8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): January 28, 2019

CRANE CO.

(Exact name of registrant as specified in its charter)

DELAWARE

(State or other jurisdiction of incorporation)

1-1657	13-1952290
(Commission File Number)	(IRS Employer Identification No.)
100 First Stamford Place, Stamford, CT	06902
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (203) 363-7300

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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SECTION 2 – FINANCIAL INFORMATION

Item 2.02 Results of Operations and Financial Condition.

On January 28, 2019, Crane Co. (the “Company”) announced its results of operations for the quarter ended December 31, 2018. The related press release and quarterly financial data supplement is being furnished as Exhibit 99.1 to this Current Report on Form 8-K.

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

SECTION 8 – OTHER EVENTS

Item 8.01 Other Events

Asbestos Liability

Information Regarding Claims and Costs in the Tort System

As of December 31, 2018, the Company was 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.

The Company has tried several cases resulting in defense verdicts by the jury or directed verdicts for the defense by the court. The Company further has 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 the Company 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 the Company and two other defendants, with additional interest in the amount of $0.01 million being assessed against the Company, only. All defendants, including the Company, 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. The Company 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 the Company responsible for a 99% share of a $32 million verdict on the Ronald Dummitt claim. The Company filed post-trial motions seeking to overturn the verdict, to grant a new trial, or to reduce the damages, which the Company 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 the Company, taking into account settlement offsets and accrued interest under New York law. The Company appealed, and the judgment was affirmed in a 3-2 decision and order dated July 3, 2014. The Company 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.

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On October 23, 2012, the Company received an adverse verdict in the Gerald Suttner claim in Buffalo, New York. The jury found that the Company was responsible for 4% of plaintiffs’ damages of $3 million. The Company filed post-trial motions requesting judgment in the Company’s favor notwithstanding the jury’s verdict, which were denied. The court entered a judgment of $0.1 million against the Company. The Company appealed, and the judgment was affirmed by order dated March 21, 2014. The Company sought reargument of this decision, which was denied. The Company 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 2016.

On February 25, 2013, a Philadelphia, Pennsylvania, state court jury found the Company 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. The Company filed post-trial motions requesting judgments in the Company’s 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. The Company 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 the Company’s petition for review and heard oral arguments on September 13, 2016. On November 22, 2016, the Court dismissed the Company’s appeal as improvidently granted. The Company paid the Vinciguerra judgment in the amount of $0.6 million in the fourth quarter 2016. The Company 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 the Company in the Ivo Peraica claim. The Company filed post-trial motions seeking to overturn the verdict, to grant a new trial, or to reduce the damages, which the Company argues were 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 the Company’s post-trial motion, judgment was entered against the Company in the amount of $10.6 million (including interest). The Company appealed. The Company took a separate appeal of the trial court’s denial of its summary judgment motion. The Court consolidated the appeals, which were heard in the fourth quarter of 2014. In July 2016 the Company supplemented its 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. The Company 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. The Company 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 the Company in the Lee Holdsworth claim. The Company filed post-trial motions seeking to overturn the verdict, to grant a new trial, or to reduce the damages, which the Company argues 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 the Company’s motion for summary judgment. The court denied reargument of that ruling. The Company 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 the Company a new trial on the issue of whether the Company is 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 the Company opposed the motion. The Company 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 the Company responsible for 16% of an $8 million verdict. The trial court denied all parties’ post-trial motions, and entered judgment against the Company in the amount of $1.3 million. The Company 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 the Company. 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. The Company 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 the Company in the Ivan Sweberg claim and a $10 million verdict against the Company in the Selwyn Hackshaw claim. The two claims were consolidated for trial. The Company filed post-trial motions seeking to overturn the verdicts, to grant new trials, or to reduce the damages, which

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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. The Company 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. The Company 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. The Company paid in the first quarter of 2017 the Sweberg plaintiffs $5.7 million, which was the amount owed under this judgment. No damages are 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 the Company. The jury also awarded exemplary damages against the Company in the amount of $10 million. The Company filed a motion seeking to reduce the verdict to account for the verdict set-offs. That motion was denied, and judgment was entered against the Company in the amount of $10.8 million. The Company 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 the Company’s motion to transfer the case to the Supreme Court of Missouri. The Company 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. The Company settled the matter.  The settlement was reflected in the second quarter 2018 indemnity amount.

On February 9, 2016, a Philadelphia, Pennsylvania, federal court jury found the Company 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. The Company 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 the Company’s request and entered judgment in the amount of $0.4 million. The Company filed post-trial motions, which were denied in two decisions issued on August 26, 2016 and September 28, 2016. The Company is 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 the Company’s appeal. The Supreme Court of Pennsylvania accepted the request, and the Company 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 the Company responsible for a 20% share of a $9 million verdict in the George Coulbourn claim, and further awarded exemplary damages against the Company 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 the Company in the amount of $6.8 million. The Company filed post-trial motions, which were denied on September 20, 2016. The Company pursued an appeal to the Ninth Circuit Court of Appeals which affirmed the judgment on March 29, 2018. The Company 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 the Company in the Geoffrey Anisansel claim. The Company settled the matter in August 2017. The settlement is reflected in the third quarter 2017 indemnity amount.

