Exhibit 99.1
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Crane
Co.
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NEWS
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Contact :
Pamela J.S. Styles
Director, Investor Relations and
Corporate Communications
203-363-7352
www.craneco.com
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C RANE C O .
R EPORTS
F OURTH Q UARTER E ARNINGS AND
T ERMINATION OF A SBESTOS S ETTLEMENT A GREEMENT ;
I NCREASES F ULL Y EAR 2005 G UIDANCE
Termination of Asbestos
Settlement
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The Company
exercised its right to terminate the Master Settlement Agreement
following material change in case law from the Third
Circuit’s Combustion Engineering decision
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Cancellation of
the settlement funding obligation and return to tort system for
claim resolution is expected to reduce 2005 interest expense by
$.07 per share; as a result, the Company increased its full year
2005 guidance to $2.10-$2.25 from $2.05-$2.15 per share
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Fourth Quarter Highlights (vs.
Fourth Quarter 2003):
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Sales increased
13% to $485.6 million
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Operating
profit, before adjustment to asbestos liability, decreased 13% to
$46.2 million
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Operating
profit margin, before adjustment to asbestos liability, was 9.5%
vs. 12.4%
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Earnings per
share of $.78 per share vs. $.56 per share
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EPS of $.78
including $.52 from operations, an $.11 gain from the previously
announced Victaulic divestiture and $.15 from the reduction in the
asbestos liability
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Full Year Highlights (vs. Full
Year 2003):
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Sales grew 16%
to $1.9 billion
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Operating
profit, before asbestos and environmental charge, increased 10% to
$186.3 million
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Earnings per
share increased 19% to $2.09 per share, including the $.11 gain on
the Victaulic divestiture and before asbestos and environmental
charge. After the charge, the Company reported a full year net loss
of $1.78 per share
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STAMFORD, CONNECTICUT – January 24, 2005 -
Crane Co. (NYSE: CR), a diversified manufacturer of engineered
industrial products, reports fourth quarter 2004 net income
increased to $46.4 million, or $.78 per share, compared with net
income of $33.7 million, or $0.56 per share, reported in the fourth
quarter 2003. Net income of $46.4 million included a $6.5 million
gain
1
from the Victaulic divestiture, as well as a
$9.1 million increase to income resulting from the adjustment of
the Company’s asbestos liability to a tort system liability
estimate after termination of the Master Settlement Agreement as
discussed below.
The fourth quarter sales increase of $57.3
million, or 13%, included $30.4 million (7%) from core business
growth, incremental sales of $14.5 million (3%) from the P.L.
Porter and Hattersley businesses acquired in January 2004, and
$12.4 million (3%) from favorable foreign currency translation.
Operating profit of $46.2 million, before the asbestos liability
adjustment, declined $7.0 million, or 13%, from $53.2 million
principally due to reduced margins in the Aerospace &
Electronics Segment, reflecting reduced commercial aftermarket
sales, increased investment in engineering for new product
development and weak microwave and microelectronics shipments in
Electronics. The Company’s Fluid Handling and Engineered
Materials Segments continued to experience higher raw material
costs that have not yet been fully offset by price increases.
Operating profit margin before the asbestos liability adjustment
dropped to 9.5% from 12.4% in the fourth quarter 2003.
Full year 2004 net income, before the net impact
of asbestos and environmental charge, increased to $123.9 million,
or $2.09 per share (including $.11 per share from the Victaulic
divestiture), compared with net income of $104.3 million, or $1.75
per share, reported for the full year 2003. Including the impact
from the asbestos and environmental charge of $229.3 million, the
Company recorded a full year 2004 net loss of $105.4 million, or
$1.78 per share.
The full year sales increase of $254.3 million,
or 16%, included $97.9 million (6%) from core business growth,
incremental sales of $106.9 million (7%) from acquisitions and
$49.5 million
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(3%) from favorable foreign currency
translation. Full year operating loss was $161.5 million, with an
operating profit of $186.3 million before the net impact of the
asbestos and environmental charge. Operating profit, before the
charge, increased $17.3 million, or 10%, reflecting improvement in
each segment except Aerospace and Electronics. Operating profit
margin of 9.9%, before the asbestos and environmental charge, was
below prior year margin of 10.3% driven by lower margins in the
Aerospace & Electronics Segment.
