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| CR > SEC Filings for CR > Form 8-K on 27-Oct-2009 | All Recent SEC Filings |
27-Oct-2009
Results of Operations and Financial Condition, Other Events, Financial Statements a
On October 26, 2009, Crane Co. announced its results of operations for the quarter ended September 30, 2009. Copies of the related press release and quarterly financial data supplement are being furnished as Exhibits 99.1 and 99.2 to this Form 8-K.
The information furnished under Item 2.02 of this Current Report on Form 8-K,
including Exhibits 99.1 and 99.2, is not deemed to be "filed" for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended.
Asbestos Liability
Information Regarding Claims and Costs in the Tort System
As of September 30, 2009, the Company was a defendant in cases filed in various
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:
Three Months Ended Nine Months Ended Year Ended
September 30, September 30, December 31,
2009 2008 2009 2008 2008
Beginning claims 71,420 81,979 74,872 80,999 80,999
New claims 696 936 2,900 3,585 4,671
Settlements* (275 ) (323 ) (820 ) (963 ) (1,236 )
Dismissals (1,559 ) (6,411 ) (6,670 ) (7,440 ) (9,562 )
Ending claims ** 70,282 76,181 70,282 76,181 74,872
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* Includes Joseph Norris and Earl Haupt judgments.
** Does not include 36,447 maritime actions that were filed in the United States District Court for the Northern District of Ohio and transferred to the Eastern District of Pennsylvania pursuant to an order by the Federal Judicial Panel on Multi-District Litigation ("MDL"). These claims have been placed on the inactive docket of cases that are administratively dismissed without prejudice in the MDL.
Of the 70,282 pending claims as of September 30, 2009, approximately 25,100 claims were pending in New York, approximately 14,200 claims were pending in Mississippi, approximately 9,800 claims were pending in Texas and approximately 2,100 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.
Substantially all of the claims the Company resolves are either dismissed or concluded through settlements. To date, the Company has paid two judgments arising from adverse jury verdicts in asbestos matters. The first payment, in the amount of $2.54 million, was made on July 14, 2008, approximately two years after the adverse verdict, in the Joseph Norris matter in Los Angeles, California, after the Company had exhausted all post-trial and appellate remedies. The second payment in the amount of $0.02 million, was made in June 2009 after an adverse verdict in the Earl Haupt case in Los Angeles, California on April 21, 2009. Such judgment amounts are not included in the Company's incurred costs until all available appeals are exhausted and the final payment amount is determined.
On May 16, 2008, the Company received an adverse verdict in the Chief Brewer claim in Los Angeles, California. The amount of the judgment entered was $0.68 million plus interest and costs. The Company is pursuing an appeal in this matter.
On February 2, 2009, the Company received an adverse verdict in the Dennis Woodard claim in Los Angeles, California. The jury found that the Company was responsible for one-half of one percent (0.5%) of plaintiffs' damages of $16.93 million; however, based on California court rules regarding allocation and damages, judgment was entered against the Company in the amount of $1.65 million, plus costs. Following entry of judgment, the Company filed a motion with the trial court requesting judgment in the Company's favor notwithstanding the jury's verdict, and on June 30, 2009 the court advised that the Company's motion was granted and judgment was entered in favor of the Company. The plaintiffs have appealed that ruling.
The gross settlement and defense costs incurred (before insurance recoveries and tax effects) for the Company in the nine-month periods ended September 30, 2009 and 2008 totaled $86.1 million and $71.1 million, respectively. In contrast to the recognition of settlement and defense costs that reflect the current level of activity in the tort system, cash payments and receipts generally lag the tort system activity by several months or more, and may show some fluctuation from quarter to quarter. Cash payments of settlement amounts are not made until all releases and other required documentation are received by the Company, and reimbursements of both settlement amounts and defense costs by insurers may be uneven due to insurer payment practices, transitions from one insurance layer to the next excess layer and the payment terms of certain reimbursement agreements. The Company's total pre-tax payments for settlement and defense costs, net of funds received from insurers, in the nine-month periods ended September 30, 2009 and 2008 totaled $34.8 million, (reflecting the receipt of $14.5 million for full policy buyout from Highlands Insurance Company ("Highlands")) and $34.9 million, respectively. Detailed below are the comparable amounts for the periods indicated.
Three Months Ended Nine Months Ended Year Ended
(in millions) September 30, September 30, December 31,
2009 2008 2009 2008 2008
Settlement / indemnity costs incurred (1) $ 14.8 $ 15.2 $ 47.0 $ 33.0 $ 45.2
Defense costs incurred (1) 11.9 12.5 39.1 38.1 51.9
Total costs incurred $ 26.7 $ 27.7 $ 86.1 $ 71.1 $ 97.1
Settlement / indemnity payments $ 16.0 $ 13.4 $ 41.9 $ 28.5 $ 40.8
Defense payments 15.0 13.3 37.4 36.5 55.5
Insurance receipts (2) (8.7 ) (8.4 ) (44.5 ) (30.1 ) (38.2 )
Pre-tax cash payments (2) $ 22.3 $ 18.3 $ 34.8 $ 34.9 $ 58.1
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(1) Before insurance recoveries and tax effects.