Such judgment amounts were not included in the Company’s 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) for the Company 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 quarter to quarter. Cash payments of settlement amounts are not made until all releases and other required documentation are received by the Company, 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. The Company’s 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.

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(in millions)
For the year ended December 31,	2018			2017			2016
Settlement / indemnity costs incurred (1)	$	63.0		$	51.8		$	30.5
Defense costs incurred (1)	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

 (1) Before insurance recoveries and tax effects.

The amounts shown for settlement and defense costs incurred, and cash payments, are not necessarily indicative of future period amounts, which may be higher or lower than those reported.

Cumulatively through December 31, 2018, the Company has resolved (by settlement or dismissal) approximately 136,000 claims. The related settlement cost incurred by the Company and its 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 the Company’s periodic review of its estimated asbestos liability. For a discussion regarding the four most significant factors affecting the liability estimate, see “Effects on the Condensed Consolidated Financial Statements”.

Effects on the Condensed Consolidated Financial Statements

The Company has retained an independent actuarial firm to assist management in estimating the Company’s asbestos liability in the tort system. The actuarial consultants review information provided by the Company 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 the Company’s recent historical experience for claims filed, settled and dismissed during a base reference period. The Company’s 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 the Company 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 the Company, the actuarial consultants augment its liability estimate for the costs of defending asbestos claims in the tort system using a forecast from the Company which is based upon discussions with its defense counsel. Based on this information, the actuarial consultants compile an estimate of the Company’s 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 the Company, (2) the average settlement costs for mesothelioma claims, (3) the percentage of mesothelioma claims dismissed against the Company and (4) the aggregate defense costs incurred by the Company. These factors are interdependent, and no one factor predominates in determining the liability estimate.

In the Company’s 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 the

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Company’s asbestos liability, and these effects do not move in a linear fashion but rather change over multi-year periods. Accordingly, the Company’s 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 the Company’s 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, the Company also considers 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, the Company also takes 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, the Company extended its 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 the Company through the generally accepted end point of such claims in 2059. The Company’s previous estimate was for asbestos claims filed or projected to be filed through 2021. The Company’s estimate of the asbestos liability for pending and future claims through 2059 is based on the projected future asbestos costs resulting from the Company’s experience using a range of reference periods for claims filed, settled and dismissed. Based on this estimate, the Company recorded an additional liability of $227 million as of December 31, 2016. This action was based on several factors which contribute to the Company’s ability to reasonably estimate this liability through 2059. First, the number of mesothelioma claims (which, although constituting approximately 10% of the Company’s total pending asbestos claims, have consistently accounted for approximately 90% of the Company’s aggregate settlement and defense costs) being filed against the Company 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, the Company has coverage-in-place agreements with almost all of its excess insurers, which enables the Company to project a stable relationship between settlement and defense costs paid by the Company and reimbursements from its insurers. Sixth, annual settlements with respect to groups of cases with certain plaintiff firms have helped to stabilize indemnity payments and defense costs. Taking these factors into account, the Company believes that it 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, the Company’s actual experience during the updated reference period for mesothelioma claims filed and dismissed generally approximated the assumptions in the Company’s liability estimate. In addition to this claims experience, the Company 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, the Company 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 the Company’s 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 the Company’s prior year payment experience for both settlement and defense costs.

Insurance Coverage and Receivables. Prior to 2005, a significant portion of the Company’s settlement and defense costs were paid by its primary insurers. With the exhaustion of that primary coverage, the Company began negotiations with its excess insurers to reimburse the Company for a portion of its settlement and/or defense costs as incurred. To date, the Company has entered into agreements providing for such reimbursements, known as “coverage-in-place”, with eleven of its excess insurer groups. Under such coverage-in-place agreements, an insurer’s policies remain in force and the insurer undertakes to provide coverage for the Company’s 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

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expiration of the insurer’s obligations. Similarly, under a variant of coverage-in-place, the Company has 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 the Company based on aggregate indemnity and defense payments made. In addition, with ten of its excess insurer groups, the Company 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, the Company has concluded settlements with all but one of its 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 the Company has allocated to it, subject to a reservation of rights. There are no pending legal proceedings between the Company and any insurer contesting the Company’s asbestos claims under its insurance policies.

In conjunction with developing the aggregate liability estimate referenced above, the Company also developed an estimate of probable insurance recoveries for its asbestos liabilities. In developing this estimate, the Company considered its 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 the Company’s 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, the Company 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 the Company’s legal counsel, and incorporating risk mitigation judgments by the Company where policy terms or other factors were not certain, the Company’s insurance consultants compiled a model indicating how the Company’s historical insurance policies would respond to varying levels of asbestos settlement and defense costs and the allocation of such costs between such insurers and the Company. 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 the Company’s insurers. While there are overall limits on the aggregate amount of insurance available to the Company with respect to asbestos claims, those overall limits were not reached by the total estimated liability currently recorded by the Company, and such overall limits did not influence the Company in its determination of the asset amount to record. The proportion of the asbestos liability that is allocated to certain insurance coverage years, however, exceeds the limits of available insurance in those years. The Company allocates to itself 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.

