Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of our financial condition and results of operations should be read together with our Consolidated financial statements and related notes included under Item 8 of this Annual Report on Form 10-K.
Crane Company has delivered innovation and technology-led solutions for customers since its founding in 1855. Today, Crane is a leading manufacturer of highly engineered components for challenging, mission-critical applications focused on the aerospace, defense, space and process industry end markets. The Company has two reporting segments: Aerospace & Advanced Technologies and Process Flow Technologies.
Our strategy is to grow earnings and cash flow by focusing on the development and manufacturing of highly engineered industrial products for specific markets where our scale is a relative advantage, and where we can compete based on our proprietary and differentiated technology, our deep vertical expertise, and our responsiveness to unique and diverse customer needs. We continuously evaluate our portfolio, pursue acquisitions that complement our existing businesses and are accretive to our growth profile, selectively divest businesses where appropriate, and pursue internal mergers to improve efficiency. We strive to foster a performance-based culture focused on productivity and continuous improvement, to attract and retain a committed management team whose interests are directly aligned with those of our shareholders, and to maintain a focused, efficient corporate structure.
We will continue to execute this strategy while remaining committed to the values of our founder, R.T. Crane, who resolved to conduct business "in the strictest honesty and fairness; to avoid all deception and trickery; to deal fairly with both customers and competitors; to be liberal and just toward employees; and to put my whole mind upon the business."
References to changes in “core sales” or “core growth” in this report include sales and the change in sales excluding the impact of foreign currency translation as well as acquisitions and divestitures from closing up to the first anniversary, of such acquisitions or divestitures.
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.
Recent Events and Transactions
Acquisition of Druck, Panametrics and Reuter-Stokes
On June 6, 2025, the Company entered into a definitive Purchase Agreement with the Baker Hughes Company for the acquisition of Druck, Panametrics and Reuter-Stokes. Collectively, they are leading providers of sensor-based technologies for aerospace, nuclear and process industries. The Company completed the acquisition on January 1, 2026. The Druck brand is being integrated into the Aerospace & Advanced Technologies segment. Panametrics and Reuter-Stokes brands are being integrated into the Process Flow Technologies segment.
Acquisition of optek-Danulat
On January 1, 2026, the Company completed the acquisition of optek-Danulat (“Optek”). Optek is a leading provider of inline process control optical measurement solutions for biopharma, pharmaceutical and other demanding markets. Optek is being integrated into the Process Flow Technologies segment.
Table of Contents
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Acquisitions and Items Affecting Comparability of Reported Results
The comparability of our results for the years ended December 31, 2025, 2024 and 2023 is affected by the following significant items:
Acquisitions
On November 1, 2024, the Company completed the acquisition of Technifab Products, Inc. (“Technifab”). Technifab, is a leading provider of vacuum insulated pipe systems and valves for cryogenic applications. Technifab has been integrated into the Process Flow Technologies segment.
On May 1, 2024, the Company completed the acquisition of CryoWorks, Inc. (“ CryoWorks ”) . CryoWorks, is a leading supplier of vacuum insulated pipe systems for cryogenic and hydrogen applications. CryoWorks has been integrated into the Process Flow Technologies segment.
On January 2, 2024, the Company completed the acquisition of Vian Enterprises, Inc. (“Vian”). Vian is a global designer and manufacturer of multi-stage lubrication pumps and lubrication system components technology for critical aerospace and defense applications with sole-sourced and proprietary content on the highest volume commercial and military aircraft platforms. Vian has been integrated into the Aerospace & Advanced Technologies segment.
On October 4, 2023, the Company completed the acquisition of Baum lined piping GmbH (“BAUM”). BAUM is a German based company that designs, manufactures, and distributes lined piping products primarily focused on chemical and industrial end markets. BAUM has been integrated into the Process Flow Technologies segment.
Transaction Related Expenses
In 2025, we recorded pre-tax transaction related expenses of $14.8 million primarily related to the Druck, Panametrics, Reuter-Stokes and Optek acquisitions.
