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): February 24, 2021

CRANE CO.

(Exact name of registrant as specified in its charter)

DELAWARE

(State or other jurisdiction of incorporation)

Delaware	1-1657		13-1952290
(State or other jurisdiction of incorporation or organization)	(Commission File Number)		(I.R.S. Employer Identification No.)
100 First Stamford Place	Stamford	CT	06902
(Address of Principal Executive Offices)			(Zip Code)

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

N/A

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

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

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

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

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

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, par value $1.00	CR	New York Stock Exchange

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

Emerging growth company ☐

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

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SECTION 8 – OTHER EVENTS

Item 8.01 Other Events

On February 24, 2021, Crane Co. (the “Company”) issued a press release providing additional details regarding its 2021 Annual Investor Conference and announcing, among other things, the Company’s updated full-year guidance for 2021. A copy of the Company’s press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

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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	Press Release dated February 24, 2021, issued by Crane Co.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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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.
February 24, 2021
	By:	/s/ Anthony M. D’Iorio
		Anthony M. D’Iorio
		SVP, General Counsel & Secretary

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Document and Entity Information	As of
	2/24/2021
Entity Central Index Key	0000025445
Amendment Flag	false

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EX-99.1

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

Crane Co. to Host Annual Investor Conference; Raises 2021 EPS Guidance

STAMFORD, CONNECTICUT – February 24, 2021 – As previously announced, Crane Co. (NYSE:CR) will hold its annual investor conference virtually on Thursday, February 25, 2021, from 9:00 AM to 11:00 AM (EST). Speakers will include Max H. Mitchell and other key Crane Co. executives.

Crane Co. is also raising its full year 2021 guidance for GAAP earnings per diluted share (EPS) by $0.10 to a range of $4.95-$5.15. Excluding Special Items, 2021 EPS guidance is now $5.00-$5.20. The revised guidance reflects core sales growth of approximately 3%, compared to the 2% core sales growth assumption in the Company’s prior guidance. (Please see the attached Non-GAAP Financial Measures table for a detailed reconciliation of GAAP EPS guidance to adjusted EPS guidance.) Additional details about the increased guidance will be provided during the investor conference, and in the accompanying presentation materials that are now available on the company’s website at www.craneco.com/investors.

During the event, Crane Co.’s leadership team will provide an update on its three strategic growth platforms, as well as elements of the Company’s growth strategy that will continue to drive superior shareholder returns.

Crane Co. President and Chief Executive Officer Max Mitchell commented, “Through consistent investment in technology and strategic growth initiatives, as well our ongoing focus on driving productivity and operational improvement, Crane is extremely well positioned to outgrow its underlying end markets as we emerge from the COVID-related downturn. I believe that we are at an inflection point for accelerating growth both organically, and through inorganic capital allocation.”

Management will discuss four key themes during the investor conference:

•Expectations for a strong, broad-based recovery in key end markets, along with benefits from the portfolio’s alignment with certain strengthening secular trends;

•Accelerating growth from consistent and continued investment in new product development, breakthrough innovations, technology investments, and localization;

•Growing opportunities for inorganic growth based on a long history and track-record of successful acquisitions; and,

•The importance of our solid foundation which includes our Crane Business System and its disciplined cadence and execution, as well as our strong culture with its emphasis on ethics, philanthropy, sustainability and equality.

“We have clear momentum from strengthening markets, as well as increasing traction with our growth initiatives. After 17 years at Crane, I have never felt more energized and excited about the future of Crane and the opportunities that lie ahead, and I am confident that we are on a path to generate substantial and sustainable value for all of our stakeholders.”

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Interested parties may listen to a simultaneous webcast of this event through the Company’s website. A web replay will be available on our website shortly after completion of the event.

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

This press release may contain forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. These statements are based on the management’s current beliefs, expectations, plans, assumptions and objectives regarding Crane Co.’s future financial performance and are subject to significant risks and uncertainties. Any discussions contained in this press release, except to the extent that they contain historical facts, are forward-looking and accordingly involve estimates, assumptions, judgments and uncertainties. There are a number of factors, including risks and uncertainties related to the ongoing COVID-19 pandemic, that could cause actual results or outcomes to differ materially from those expressed or implied in these forward-looking statements. Such factors also include, among others: uncertainties regarding the extent and duration of the impact of the COVID-19 pandemic on many aspects of our business, operations and financial performance; changes in economic, financial and end-market conditions in the markets in which we operate; fluctuations in raw material prices; the financial condition of our customers and suppliers; economic, social and political instability, currency fluctuation and other risks of doing business outside of the United States; competitive pressures, including the need for technology improvement, successful new product development and introduction and any inability to pass increased costs of raw materials to customers; our ability to value and successfully integrate acquisitions, to realize synergies and opportunities for growth and innovation, and to attract and retain highly qualified personnel and key management; a reduction in congressional appropriations that affect defense spending and our ability to predict the timing and award of substantial contracts in our banknote business; adverse effects on our business and results of operations, as a whole, as a result of increases in asbestos claims or the cost of defending and settling such claims; adverse effects as a result of environmental remediation activities, costs, liabilities and related claims; investment performance of our pension plan assets and fluctuations in interest rates, which may affect the amount and timing of future pension plan contributions; and other risks noted in reports that we file with the Securities and Exchange Commission, including the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020 and subsequent reports filed with the Securities and Exchange Commission. Crane Co. does not undertake any obligation to update or revise any forward-looking statements.

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CRANE CO.

Non-GAAP Financial Measures

	2021 Full Year Guidance
	Low	High
Earnings per share guidance
Earnings per share – GAAP basis	$4.95	$5.15
Repositioning and other	$0.05	$0.05
Earnings per share – non-GAAP basis	$5.00	$5.20

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

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XML

Cover Page Cover Page	Feb. 24, 2021
Cover [Abstract]
Document Type	8-K
Document Period End Date	Feb. 24, 2021
Entity Registrant Name	CRANE CO.
Entity Incorporation, State or Country Code	DE
Entity File Number	1-1657
Entity Tax Identification Number	13-1952290
Entity Address, Address Line One	100 First Stamford Place
Entity Address, City or Town	Stamford
Entity Address, State or Province	CT
Entity Address, Postal Zip Code	06902
City Area Code	203
Local Phone Number	363-7300
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Title of 12(b) Security	Common Stock, par value $1.00
Trading Symbol	CR
Security Exchange Name	NYSE
Entity Central Index Key	0000025445
Amendment Flag	false