The Company reviews the aforementioned estimated reimbursement rate with its insurance consultants on a periodic basis in order to confirm its overall consistency with the Company’s 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 the Company’s 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. The Company cautions that its 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

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uncertainties inherent in litigation matters, no assurances can be given regarding the outcome of any litigation, if necessary, to enforce the Company’s rights under its insurance policies or settlement agreements.

Many uncertainties exist surrounding asbestos litigation, and the Company will continue to evaluate its 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 the Company 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.

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SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01 Financial Statements and Exhibits.

(a)	None
(b)	None
(c)	None
(d)	Exhibits
99.1	Earnings Press Release dated January 28, 2019 and Crane Co. Quarterly Financial Data Supplement for the quarter ended December 31, 2018.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	CRANE CO.
January 28, 2019
	By:	/s/ Richard A. Maue
		Richard A. Maue
		Senior Vice President
		Chief Financial Officer

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EX-99.1

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

Crane Co. Reports 2018 Results and Provides 2019 Guidance

Highlights from Full Year 2018 Results and 2019 Guidance:

• Record GAAP earnings per diluted share (EPS) of $5.50 compared to $2.84 in 2017; excluding Special Items, record EPS of $5.99 increased 32% compared to last year.

• Record sales of $3.35 billion increased 20% compared to 2017, with core sales growth of 3%.

• Record free cash flow (cash provided by operating activities less capital spending) of $305 million.

• Introducing 2019 GAAP EPS guidance of $6.05-$6.25; excluding Special Items, 2019 EPS guidance is $6.25-$6.45.

STAMFORD, CONNECTICUT - January 28, 2019 - Crane Co. (NYSE: CR), a diversified manufacturer of highly engineered industrial products, reported full year 2018 GAAP earnings per diluted share (EPS) of $5.50, compared to $2.84 per diluted share in 2017. Excluding Special Items, 2018 EPS increased 32% to $5.99. Both GAAP and adjusted EPS include an $0.08 discrete tax benefit. (Please see the attached Non-GAAP Financial Measures tables for a detailed reconciliation of reported results to adjusted measures.)

Full year 2018 sales were $3.35 billion, an increase of 20% compared to 2017. The sales increase was comprised of a $471 million, or 17%, net benefit from acquisitions, core sales growth of $77 million, or 3%, and $12 million of favorable foreign exchange.

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Full year 2018 operating profit was a record $441 million, an increase of 14% compared to $388 million in 2017. Operating profit margin of 13.2% compared to 13.9% last year. Excluding Special Items, 2018 operating profit was a record $506 million, an increase of 20% compared to $423 million last year. Excluding Special Items, full year 2018 operating profit margin of 15.1% compared to 15.2% in 2017 (Please see the attached Non-GAAP Financial Measures tables for a detailed reconciliation of reported results to adjusted measures.)

Max Mitchell, Crane Co. President and Chief Executive Officer commented: "2018 marks another year of outstanding performance. Full year adjusted EPS of $5.99 was 32% above the prior record adjusted EPS of $4.53 in 2017, and free cash flow of $305 million compares to our prior record of $269 million last year despite a discretionary pension contribution and elevated capital expenditures. In addition to the strong operational and financial performance, we also made continued progress on numerous strategic initiatives last year that better position Crane for years of profitable growth ahead. Specifically, we completed the acquisition of Crane Currency and integration activities remain on-track, we continued to execute on repositioning activities to ensure that we have the right cost-effective manufacturing footprint to support future growth, and we are delivering on growth investments and new product development across our businesses."

Mr. Mitchell continued, "We are introducing 2019 adjusted EPS guidance in a range of $6.25-$6.45. The midpoint of this guidance range represents 6% growth compared to last year, reflecting the extremely strong financial performance in 2018. Notably, the midpoint of the 2019 guidance reflects 40% adjusted EPS growth compared to 2017. We continue to believe that we are on track to deliver on our 2021 EPS target of $7.50-$8.00, with additional potential upside from capital deployment. We also announced today that we are raising our dividend by 11%, further reflecting confidence in our outlook." (Please see the

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attached Non-GAAP Financial Measures tables for a detailed reconciliation of reported results to adjusted measures.)

Full Year Cash Flow and Other Financial Metrics

Cash provided by operating activities for full year 2018 was $414 million, compared to $318 million in 2017. Full year 2018 free cash flow (cash provided by operating activities less capital spending) was $305 million, which includes a $28 million discretionary pension contribution, compared to $269 million of free cash flow last year. The Company completed $50 million of share repurchases during 2018. (Please see the attached Non-GAAP Financial Measures tables for a detailed reconciliation of reported results to adjusted measures.)

