index Debt Rating. The 2017 Facility contains customary affirmative and negative covenants for credit facilities of this type, including limitations on us and our subsidiaries with respect to indebtedness, liens, mergers, consolidations, liquidations and dissolutions, sales of all or substantially all assets, transactions with affiliates and hedging arrangements. We must also maintain a debt to capitalization ratio not to exceed
0.65
to
1.00
at all times. The 2017 Facility also provides for customary events of default, including failure to pay principal, interest or fees when due, failure to comply with covenants, any representation or warranty made by us or any of our material subsidiaries being false in any material respect, default under certain other material indebtedness, certain insolvency or receivership events affecting us and our material subsidiaries, certain ERISA events, material judgments and a change in control of the Company. As of December 31, 2018, there were no outstanding borrowings under the 2017 Facility.
The following table summarizes our current maturities of long-term debt as of December 31, 2018 and 2017:
|
(in millions) December 31,
|
2018
|
2017
|
||||||
|
Syndicated loan facility (€71.1 million principal value)
|
$
|
5.3
|
|
$
|
—
|
|
||
|
Building loan facility (€23.3 million principal value)
|
1.6
|
|
—
|
|
||||
|
2.75% notes due December 2018
|
—
|
|
250.0
|
|
||||
|
Other deferred financing costs associated with credit facilities
|
—
|
|
(0.6
|
)
|
||||
|
Total current maturities of long-term debt
|
$
|
6.9
|
|
$
|
249.4
|
|
||
2.75% notes due December 2018
-
In December 2013, we issued five year notes having an aggregate principal amount of
$250 million
. We issued a notice of redemption on February 7, 2018, with an effective date of March 7, 2018. In March 2018, we used the net proceeds from a public offering of
$350 million
aggregate principal amount of
4.20%
Senior Notes to redeem the
$250 million
of outstanding
2.75%
notes due in December 2018.
The following table summarizes our long-term debt as of December 31, 2018 and 2017:
|
(in millions) December 31,
|
2018
|
2017
|
||||||
|
4.45% notes due December 2023
|
$
|
298.6
|
|
$
|
298.4
|
|
||
|
6.55% notes due November 2036
|
198.2
|
|
198.1
|
|
||||
|
4.20% notes due March 2048
|
345.9
|
|
—
|
|
||||
|
Syndicated loan facility (€71.1 million principal value)
|
76.1
|
|
—
|
|
||||
|
Building loan facility (€23.3 million principal value)
|
25.1
|
|
—
|
|
||||
|
Other deferred financing costs associated with credit facilities
|
(1.6
|
)
|
(2.4
|
)
|
||||
|
Total long-term debt
(a)
|
$
|
942.3
|
|
$
|
494.1
|
|
||
|
(a) Debt discounts and debt issuance costs totaled $6.7 and $3.5 as of December 31, 2018 and 2017, respectively, and have been netted against the aggregate principal amounts of the related debt in the components of the debt table above.
|
||||||||
4.45% notes due December 2023
- In December 2013, we issued
10
year notes having an aggregate principal amount of
$300 million
. The notes are unsecured, senior obligations that mature on December 15, 2023 and bear interest at
4.45%
per annum,
Page 82
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
payable semi-annually on June 15 and December 15 of each year. The notes have no sinking fund requirement, but may be redeemed, in whole or part, at our option. These notes do not contain any material debt covenants or cross default provisions. If there is a change in control of the Company, and if as a consequence, the notes are rated below investment grade by both Moody’s Investors Service and Standard & Poor’s, then holders of the notes may require us to repurchase them, in whole or in part, for
101%
of the principal amount plus accrued and unpaid interest. Debt issuance costs are deferred and included in long-term debt and are amortized as a component of interest expense over the term of the notes. Including debt issuance cost amortization, these notes have an effective annualized interest rate of
4.56%
.
6.55% notes due November 2036
- In November 2006, we issued
30
year notes having an aggregate principal amount of
$200 million
. The notes are unsecured, senior obligations of us that mature on November 15, 2036 and bear interest at
6.55%
per annum, payable semi-annually on May 15 and November 15 of each year. The notes have no sinking fund requirement, but may be redeemed, in whole or in part, at the option of us. These notes do not contain any material debt covenants or cross default provisions. If there is a change in control of the Company, and if as a consequence, the notes are rated below investment grade by both Moody’s Investors Service and Standard & Poor’s, then holders of the notes may require us to repurchase them, in whole or in part, for
101%
of the principal amount plus accrued and unpaid interest. Debt issuance costs are deferred and included in long-term debt and are amortized as a component of interest expense over the term of the notes. Including debt issuance cost amortization, these notes have an effective annualized interest rate of
6.67%
.