Order backlog at December 31, 2004 totaled
$566.7 million compared with backlog of $572.4 million at September
30, 2004.
“Fourth quarter operating results were in
line with our guidance,” said Crane Co. president and chief
executive officer, Eric C. Fast. “We are seeing market
improvement now in most of our end markets; however, higher
material costs are impacting margins in Engineered Materials, Fluid
Handling and, to a lesser extent, Merchandising Systems. Aerospace
& Electronics margins remain under pressure from the mix of
OEM/aftermarket sales and higher engineering costs for new
programs, as well as lower sales volume levels of Electronics
products. With the termination of our asbestos settlement, we are
revising our guidance for 2005 upward from $2.05-$2.15 to
$2.10-$2.25 per share reflecting interest savings from longer-term
funding in the tort system as compared to the settlement
agreement.”
Divestitures
As previously announced, on December 31, 2004,
the Company sold the UK-based business and intellectual property of
Victaulic for $15.3 million in an all cash transaction. The Company
realized an after-tax gain of $6.5 million, or $.11 per share, on
the sale. The Victaulic trademark
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and business assets were acquired in connection
with the acquisition of certain valve and fittings product lines
from Etex S.A. in June 2003.
Asbestos Update
On October 21, 2004 the Company reached an
agreement in principle to resolve all current and future
asbestos-related personal injury claims against the Company, to be
structured and implemented pursuant to Section 524(g) of the U.S.
Bankruptcy Code. On that date, MCC Holdings, Inc., an indirect
wholly owned subsidiary of the Company formerly known as Mark
Controls Corporation (“MCC”), entered into a Master
Settlement Agreement (“MSA”) with representatives of a
majority of current claimants and a Settlement Trust Agreement,
which provides for a $280 million trust (the “MCC Settlement
Trust”) to be funded and administered to pay asbestos-related
personal injury claims settled under the MSA.
On December 2, 2004, the United States Court of
Appeals for the Third Circuit reversed the District Court order
approving Combustion Engineering’s asbestos-related
bankruptcy plan of reorganization and addressed the scope of
Section 524(g) and the appropriate structure of transactions
providing relief for asbestos defendant companies under Section
524(g). The Court’s opinion, in the Company’s view,
constitutes a material change in the case law regarding Section
524(g) transactions, and accordingly, on January 24, 2005, the
Company exercised its right to terminate the MSA. As a consequence
of the Company’s notice of termination, the trustee of the
MCC Settlement Trust is required to return to the Company (i) the
Company’s $270 million demand note and (ii) $10 million in
cash that was paid on October 21, 2004.
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Crane Co. management, with the assistance of
outside experts, has reviewed the estimated asbestos liability in
light of the termination of the MSA. Because of the many
uncertainties inherent in predicting the course of asbestos
litigation, management believes that it is not possible to make a
meaningful estimate of the Company’s asbestos liability
beyond the year 2011. Based on its most recent experience, the
Company has made its best estimate of the costs through 2011 of
resolving asbestos claims in the tort system. It has also adjusted
the assumed rate of insurance recoveries from 30% for the
accelerated settlement payments back to 40% under the tort system.
Under the tort system, the Company incurs not only settlement costs
but substantial legal defense costs, and the Company’s best
estimate of these costs for both pending and future claims through
2011 (including certain related fees and expenses) amounted to
$649.7 million at December 31, 2004. This compares to the MSA-based
liability estimate of $565.9 million ($578 million at September 30,
2004) which represents the cost of the one-time settlement of all
asbestos claims against the Company. The $83.8 million higher
liability estimate under the tort system includes the added cost to
defend claims against the Company. However, the higher insurance
recovery rate in the tort system (40%), as compared with the MSA
(30%), is expected to provide the Company with greater insurance
recoveries of approximately $97.8 million. Thus, the net estimated
cost after anticipated insurance recoveries was reduced by $14
million, which increased net income by $9.1 million, or $0.15 per
share, in the fourth quarter of 2004.
All discussions and financial disclosure in this
press release and supporting financial statements reflect the
Company’s current financial position subsequent to
termination of the MSA.
Please see the additional asbestos-related
information pr