The Company's cash position was $343 million at December 31, 2018, compared to $706 million at December 31, 2017. Total debt was $948 million at December 31, 2018, compared to $743 million at December 31, 2017. The increase in total debt reflects the financing associated with the January 10, 2018 acquisition of Crane Currency.

Fourth Quarter 2018 Results

Fourth quarter 2018 GAAP earnings per diluted share (EPS) were $1.46, compared to a fourth quarter 2017 GAAP net loss of $0.48 per share. Excluding Special Items, fourth quarter 2018 EPS increased 40% to $1.64. Both GAAP and adjusted EPS for the fourth quarter of 2018 include an $0.08 discrete tax benefit. (Please see the attached Non-GAAP Financial Measures tables for a detailed reconciliation of reported results to adjusted measures.)

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Fourth quarter 2018 sales were $840 million, up 18% compared to the fourth quarter of 2017. The sales growth was comprised of a $111 million, or 16%, net benefit from acquisitions, and $29 million, or 4%, of core sales growth, partially offset by $15 million, or 2%, of unfavorable foreign exchange.

Fourth quarter 2018 operating profit was $110 million, an increase of 26% compared to $87 million in the fourth quarter of 2017. Operating profit margin of 13.1% compared to 12.2% in the fourth quarter of 2017. Excluding Special Items, fourth quarter 2018 operating profit was $130 million, an increase of 20% compared to $109 million in the fourth quarter of 2017. Excluding Special Items, fourth quarter 2018 operating margin was 15.5% compared to 15.2% in the fourth quarter of 2017.

Fourth Quarter 2018 Segment Results

All comparisons detailed in this section refer to operating results for the fourth quarter 2018 versus the fourth quarter 2017.

Fluid Handling

	Fourth Quarter						Change
(dollars in millions)	2018			2017
Sales	$	280		$	272		$	8	3	%
Operating Profit	$	31		$	18		$	13	75	%
Operating Profit, before Special Items*	$	38		$	31		$	7	21	%
Profit Margin	11.0		%	6.5		%
Profit Margin, before Special Items*	13.6		%	11.5		%
*Please see the attached Non-GAAP Financial Measures tables

Sales increased $8 million, or 3%, driven by $16 million, or 6%, of core growth, partially offset by $7 million, or 3%, of unfavorable foreign exchange, and a small impact from a divestiture. Operating margin increased to 11.0%, compared to 6.5% last year, primarily reflecting productivity, operating leverage on higher volumes and lower repositioning related costs. Excluding Special Items, operating margin

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increased to 13.6%, a 210 basis point increase compared to 11.5% last year, driven primarily by productivity and higher volumes. Fluid Handling order backlog was $280 million at December 31, 2018 compared to $262 million at December 31, 2017.

Payment & Merchandising Technologies

	Fourth Quarter						Change
(dollars in millions)	2018			2017
Sales	$	313		$	194		$	118	61	%
Operating Profit	$	46		$	25		$	21	84	%
Operating Profit, before Special Items*	$	57		$	38		$	20	52	%
Profit Margin	14.7		%	12.9		%
Profit Margin, before Special Items*	18.3		%	19.4		%
*Please see the attached Non-GAAP Financial Measures tables

Sales increased $118 million, or 61%, driven by sales from acquisitions, with $13 million of core growth, or 7%, partially offset by an $8 million, or 4%, impact from unfavorable foreign exchange. Operating margin improved to 14.7%, from 12.9% last year, primarily reflecting leverage on higher core volume and lower repositioning costs, partially offset by the impact of the Crane Currency acquisition. Excluding Special Items, operating margins of 18.3% declined from 19.4% last year, primarily reflecting the impact of the Crane Currency acquisition, partially offset by leverage on higher core volume.

Aerospace & Electronics

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	Fourth Quarter						Change
(dollars in millions)	2018			2017
Sales	$	197		$	185		$	12		6	%
Operating Profit	$	44		$	56		$	(11	)	(20	%)
Operating Profit, before Special Items*	$	45		$	46		$	(1	)	(2	%)
Profit Margin	22.5		%	30.0		%
Profit Margin, before Special Items*	22.8		%	24.7		%
*Please see the attached Non-GAAP Financial Measures tables

Sales increased $12 million, or 6%, driven by higher core sales. Operating margin declined to 22.5%, from 30.0% last year, primarily reflecting the absence of the 2017 gain on the sale of an asset. Excluding Special Items, operating margin declined to 22.8%, from 24.7% last year, driven primarily by unfavorable mix. Aerospace & Electronics order backlog was $447 million at December 31, 2018 compared to $374 million at December 31, 2017.