4.20% notes due March 2048
- On February 5, 2018, we completed a public offering of
$350 million
aggregate principal amount of 4.20% Senior Notes due 2048 (the "2048 Notes"). The 2048 Notes bear interest at a rate of
4.20%
per annum and mature on March 15, 2048. Interest on the 2048 Notes is payable on March 15 and September 15 of each year, commencing on September 15, 2018. These notes do not contain any material debt covenants or cross default provisions. If there is a change in control of the Company, and if as a consequence, the notes are rated below investment grade by both Moody’s Investors Service and Standard & Poor’s, then holders of the notes may require us to repurchase them, in whole or in part, for
101%
of the principal amount plus accrued and unpaid interest. Debt issuance costs are deferred and included in long-term debt and are amortized as a component of interest expense over the term of the notes. Including debt issuance cost amortization, these notes have an effective annualized interest rate of
4.29%
The
4.45%
notes due December 2023 were issued under an indenture dated as of December 13, 2013. The
6.55%
notes due November 2036 were issued under an indenture dated as of April 1, 1991. The 4.20% notes due December 2048 were issued under an indenture dated as of February 5, 2018. The indentures contain certain restrictions, including a limitation that restricts our ability and the ability of certain of our subsidiaries to create or incur secured indebtedness, enter into certain sale and leaseback transactions, and consolidate, merge or transfer all or substantially all of our assets and the assets of our subsidiaries.
Syndicated Loan and Building Loan Facilities
- As part of the acquisition of Crane Currency, we assumed
€59 million
of borrowings under a
€72 million
Syndicated Loan Facility Agreement (the “Syndicated Loan Facility”) with the borrower being Crane Currency Malta. The Syndicated Loan Facility allows borrowings under two facilities in the amounts of
€49 million
(“Facility 1”) and
€23 million
(“Facility 2”). The proceeds from the Syndicated Loan Facility may be used to purchase equipment for a printing facility in Malta. As of December 31, 2018, there was
€71.1 million
(
€48.1 million
from Facility 1 and
€23.0 million
from Facility 2) of outstanding borrowings. The Syndicated Loan Facility requires monthly principal payments, after the facilities are fully drawn, of
€0.3 million
from October 2018 through March 2032 for Facility 1 and
€0.1 million
from June 2019 through January 2033 for Facility 2. Interest is based on EURIBOR, plus a margin of
3.5%
and is payable on a monthly basis. The Syndicated Loan Facility contains customary affirmative and negative covenants, including limitations on the subsidiary with respect to indebtedness, liens, mergers, consolidations, liquidations and dissolutions, sales of all or substantially all assets, transactions with affiliates and payment of dividends. Crane Currency Malta must also maintain a debt service cover ratio ranging from 1.2 to 1.5 over specified periods and a debt-to-equity ratio ranging from 2.5 to 1.5 over specified periods. The Syndicated Loan Facility provides for customary events of default. We also assumed
€22.4 million
of borrowings under a
€27.0 million
Building Loan Facility Agreement (the “Building Loan Facility”). The proceeds from the Building Loan Facility may be used to finance construction of the printing facility in Malta. As of December 31, 2018, there were
€23.3 million
of outstanding borrowings. The Building Loan Facility requires quarterly principal payments of
€0.4 million
from March 2018 through March 2037. Interest is
1.5%
and is payable on a quarterly basis. The Building Loan Facility provides for customary events of default.
Other
-
As of December 31, 2018, we had open standby letters of credit of
$57.9 million
issued pursuant to a
$165.5 million
uncommitted Letter of Credit Reimbursement Agreement, and certain other credit lines.