(2) The nine months ended September 30, 2009 includes a $14.5 million payment from Highlands in January 2009.
There were no comparable policy settlements in the 2008 period.
Cumulatively to date through September 30, 2009, the Company has resolved (by settlement or dismissal) approximately 57,600 claims. The related cumulative settlement costs incurred by the Company and its insurance carriers are approximately $216 million, for an average cost per resolved claim of $3,756. The average cost per claim resolved during the years ended December 31, 2008 and 2007 was $4,186 and $4,977, 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.
Effects on the Condensed Consolidated Financial Statements
The Company has retained the firm of Hamilton, Rabinovitz & Associates, Inc. ("HR&A"), a nationally recognized expert in the field, to assist management in estimating the Company's asbestos liability in the tort system. HR&A reviews information provided by the Company concerning claims filed, settled and dismissed, amounts paid in settlements and relevant claim information such as the nature of the asbestos-related disease asserted by the claimant, the jurisdiction where filed and the time lag from filing to disposition of the claim. The methodology used by HR&A to project future asbestos costs is based largely on the Company's experience during a base reference period consisting of the two full preceding calendar years (and additional quarterly periods to the estimate date) for claims filed, settled and dismissed. The Company's experience is then compared to the results of previously conducted epidemiological studies estimating the number of individuals likely to develop asbestos-related diseases. Those studies were undertaken in connection with national analyses of the population of workers believed to have been exposed to asbestos. Using that information, HR&A estimates the number of future claims that would be filed against the Company and estimates the aggregate settlement or indemnity costs that would be incurred to resolve both pending and future claims based upon the average settlement costs by disease during the reference period. This methodology has been accepted by numerous courts. After discussions with the Company, HR&A augments its liability estimate for the costs of defending asbestos claims in the tort system using a forecast from the Company which is based upon discussions with its defense counsel. Based on this information, HR&A compiles an estimate of the Company's asbestos liability for pending and future claims, based on claim experience over the past two to three years and covering claims expected to be filed through the indicated period. The most significant factors affecting the liability estimate are (1) the number of new mesothelioma claims filed against the Company, (2) the average settlement costs for mesothelioma claims, (3) the percentage of mesothelioma claims dismissed against the Company and (4) the aggregate defense costs incurred by the Company. These factors are interdependent, and no one factor predominates in determining the liability estimate. Although the methodology used by HR&A will also show claims and costs for periods subsequent to the indicated period (up to and including the endpoint of the asbestos studies referred to above), management believes that the level of uncertainty regarding the various factors used in estimating future asbestos costs is too great to provide for reasonable estimation of the number of future claims, the nature of such claims or the cost to resolve them for years beyond the indicated estimate.
In the Company's view, the forecast period used to provide the best estimate for asbestos claims and related liabilities and costs is a judgment based upon a number of trend factors, including the number and type of claims being filed each year, the jurisdictions where such claims are filed and the effect of any legislation or judicial orders in such jurisdictions restricting the types of claims that can proceed to trial on the merits and the likelihood of any comprehensive asbestos legislation at the federal level. In addition, the dynamics of asbestos litigation in the tort system have been significantly affected over the past five to ten years 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 are estimated to provide $25 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
Liability Estimate. With the assistance of HR&A, effective as of September 30, 2007, the Company updated and extended its estimate of the asbestos liability, including the costs of settlement or indemnity payments and defense costs relating to currently pending claims and future claims projected to be filed against the Company through 2017. The Company's previous estimate was for asbestos claims filed through 2011. As a result of this updated estimate, the Company recorded an additional liability of $586 million as of September 30, 2007. The Company's decision to take this action at such date was based on several factors. First, the number of asbestos claims being filed against the Company has moderated substantially over the past several years, and in the Company's opinion, the outlook for asbestos claims expected to be filed and resolved in the forecast period is reasonably stable. Second, these claim trends are particularly true for mesothelioma claims, which although constituting only 5% of the Company's total pending asbestos claims, have accounted for approximately 90% of the Company's aggregate settlement and defense costs over the past five years. Third, federal legislation that would significantly change the nature of asbestos litigation failed to pass in 2006, and in the Company's opinion, the prospects for such legislation at the federal level are remote. . . .
(a) None
(b) None
(c) None
(d) Exhibits
99.1 Earnings Press Release dated October 26, 2009, issued by Crane Co.
99.2 Crane Co. Quarterly Financial Data Supplement for the quarter ended September 30, 2009
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