Engineered Materials

	Fourth Quarter						Change
(dollars in millions)	2018			2017
Sales	$	51		$	63		$	(12	)	(19	%)
Operating Profit	$	5		$	10		$	(5	)	(46	%)
Operating Profit, before Special Items*	$	6		$	10		$	(5	)	(45	%)
Profit Margin	10.7		%	15.9		%
Profit Margin, before Special Items*	10.8		%	15.9		%
*Please see the attached Non-GAAP Financial Measures tables

Sales decreased $12 million, or 19%, driven primarily by lower sales to the Recreational Vehicle market. Operating margin declined to 10.7%, primarily reflecting lower volumes. Excluding Special Items, operating margins declined to 10.8%.

Introducing Initial 2019 Guidance

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We are introducing initial full year 2019 GAAP EPS guidance in a range of $6.05-$6.25. Excluding Special Items, full year 2019 EPS guidance is $6.25-$6.45. Sales for 2019 are expected to be approximately $3.3 billion, reflecting a slight decline in core sales and an unfavorable foreign exchange impact of approximately 2%. Excluding comparisons related to two large customer projects at Payment & Merchandising Technologies, we expect core sales growth in the low to mid single-digit range. Full year 2019 free cash flow (cash provided by operating activities less capital spending) is expected to be in a range of $335 million to $365 million. (Please see the attached Non-GAAP Financial Measures tables.)

Mr. Mitchell added, "I am proud of our 2018 performance, and excited about our growth prospects for 2019 and beyond. We are executing successfully on our strategy, consistently delivering on our commitments, and positioning Crane for years of profitable growth."

Additional guidance details will be provided at the Company's investor conference scheduled for February 28, 2019.

Non-GAAP Items

Full year 2018 results include: an after-tax charge of $24 million, or $0.40 per share, for M&A related items; an after-tax charge of $11 million, or $0.18 per share, related to repositioning; and, a tax benefit of $6 million, or $0.09 per share, related to the Tax Cuts and Jobs Act (TCJA). Full year 2017 results include: a tax charge of $87 million, or $1.44 per share, related to the TCJA; an after-tax charge of $8 million, or $0.13 per share, related to repositioning, net; and, an after-tax charge of $7 million, or $0.11 per share, for M&A related items. 

Fourth quarter 2018 results include: an after-tax charge of $7 million, or $0.11 per share, for M&A related items; and, an after-tax charge of $4 million, or $0.06 per share, related to repositioning. Fourth quarter

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2017 results include: a tax charge of $87 million, or $1.44 per diluted share, related to the TCJA; an after-tax charge of $8 million, or $0.13 per diluted share, related to repositioning, net; and, an after-tax charge of $5 million, or $0.08 per diluted share, for M&A related items.

Additional Information

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

Conference Call

Crane Co. has scheduled a conference call to discuss the fourth quarter and full year financial results on Tuesday, January 29, 2019 at 10:00 A.M. (Eastern). All interested parties may listen to a live webcast of the call at http://www.craneco.com. An archived webcast will also be available to replay this conference call directly from the Company’s website under Investors, Events & Presentations. Slides that accompany the conference call will be available on the Company’s website.

Crane Co. is a diversified manufacturer of highly engineered industrial products. Founded in 1855, Crane Co. provides products and solutions to customers in the chemicals, oil & gas, power, automated payment solutions, banknote design and production and aerospace & defense, along with a wide range of general industrial and consumer related end markets. The Company has four business segments: Fluid Handling, Payment & Merchandising Technologies, Aerospace & Electronics and Engineered Materials. Crane Co. has approximately 12,000 employees in the Americas, Europe, the Middle East, Asia and Australia. Crane Co. is traded on the New York Stock Exchange (NYSE:CR). For more information, visit www.craneco.com.

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This press release may contain forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. These statements are based on the management’s current beliefs, expectations, plans, assumptions and objectives regarding Crane Co.’s future financial performance and are subject to significant risks and uncertainties. Any discussions contained in this press release, except to the extent that they contain historical facts, are forward-looking and accordingly involve estimates, assumptions, judgments and uncertainties. There are a number of factors that could cause actual results or outcomes to differ materially from those addressed in these forward-looking statements. Such factors are detailed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017, the Quarterly Report on Form 10-Q for the quarter ended September 30, 2018, and subsequent reports filed with the Securities and Exchange Commission. Such reports are available on the Securities Exchange Commission’s website (www.sec.gov). Crane Co. does not undertake to update any forward-looking statements.

(Financial Tables Follow)

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CRANE CO.