Page 83
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
364-day Credit Agreement and 3-Year Term Loan Credit Agreement
-
In December 2017, we also entered into (1) a
$150 million
364-day Credit Agreement (the “364-day Credit Agreement”), and (2) a
$200 million
3-year Term Loan Credit Agreement (the “3-year Term Loan Credit Agreement”). Borrowings were available under each of the 364-day Credit Agreement and the 3-year Term Loan Credit Agreement once certain conditions precedent were satisfied, including consummation of our acquisition of Crane Currency. Interest on loans made under each of the 364-day Credit Agreement and the 3-year Term Loan Credit Agreement accrues, at our option, at a rate per annum equal to (1) a base rate (determined in a customary manner), plus a margin ranging from
0.0%
to
0.75%
depending upon the Index Debt Rating or (2) an adjusted LIBOR (determined in a customary manner) for an interest period to be selected by us plus a margin ranging from
0.875%
to
1.75%
depending upon the Index Debt Rating. A commitment fee begins to accrue on March 5, 2018 (with respect to the 364-day Credit Agreement) and on January 19, 2018 (with respect to the 3-year Term Loan Credit Agreement) on the daily unused portion of the commitments under each of the 364-day Credit Agreement and the 3-year Term Loan Credit Agreement, respectively, at a rate per annum ranging from
0.07%
to
0.25%
depending on the Index Debt Rating. Each of the 364-day Credit Agreement and the 3-year Term Loan Credit Agreement contain substantially the same affirmative and negative covenants, including the maximum debt to capitalization ratio, and events of default, as the 2017 Facility. There were no outstanding borrowings under the 364-day Credit Agreement and 3-year Term Loan Credit Agreement as of December 31, 2017. In January 2018, we drew
$100 million
from the 364-day Credit Agreement and
$200 million
from the 3-year Term Loan Credit Agreement to fund the acquisition of Crane Currency. In March 2018, we paid
$100 million
outstanding under the 364-day Credit Agreement after the completion of the Public Offering on February 5, 2018 referenced above. In April 2018, we repaid the
$200 million
outstanding under our 3-year Term Loan Credit Agreement.
As of December 31, 2018, our total debt to total capitalization ratio was
38%
, computed as follows:
|
(in millions) December 31,
|
2018
|
||
|
Current maturities of long-term debt
|
$
|
6.9
|
|
|
Long-term debt
|
942.3
|
|
|
|
Total indebtedness
|
949.2
|
|
|
|
Total shareholders’ equity
|
1,524.2
|
|
|
|
Capitalization
|
$
|
2,473.4
|
|
|
Total indebtedness to capitalization
|
38
|
%
|
|
Note 13 - Fair Value Measurements
Accounting standards define fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value measurements are to be considered from the perspective of a market participant that holds the asset or owes the liability. The standards also establish a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.
The standards describe three levels of inputs that may be used to measure fair value:
Level 1
:
Quoted prices in active markets for identical or similar assets and liabilities.
Level 2
:
Quoted prices for identical or similar assets and liabilities in markets that are not active or observable inputs other than quoted prices in active markets for identical or similar assets and liabilities. Level 2 assets and liabilities include over-the-counter derivatives, principally forward foreign exchange contracts, whose value is determined using pricing models with inputs that are generally based on published foreign exchange rates and exchange traded prices, adjusted for other specific inputs that are primarily observable in the market or can be derived principally from or corroborated by observable market data.
Level 3
:
Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
Page 84
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Valuation Technique
We are exposed to certain risks related to our ongoing business operations, including market risks related to fluctuation in currency exchange. We use foreign exchange contracts to manage the risk of certain cross-currency business relationships to minimize the impact of currency exchange fluctuations on our earnings and cash flows. We do not hold or issue derivative financial instruments for trading or speculative purposes. Foreign exchange contracts not designated as hedging instruments had a notional value of
$2.1 million
and
$0.8 million
as of
December 31, 2018
and 2017, respectively. Our derivative assets and liabilities include foreign exchange contract derivatives that are measured at fair value using internal models based on observable market inputs such as forward rates and interest rates. Based on these inputs, the derivatives are classified within Level 2 of the valuation hierarchy. Such derivative receivable amounts are recorded within “Other current assets” on our Consolidated Balance Sheets and were less than
$0.1 million
as of each of the years ended December 31, 2018 and 2017. Such derivative liability amounts are recorded within “Accrued liabilities” on our Consolidated Balance Sheets and were less than
$0.1 million
as of each of December 31, 2018 and 2017.
