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.
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
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.
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.
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.
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.
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.
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
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.
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.
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
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.
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%
.
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).
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.
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.
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.
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
|
|
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
|
)
|
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.
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
|
|
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.
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.
|
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:
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.
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
|
|
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.
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.
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.
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.
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
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.
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”.
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
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
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
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.
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,
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.
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.
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.
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”
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.
|