Income Statement Data

(in millions, except per share data)

	Three Months Ended						Twelve Months Ended
	December 31,						December 31,
		2018			2017			2018			2017
Net sales:
Fluid Handling	$	279.7		$	272.2		$	1,101.8		$	1,042.5
Payment & Merchandising Technologies		312.8			194.4			1,257.0			776.7
Aerospace & Electronics		196.5			184.9			743.5			691.4
Engineered Materials		50.7			62.7			243.2			275.4
Total net sales	$	839.7		$	714.2		$	3,345.5		$	2,786.0
Operating profit (loss):
Fluid Handling	$	30.8			17.6			118.8			101.7
Payment & Merchandising Technologies		46.1			25.0			186.0			145.9
Aerospace & Electronics		44.2			55.5			164.2			160.3
Engineered Materials		5.4			10.0			37.8			49.4
Corporate		(16.4	)		(20.8	)		(65.5	)		(68.9	)
Total operating profit		110.1			87.3			441.3			388.4
Interest income		0.6			0.7			2.3			2.5
Interest expense		(11.1	)		(8.8	)		(50.9	)		(36.1	)
Miscellaneous, Net		4.9			3.6			18.7			12.7
Income before income taxes		104.5			82.9			411.4			367.5
Provision for income taxes		15.4			111.4			75.9			195.0
Net income (loss) before allocation to noncontrolling interests		89.1			(28.5	)		335.5			172.5
Less: Noncontrolling interest in subsidiaries' earnings		(0.1	)		0.2			(0.1	)		0.7
Net income (loss) attributable to common shareholders	$	89.2		$	(28.7	)	$	335.6		$	171.8
Share Data:
Earnings (loss) per diluted share	$	1.46		$	(0.48	)	$	5.50		$	2.84
Average diluted shares outstanding		60.9			59.4			61.0			60.4
Average basic shares outstanding		59.5			59.4			59.6			59.4
Supplemental Data:
Cost of Sales	$	544.6		$	455.6		$	2,156.2		$	1,770.9
Selling, General & Administrative		170.9			153.7			713.4			606.0
Acquisition related charges		8.4			4.7			19.8			7.8
Repositioning charges, net of gain on property sale		5.7			13.0			14.7			13.0
Depreciation and Amortization *		35.9			18.7			120.0			72.7
Stock-Based Compensation Expense *		5.5			5.3			21.6			21.8
* Amount included within cost of sales and selling, general & administrative costs.

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CRANE CO.

Condensed Balance Sheets

(in millions)

	December 31, 2018		December 31, 2017
ASSETS
Current assets
Cash and cash equivalents	$	343.4	$	706.2
Accounts receivable, net	515.8		418.4
Current insurance receivable - asbestos	16.0		25.0
Inventories, net	411.5		349.3
Other current assets	76.4		19.6
Total current assets	1,363.1		1,518.5
Property, plant and equipment, net	599.1		282.4
Long-term insurance receivable - asbestos	75.0		90.1
Other assets	602.0		495.6
Goodwill	1,403.3		1,206.9
Total assets	$	4,042.5	$	3,593.5
LIABILITIES AND EQUITY
Current liabilities
Short-term borrowings and 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	338.0		252.1
Income taxes	1.0		3.6
Total current liabilities	741.1		837.5
Long-term debt	941.3		494.1
Long-term deferred tax liability	53.2		44.9
Long-term asbestos liability	451.3		520.3
Other liabilities	328.5		348.2
Total equity	1,527.1		1,348.5
Total liabilities and equity	$	4,042.5	$	3,593.5

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CRANE CO.

Condensed Statements of Cash Flows

(in millions)

	Three Months Ended December 31,						Twelve Months Ended December 31,
	2018			2017			2018			2017
Operating activities:
Net income (loss) attributable to common shareholders	$	89.2		$	(28.7	)	$	335.6		$	171.8
Noncontrolling interest in subsidiaries' earnings	(0.1		)	0.2			(0.1		)	0.7
Net income (loss) before allocations to noncontrolling interests	89.1			(28.5		)	335.5			172.5
Loss (gains) on deconsolidation of joint venture	1.7			(1.0		)	1.7			(1.0		)
Gain on sale of property related to facility consolidation	—			(11.1		)	—			(11.1		)
Depreciation and amortization	35.9			18.7			120.0			72.7
Stock-based compensation expense	5.5			5.3			21.6			21.8
Defined benefit plans and postretirement credit	(3.4		)	(2.2		)	(15.0		)	(8.5		)
Deferred income taxes	21.4			86.3			45.9			102.3
Cash provided by operating working capital	57.6			92.0			16.3			54.0
Defined benefit plans and postretirement contributions	(4.0		)	(3.3		)	(59.8		)	(13.2		)
Environmental payments, net of reimbursements	(0.9		)	(1.9		)	(6.3		)	(6.3		)
Other	6.0			4.8			17.8			(3.2		)
Subtotal	208.9			159.1			477.7			380.0
Asbestos related payments, net of insurance recoveries	(17.5		)	(15.7		)	(63.9		)	(62.5		)
Total provided by operating activities	191.4			143.4			413.8			317.5
Investing activities:
Capital expenditures	(33.2		)	(14.7		)	(108.8		)	(49.0		)
Proceeds from disposition of capital assets	0.6			22.3			1.9			22.3
Impact of deconsolidation of joint venture	2.6			(5.2		)	2.6			(5.2		)
Payments for acquisitions, net of cash acquired	—			—			(648.0		)	(54.8		)
Total (used for) provided by investing activities	(30.0		)	2.4			(752.3		)	(86.7		)
Financing activities:
Dividends paid	(20.8		)	(19.6		)	(83.5		)	(78.4		)
Reacquisition of shares on open market	(25.1		)	—			(50.1		)	(25.0		)
Stock options exercised, net of shares reacquired	3.6			4.5			16.1			25.2
Debt issuance costs	—			(2.6		)	(5.4		)	(2.6		)
Repayment of long-term debt	(1.4		)	—			(452.2		)	—
Repayment of short-term debt	—			—			(100.0		)	—
Proceeds from issuance of long-term debt	13.1			—			567.2			—
Proceeds from issuance of short-term debt	—			—			100.0			—
Repayment of commercial paper	(106.3		)	—			—			—
Total used for financing activities	(136.9		)	(17.7		)	(7.9		)	(80.8		)
Effect of exchange rate on cash and cash equivalents	(4.7		)	5.9			(16.4		)	46.5
Increase (decrease) in cash and cash equivalents	19.8			134.0			(362.8		)	196.5
Cash and cash equivalents at beginning of period	323.6			572.2			706.2			509.7
Cash and cash equivalents at end of period	$	343.4		$	706.2		$	343.4		$	706.2