The available-for-sale securities, which are included in “Other assets” on our Consolidated Balance Sheets, consist of two rabbi trusts that hold marketable securities for the benefit of participants in the SERP. Available-for-sale securities are measured at fair value using quoted market prices in an active market, and are therefore classified within Level 1 of the valuation hierarchy. The fair value of available-for-sale securities was
$3.4 million
as of December 31, 2018.
The carrying value of our financial assets and liabilities, including cash and cash equivalents, accounts receivable, accounts payable and short-term loans payable approximate fair value, without being discounted, due to the short periods during which these amounts are outstanding. Long-term debt rates currently available to us for debt with similar terms and remaining maturities are used to estimate the fair value for debt issues that are not quoted on an exchange. The estimated fair value of total debt is measured using Level 2 inputs and was
$977.6 million
and
$816.0 million
as of December 31, 2018 and 2017, respectively.
Note 14 – Restructuring Charges
In 2018, we recorded restructuring charges of
$7.2 million
related to the acquisition of Crane Currency and the 2017 repositioning actions described below.
Acquisition-Related Restructuring
In 2018, we recorded pre-tax restructuring charges of
$1.6 million
, all of which were severance-related cash costs associated with the January 2018 acquisition of Crane Currency in our Payment & Merchandising Technologies segment. These actions are related to the closure of Crane Currency’s printing operations in Sweden, which will be transitioned to a new print facility in Malta. We expect these actions to result in workforce reductions of approximately
170
employees, or less than
2%
of our global workforce. There was no liability remaining associated with these actions as of December 31, 2018
We expect to incur additional restructuring and related charges of
$3.8 million
in 2019 to complete these actions. We expect recurring pre-tax savings subsequent to initiating all actions to approximate
$23 million
annually.
2017 Repositioning
During the fourth quarter of 2017, we initiated broad-based repositioning actions designed to improve profitability. These actions include headcount reductions of approximately
300
employees, or about
3%
of our global workforce, and select facility consolidations in North America and Europe.
Restructuring charges included severance and other costs related to the consolidation of certain manufacturing operations, all of which are cash costs. The following table summarizes the restructuring charges by business segment in 2018 and cumulatively through December 31, 2018:
|
Severance
|
Other
|
Total
|
|||||||||||||||||||||
|
(in millions)
|
2018
|
Cumulative
|
2018
|
Cumulative
|
2018
|
Cumulative
|
|||||||||||||||||
|
Fluid Handling
|
$
|
6.1
|
|
$
|
16.7
|
|
$
|
—
|
|
$
|
—
|
|
$
|
6.1
|
|
$
|
16.7
|
|
|||||
|
Payment & Merchandising Technologies
|
0.1
|
|
12.3
|
|
0.4
|
|
0.4
|
|
0.5
|
|
12.7
|
|
|||||||||||
|
Aerospace & Electronics
|
—
|
|
1.3
|
|
(1.0
|
)
|
(1.0
|
)
|
(1.0
|
)
|
0.3
|
|
|||||||||||
|
$
|
6.2
|
|
$
|
30.3
|
|
$
|
(0.6
|
)
|
$
|
(0.6
|
)
|
$
|
5.6
|
|
$
|
29.7
|
|
||||||
Related to the 2017 repositioning actions, we recorded
$7.5 million
of additional costs associated with facility consolidations in 2018.
Page 85
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
To complete these actions, we expect to incur a total of
$11.5 million
of restructuring and facility consolidation related charges in 2019 and 2020 in each of the segments as follows:
|
(in millions)
|
2019
|
2020
|
Total
|
|||||||||
|
Fluid Handling
|
$
|
5.6
|
|
$
|
1.6
|
|
$
|
7.2
|
|
|||
|
Payment & Merchandising Technologies
|
1.3
|
|
—
|
|
1.3
|
|
||||||
|
Aerospace & Electronics
|
3.0
|
|
—
|
|
3.0
|
|
||||||
|
$
|
9.9
|
|
$
|
1.6
|
|
$
|
11.5
|
|
||||
The following table summarizes the expected costs by nature of costs and year:
|
(in millions)
|
2019
|
2020
|
Total
|
|||||||||
|
Restructuring
|
$
|
2.1
|
|
$
|
—
|
|
$
|
2.1
|
|
|||
|
Facility consolidation
|
7.8
|
|
1.6
|
|
9.4
|
|
||||||
|
$
|
9.9
|
|
$
|
1.6
|
|
$
|
11.5
|
|
||||
We expect recurring pre-tax savings subsequent to initiating all actions to approximate
$30 million
annually.
The following table summarizes the accrual balances related to these restructuring charges:
|
(in millions)
|
Balance at
December 31, 2017
|
Expense
(Gain)
*
|
Utilization
|
Balance at
December 31, 2018 |
|||||||||||
|
Fluid Handling
|
|||||||||||||||
|
Severance
|
$
|
10.6
|
|
$
|
6.1
|
|
$
|
(3.8
|
)
|
$
|
12.9
|
|
|||
|
Other
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||||
|
Total Fluid Handling
|
$
|
10.6
|
|
$
|
6.1
|
|
$
|
(3.8
|
)
|
$
|
12.9
|
|
|||
|
Payment & Merchandising Technologies
|
|||||||||||||||
|
Severance
|
$
|
12.2
|
|
$
|
0.1
|
|
$
|
(2.9
|
)
|
$
|
9.4
|
|
|||
|
Other
|
—
|
|
0.4
|
|
(0.4
|
)
|
—
|
|
|||||||
|
Total Payment & Merchandising Technologies
|
$
|
12.2
|
|
$
|
0.5
|
|
$
|
(3.3
|
)
|
$
|
9.4
|
|
|||
|
Aerospace & Electronics
|
|||||||||||||||
|
Severance
|
$
|
1.3
|
|
$
|
—
|
|
$
|
(0.4
|
)
|
$
|
0.9
|
|
|||
|
Other
|
—
|
|
(1.0
|
)
|
1.0
|
|
—
|
|
|||||||
|
Total Aerospace & Electronics
|
$
|
1.3
|
|
$
|
(1.0
|
)
|
$
|
0.6
|
|
$
|
0.9
|
|
|||
|
Total Restructuring
|
$
|
24.1
|
|
$
|
5.6
|
|
$
|
(6.5
|
)
|
$
|
23.2
|
|
|||
* Reflected in the Consolidated Statements of Operations as “Restructuring charges”
Page 86
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 15 – Quarterly Results (Unaudited)
|
(in millions, except per share data)
For year ended December 31,
|
First
|
Second
|
Third
|
Fourth
|
Year
|
|||||||||||||||
|
2018
|
||||||||||||||||||||
|
Net sales
|
$
|
799.1
|
|
$
|
851.0
|
|
$
|
855.8
|
|
$
|
839.6
|
|
$
|
3,345.5
|
|
|||||
|
Cost of sales
|
521.2
|
|
545.6
|
|
544.8
|
|
544.6
|
|
2,156.2
|
|
||||||||||
|
Gross profit
|
277.9
|
|
305.4
|
|
311.0
|
|
295.0
|
|
1,189.3
|
|
||||||||||
|
Operating profit
(a) (e)
|
94.3
|
|
113.0
|
|
123.9
|
|
110.1
|
|
441.3
|
|
||||||||||
|
Net income attributable to common shareholders
(b)
|
68.7
|
|
80.7
|
|
97.0
|
|
89.2
|
|
335.6
|
|
||||||||||
|
Basic earnings per share
|
$
|
1.15
|
|
$
|
1.35
|
|
$
|
1.62
|
|
$
|
1.51
|
|
$
|
5.63
|
|
|||||
|
Diluted earnings per share
|
$
|
1.13
|
|
$
|
1.32
|
|
$
|
1.59
|
|
$
|
1.46
|
|
$
|
5.50
|
|
|||||
|
2017
|
||||||||||||||||||||
|
Net sales
|
$
|
673.4
|
|
$
|
702.5
|
|
$
|
695.9
|
|
$
|
714.2
|
|
$
|
2,786.0
|
|
|||||
|
Cost of sales
|
429.5
|
|
444.3
|
|
441.5
|
|
455.6
|
|
1,770.9
|
|
||||||||||
|
Gross profit
|
243.9
|
|
258.2
|
|
254.4
|
|
258.6
|
|
1,015.1
|
|
||||||||||
|
Operating profit
(c) (e)
|
93.3
|
|
105.8
|
|
102.1
|
|
87.2
|
|
388.4
|
|
||||||||||
|
Net income (loss) attributable to common shareholders
(d)
|
63.1
|
|
69.2
|
|
68.2
|
|
(28.7
|
)
|
171.8
|
|
||||||||||
|
Basic earnings (loss) per share
|
$
|
1.06
|
|
$
|
1.16
|
|
$
|
1.15
|
|
$
|
(0.48
|
)
|
$
|
2.89
|
|
|||||
|
Diluted earnings (loss) per share
|
$
|
1.05
|
|
$
|
1.14
|
|
$
|
1.13
|
|
$
|
(0.48
|
)
|
$
|
2.84
|
|
|||||
|
(a)
|
Operating profit in 2018 includes i) acquisition-related and integration charges of
$5.2 million
,
$4.1 million
,
$2.1 million
and
$8.4 million
in the first, second, third and fourth quarters, respectively; ii) acquisition-related inventory and backlog amortization of
$6.6 million
,
$1.9 million
,
$0.3 million
and
$0.3 million
in the first, second, third and fourth quarters, respectively; and iii) restructuring charges (gains) of
$0.8 million
,
$(0.6) million
,
$5.2 million
and
$1.8 million
in the first, second, third and fourth quarters, respectively.