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CRANE CO.

Order Backlog

(in millions)

	December 31,  2018			September 30, 2018			June 30, 2018			March 31, 2018			December 31, 2017
Fluid Handling	$	279.6		$	297.7		$	291.6		$	281.2		$	262.1
Payment & Merchandising Technologies	331.5		*	359.0		*	350.5		*	301.0		*	76.4
Aerospace & Electronics	446.6			445.1			441.3			381.2			373.6
Engineered Materials	14.9			10.3			13.2			13.4			13.6
Total Backlog	$	1,072.6		$	1,112.2		$	1,096.6		$	976.8		$	725.7

*Includes $231.1 million as of December 31, 2018, $252.4 million as of September 30, 2018, $248.6 million as of June 30, 2018 and $211.2 million as of March 31, 2018 of backlog pertaining to the Crane Currency business acquired in January 2018.

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CRANE CO.

Non-GAAP Financial Measures

(in millions, except per share data)

	Three Months Ended December 31,						Twelve Months Ended December 31,						Percent Change December 31, 2018		Percent Change December 31, 2018
	2018			2017			2018			2017			Three Months		Twelve Months
INCOME ITEMS
Net sales	$	839.7		$	714.2		$	3,345.5		$	2,786.0		17.6	%	20.1	%
Operating profit	110.1			87.3			441.3			388.4			26.0	%	13.6	%
Percentage of sales	13.1		%	12.2		%	13.2		%	13.9		%
Special items impacting operating profit:
Inventory step-up and backlog amortization	0.3			—			9.1			—
Acquisition related charges	8.4			4.7			19.8			7.8
Repositioning charges, net of gain on property sale	5.7			13.0			14.7			13.0
Impact from change in accounting principle*	5.3			3.6			21.1			13.6
Operating profit before special items	$	129.8		$	108.6		$	506.0		$	422.8		19.5	%	19.7	%
Percentage of sales	15.5		%	15.2		%	15.1		%	15.2		%
Net income (loss) attributable to common shareholders	$	89.2		$	(28.7	)	$	335.6		$	171.8
Per share	$	1.46		$	(0.48	)	$	5.50		$	2.84		NM		93.5	%
Special items impacting net income (loss) attributable to common shareholders:
Inventory step-up and Backlog amortization - Net Of Tax	0.2			—			6.9			—
Per Share	$	0.00					$	0.11
Acquisition related charges - Net of Tax	6.5			4.6			15.1			6.7
Per Share	$	0.11		$	0.08		$	0.25		$	0.11
Repositioning charges, net of gain on property sale - Net of Tax	3.9			8.0			10.9			8.0
Per Share	$	0.06		$	0.13		$	0.18		$	0.13
Incremental financing costs associated with acquisition - Net of Tax	—			—			2.1			—
Per Share							$	0.03
Impact of Tax Law Change	0.2			87.1			(5.5		)	87.1
Per Share	$	0.00		$	1.44		$	(0.09	)	$	1.44
Net Income Attributable To Common Shareholders Before Special Items	$	100.0		$	71.0		$	365.1		$	273.6		40.8	%	33.5	%
Per Basic Share	$	1.68		$	1.20		$	6.12		$	4.61		40.4	%	33.0	%
Per Diluted Share	$	1.64		$	1.18		$	5.99		$	4.53		39.6	%	32.2	%

In the three months ended December 31, 2017 Average Shares Outstanding excluding the effect of diluted stock options were used to compute the per share amounts since this period was in a loss position. Had Net Income Attributable To Common Shareholders been reported for this period, Average Shares Outstanding would have included the effect of diluted stock options when computing per share amounts (see chart below).

	(in thousands)
Average Basic Shares Outstanding	59,373
Effect of Diluted Stock Options	1,041
Average Shares Outstanding including the effect of Stock Options	60,414

When considering the effect of dilutive stock options on shares outstanding, Net Income Attributable To Common Shareholders Before Special Items is $1.64 per share and $1.18 per share for the three months ended December 31, 2018 and 2017, respectively.

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	Three Months Ended December 31,						Twelve Months Ended December 31,
	2018			2017			2018		2017
Provision for Income Taxes - GAAP Basis	$	15.4		$	111.4		$	75.9	$	195.0
Tax effect of inventory step-up and backlog amortization	—			—			2.2		—
Tax effect of acquisition related charges	2.0			0.1			4.7		1.1
Tax effect of repositioning charges	1.7			4.9			3.8		4.9
Tax effect of incremental financing costs associated with acquisition	—			—			0.6		—
Impact of tax law change	(0.2		)	(87.1		)	5.5		(87.1		)
Provision for Income Taxes - non-GAAP Basis	$	18.9		$	29.3		$	92.7	$	113.9

Segment Information:	For the three months ended December 31, 2018
	Fluid Handling			Payment & Merchandising Technologies			Aerospace & Electronics			Engineered Materials			Corporate			Total Company
Net sales	$	279.7		$	312.8		$	196.5		$	50.7		$	—		$	839.7
Operating Profit - GAAP	30.8			46.1			44.2			5.4			(16.4		)	110.1
Inventory step-up and backlog amortization	—			0.3			—			—			—			0.3
Acquisition related charges	—			8.4			—			—			—			8.4
Repositioning charges, net of gain on property sale	3.5			1.7			0.5			—			—			5.7
Impact from change in accounting principle*	3.8			0.7			0.2			0.1			0.5			5.3
Operating Profit before Special Items	$	38.1		$	57.2		$	44.9		$	5.5		$	(15.9	)	$	129.8
Percentage of Sales	13.6		%	18.3		%	22.8		%	10.8		%				15.5		%

Segment Information:	For the three months ended December 31, 2017
	Fluid Handling			Payment & Merchandising Technologies			Aerospace & Electronics			Engineered Materials			Corporate			Total Company
Net Sales	$	272.2		$	194.4		$	184.9		$	62.7		$	—		$	714.2
Operating Profit - GAAP	17.6			25.0			55.5			10.0			(20.8		)	87.3
Transaction related costs	0.4			0.1			—			—			4.2			4.7
Repositioning charges, net of gain on property sale	10.6			12.2			(9.8		)	—			—			13.0
Impact from change in accounting principle*	2.8			0.4			(0.1		)	—			0.5			3.6
Operating Profit before Special Items	$	31.4		$	37.7		$	45.6		$	10.0		$	(16.1	)	$	108.6
Percentage of Sales	11.5		%	19.4		%	24.7		%	15.9		%				15.2		%

* Represents the impact from the change in presentation of net periodic pension and postretirement benefit costs.

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CRANE CO.

Guidance

(in millions, except per share data)

	2019 Full Year Guidance
2019 earnings per share guidance	Low		High
Earnings Per Share - GAAP basis	$	6.05	$	6.25
Repositioning Costs	0.13		0.13
Acquisition Integration Costs	0.07		0.07
Earnings Per Share - Non-GAAP basis	$	6.25	$	6.45

CASH FLOW ITEMS

	Three Months Ended December 31,						Twelve Months Ended December 31,						2019 Full Year Guidance
	2018			2017			2018			2017			Low			High
Cash Provided by Operating Activities  before Asbestos-Related Payments	$	208.9		$	159.1		$	477.7		$	380.0		$	475.0		$	505.0
Asbestos-related payments, net of insurance recoveries	(17.5		)	(15.7		)	(63.9		)	(62.5		)	(50.0		)	(50.0		)
Cash Provided by Operating Activities	191.4			143.4			413.8			317.5			425.0			455.0
Less: Capital Expenditures	(33.2		)	(14.7		)	(108.8		)	(49.0		)	(90.0		)	(90.0		)
Free Cash Flow	$	158.2		$	128.7		$	305.0		$	268.5		$	335.0		$	365.0

Certain non-GAAP measures have been provided to facilitate comparison with the prior year.

The Company reports its financial results in accordance with U.S. generally accepted accounting principles (GAAP). However, management believes that non-GAAP financial measures which exclude certain non-recurring items present additional useful comparisons between current results and results in prior operating periods, providing investors with a clearer view of the underlying trends of the business. Management also uses these non-GAAP financial measures in making financial, operating, planning and compensation decisions and in evaluating the Company's performance.

In addition, Free Cash Flow provides supplemental information to assist management and investors in analyzing the Company’s ability to generate liquidity from its operating activities. The measure of Free Cash Flow does not take into consideration certain other non-discretionary cash requirements such as, for example, mandatory principal payments on the Company's long-term debt. Non-GAAP financial measures, which may be inconsistent with similarly captioned measures presented by other companies, should be viewed in addition to, and not as a substitute for, the Company’s reported results prepared in accordance with GAAP.

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