|
|
(b)
|
Includes the impact of item (a) cited above.
|
|
(c)
|
Operating profit in 2017 includes i) acquisition-related and integration charges of
$2.6 million
,
$0.5 million
and
$4.7 million
in the second, third and fourth quarters, respectively; and ii) restructuring charges, net of gain on property sale of
$13.0 million
in the fourth quarter.
|
|
(d)
|
Includes the impact of item (c) cited above, net of tax and an $87 million impact from a tax law change.
|
|
(e)
|
In 2018, we adopted amended guidance related to the presentation of net periodic pension cost and net periodic postretirement cost which resulted in a reclassification of the non-service cost components of net benefit cost from selling, general and administrative expenses to miscellaneous income, net. The non-service components were
$5.2 million
,
$5.2 million
,
$5.3 million
, and
$5.4 million
in the first, second, third and fourth quarters of 2018, respectively and
$3.3 million
,
$3.3 million
,
$3.3 million
, and
$3.7 million
in the first, second, third and fourth quarters of 2017, respectively.
|
Page 87
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
. The Company’s Chief Executive Officer and Principal Financial Officer evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of the end of the year covered by this annual report. The Company’s disclosure controls and procedures are designed to ensure that information required to be disclosed by the Company in the reports that are filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized, and reported within the time periods specified in the SEC rules and forms and the information is accumulated and communicated to the Company’s Chief Executive Officer and Principal Financial Officer to allow timely decisions regarding required disclosure. Based on this evaluation, the Company’s Chief Executive Officer and Principal Financial Officer have concluded that these controls are effective as of the end of the year covered by this annual report.
Change in Internal Controls over Financial Reporting.
During the fourth quarter ended
December 31, 2018
, there have been no changes in the Company’s internal control over financial reporting, identified in connection with our evaluation thereof, that have materially affected, or are reasonably likely to materially affect, its internal control over financial reporting.
Design and Evaluation of Internal Control over Financial Reporting.
Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, we included a report of our management’s assessment of the design and effectiveness of our internal controls as part of this Annual Report on Form 10-K for the year ended
December 31, 2018
. Our independent registered public accounting firm also attested to, and reported on, our management’s assessment of the effectiveness of internal control over financial reporting. Our management’s report and our independent registered public accounting firm’s attestation report are set forth in Part II, Item 8 of this Annual Report on Form 10-K under the captions entitled “Management’s Responsibility for Financial Reporting” and “Report of Independent Registered Public Accounting Firm.”
Page 88
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the shareholders and the Board of Directors of Crane Co.
Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of Crane Co. and subsidiaries (the “Company”) as of December 31, 2018, based on criteria established in
Internal Control - Integrated Framework (2013)
issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2018, based on criteria established in
Internal Control - Integrated Framework (2013)
issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2018, of the Company and our report dated February 25, 2019, expressed an unqualified opinion on those financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying “Managements Responsibility for Financial Reporting” appearing in Item 8. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Deloitte & Touche LLP
Stamford, CT
February 25, 2019
Page 89
Item 9B. Other Information
None
Part III
Item 10. Directors, Executive Officers and Corporate Governance
The information required by Item 10 is incorporated by reference to the definitive proxy statement with respect to the
2019
Annual Meeting of Shareholders which the Company expects to file with the Commission pursuant to Regulation l4A on or about
March 15, 2019
except that such information with respect to Executive Officers of the Registrant is included, pursuant to Instruction 3, paragraph (b) of Item 401 of Regulation S-K, under Part I. The Company’s Corporate Governance Guidelines, the charters of its Management Organization and Compensation Committee, its Nominating and Governance Committee and its Audit Committee and its Code of Ethics are available at www.craneco.com/governance. The information on our website is not part of this report.
Item 11. Executive Compensation
The information required by Item 11 is incorporated by reference to the definitive proxy statement with respect to the
2019
Annual Meeting of Shareholders which the Company expects to file with the Commission pursuant to Regulation 14A on or about
March 15, 2019
.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Except the information required by Section 201(d) of Regulation S-K which is set forth below, the information required by Item 12 is incorporated by reference to the definitive proxy statement with respect to the
2019
Annual Meeting of Shareholders which the Company expects to file with the Commission pursuant to Regulation 14A on or about
March 15, 2019
.
|
As of December 31, 2018:
|
Number of securities to be issued upon exercise of outstanding options,
warrants and rights
|
Weighted average
exercise price of
outstanding
options
|
Number of securities
remaining available
for future issuance
under equity
compensation plans
|
|||||||
|
(a)
|
(b)
|
(c)
|
||||||||
|
Equity compensation plans approved by security holders:
|
||||||||||
|
2013 Stock Incentive Plan (and predecessor plans)
|
3,015,007
|
|
1
|
62.84
|
|
—
|
|
|||
|
2018 Stock Incentive Plan
|
23,814
|
|
2
|
—
|
|
6,625,075
|
|
|||
|
Equity compensation plans not approved by security holders
|
—
|
|
—
|
|
—
|
|
||||
|
Total
|
3,038,821
|
|
$
|
62.84
|
|
6,625,075
|
|
|||
1
Includes 212,948 restricted share units (“RSUs”), 140,114 deferred stock units (“DSUs”) and 252,416 performance-based restricted share units (“PRSUs”), assuming the maximum potential payout percentage. Actual numbers of shares may vary, depending on actual performance. If the PRSUs included in this total vest at the target performance level as opposed to the maximum level, the aggregate awards outstanding would be 2,912,613. Column (b) does not take RSUs, PRSUs or DSUs into account because they do not have an exercise price.
2
Includes 23,814 RSUs.
Item 13. Certain Relationships and Related Transactions, and Director Independence
The information required by Item 13 is incorporated by reference to the definitive proxy statement with respect to the
2019
Annual Meeting of Shareholders which the Company expects to file with the Commission pursuant to Regulation 14A on or about
March 15, 2019
.
Item 14. Principal Accounting Fees and Services
The information required by Item 14 is incorporated by reference to the definitive proxy statement with respect to the
2019
Annual Meeting of Shareholders which the Company expects to file with the Commission pursuant to Regulation 14A on or about
March 15, 2019
.
Page 90
Item 15. Exhibits and Financial Statement Schedules
(a) Consolidated Financial Statements:
|
|
Page
Number
|
|
Report of Independent Registered Public Accounting Firm
|
|
|
Consolidated Statements of Operations
|
|
|
Consolidated Statements of Comprehensive Income (Loss)
|
|
|
Consolidated Balance Sheets
|
|
|
Consolidated Statements of Cash Flows
|
|
|
Consolidated Statements of Changes in Equity
|
|
|
Notes to Consolidated Financial Statements
|
|
(b) Exhibits
|
Exhibit No.
|
|
Description
|
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
Exhibit 101.INS
|
|
XBRL Instance Document
|
|
Exhibit 101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
|
Exhibit 101.CAL
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XBRL Taxonomy Calculation Linkbase Document
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Exhibit 101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
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Exhibit 101.LAB
|
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XBRL Taxonomy Label Linkbase Document
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Exhibit 101.PRE
|
|
XBRL Taxonomy Presentation Linkbase Document
|
Exhibits to Form 10-K — Documents incorporated by reference:
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(2)
|
Instruments Defining the Rights of Security Holders:
|
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(3)
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Certificate of Incorporation and Bylaws:
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(4)
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Instruments Defining the Rights of Security Holders:
|
|
|
|
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(10)
|
Material Contracts:
|
Page 91
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(iii)
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Compensatory Plans
|
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(a)
|
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(b)
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(c)
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(d)
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(e)
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(e)
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(f)
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(g)
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(h)
|
|
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(i)
|
|
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(j)
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(k)
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(l)
|
|
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(m)
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(n)
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(o)
|
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(p)
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(q)
|
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Item 16. Form 10-K Summary
Not applicable.
Page 92
Part IV
Signatures
Pursuant to the requirements of Section l3 or l5 (d) of the Securities Exchange Act of l934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|
CRANE CO.
(Registrant)
|
|
By
/s/ MAX H. MITCHELL
|
|
Max H. Mitchell President and Chief Executive Officer
Date 2/25/2019 |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Officers
|
/s/ MAX H. MITCHELL
|
|
/s/ RICHARD A. MAUE
|
|
/s/ RICHARD A. MAUE
|
||||||
|
|
Max H. Mitchell President, Chief Executive Officer and Director
|
|
Richard A. Maue Senior Vice President
Chief Financial Officer
(Principal Financial Officer)
|
|
Richard A. Maue Senior Vice President
Chief Financial Officer
(Principal Accounting Officer)
|
|||||
|
Date 2/25/2019
|
Date 2/25/2019
|
Date 2/25/2019
|
||||||||
Directors
|
/s/ R.S. EVANS
|
/s/ MARTIN R. BENANTE
|
/s/ DONALD G. COOK
|
|||
|
R.S. Evans, Chairman of the Board
|
Martin R. Benante
|
Donald G. Cook
|
|||
|
Date 2/25/2019
|
Date 2/25/2019
|
Date 2/25/2019
|
|||
|
/s/ RONALD C. LINDSAY
|
/s/ ELLEN MCCLAIN
|
||||
|
Ronald C. Lindsay
|
Philip R. Lochner, Jr.
|
Ellen McClain
|
|||
|
Date 2/25/2019
|
Date 2/25/2019
|
Date 2/25/2019
|
|||
|
/s/ CHARLES G. MCCLURE, JR.
|
/s/ JENNIFER M. POLLINO
|
/s/ JAMES L.L. TULLIS
|
|||
|
Charles G. McClure, Jr.
|
Jennifer M. Pollino
|
James L.L. Tullis
|
|||
|
Date 2/25/2019
|
Date 2/25/2019
|
Date 2/25/2019
|
|||
Page 93
TABLE OF CONTENTS
Part IprintItem 1. BusinessprintItem 1A. Risk FactorsprintItem 1B. Unresolved Staff CommentsprintItem 2. PropertiesprintItem 3. Legal ProceedingsprintItem 4. Mine Safety DisclosuresprintPart IIprintItem 5. Market For The Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesprintItem 6. Selected Financial DataprintItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsprintItem 7A. Quantitative and Qualitative Disclosures About Market RiskprintItem 8. Financial Statements and Supplementary DataprintNote 1 Nature Of Operations and Significant Accounting PoliciesprintNote 2 Acquisitions and DivestituresprintNote 3 Segment InformationprintNote 4 Research and DevelopmentprintNote 5 Pension and Postretirement BenefitsprintNote 6 Stock-based Compensation PlansprintNote 7 Income TaxesprintNote 8 - Contract Assets and Contract LiabilitiesprintNote 9 Accrued LiabilitiesprintNote 10 Other LiabilitiesprintNote 11 - Commitments and ContingenciesprintNote 12 FinancingprintNote 13 - Fair Value MeasurementsprintNote 14 Restructuring ChargesprintNote 15 Quarterly Results (unaudited)printItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureprintItem 9A. Controls and ProceduresprintItem 9B. Other InformationprintPart IIIprintItem 10. Directors, Executive Officers and Corporate GovernanceprintItem 11. Executive CompensationprintItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersprintItem 13. Certain Relationships and Related Transactions, and Director IndependenceprintItem 14. Principal Accounting Fees and ServicesprintItem 15. Exhibits and Financial Statement SchedulesprintItem 16. Form 10-k SummaryprintPart IVprint