In 2024, we recorded pre-tax transaction related expenses of $8.4 million primarily related to the Vian, CryoWorks and Technifab acquisitions and the divestiture of the Engineered Materials segment.
In 2023, we recorded pre-tax transaction related expenses of $39.3 million related to the separation.
Marion Site Hurricane Damage and Recovery
In September 2024, our manufacturing site in Marion, North Carolina was directly affected by flooding from Hurricane Helene. Our insurance covered the repair or replacement of assets that suffered damage or loss and also provided for business interruption coverage, which included lost profits, and reimbursement for other expenses and costs that have been incurred relating to the damages and losses suffered. The recovery related to business interruption was recognized when realized and received. We worked with our insurance carrier to assess the damage and ascertain the amount of insurance recoveries due to us as a result of the damage and loss we incurred, as such the timing of insurance proceeds lagged behind the actual losses incurred. As of December 31, 2025, the full insurance claim has been settled and no additional proceeds are expected to be recovered.
For the year ended December 31, 2025 and 2024, we incurred expenses of $6.0 million and $23.3 million, respectively related to damage caused by the hurricane, which included professional fees to restore and maintain the site. These costs are included in Engineering, selling and administrative expenses in the Consolidated Statements of Operations. On a cumulative basis, we incurred expenses of $29.3 million related to damage caused by the hurricane, all of which were fully covered by insurance except for the $0.5 million deductible. During the year ended December 31, 2025, we also received insurance proceeds for lost profits of $9.3 million, included in Miscellaneous income, net in the Consolidated Statements of Operations.
Table of Contents
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Results of Operations - For the Years ended December 31, 2025, 2024 and 2023
For the year ended December 31,
Favorable /
(Unfavorable) Change
Favorable /
(Unfavorable) Change
(in millions, except %)
Net sales:
Aerospace & Advanced Technologies
Process Flow Technologies
Total net sales
Sales growth:
Core business
Acquisitions
Foreign exchange
Total sales growth
Cost of sales
Engineering, selling and administrative
Operating profit:
Aerospace & Advanced Technologies
Process Flow Technologies
Corporate expense (a)
Total operating profit
Operating margin:
Aerospace & Advanced Technologies
Process Flow Technologies
Total operating margin
(a) For the years ended December 31, 2025, 2024 and 2023, Corporate expense included transaction related expenses of $14.8 million, $9.8 million and $41.5 million, respectively.
OVERALL
2025 compared to 2024
Sales increased by $173.8 million, or 8.2%, to $2,305.0 million in 2025. The year-over-year higher sales included:
• an increase in core sales of $132.7 million, or 6.2%, which was driven primarily by higher pricing;
• an increase in sales related to the CryoWorks, and Technifab acquisitions of $29.1 million, or 1.4%; and
• favorable foreign currency translation of $12.0 million, or 0.6% .
Cost of sales increased by $68.8 million, or 5.4%, to $1,332.2 million in 2025. The increase is primarily related to higher material, labor and other manufacturing costs, inclusive of tariffs of $110.7 million, or 8.8%, the impact from the CryoWorks, and Technifab acquisitions of $19.8 million, or 1.6%, unfavorable foreign currency translation of $6.7 million, or 0.5%, partially offset by strong productivity gains of $53.7 million, or 4.3%, lower volumes of $9.8 million, or 0.8%, and cost savings of $5.2 million, or 0.4%.
Engineering, selling and administrative expenses increased by $36.6 million, or 7.1%, to $548.6 million in 2025, primarily driven by the increase in administrative expenses of $27.0 million, or 5.3%, coupled with higher selling expenses of $5.0 million, or 1.0%. The increase in administrative expenses was primarily driven by investments in core businesses and the acquisitions of CryoWorks and Technifab.
Operating profit increased by $68.4 million, or 19.2%, to $424.2 million in 2025. The increase primarily reflected strong net price, inclusive of tariffs and productivity gains of $66.3 million, or 18.6%.
Table of Contents
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Comprehensive income
(in millions) For the year ended December 31,
Net income attributable to common shareholders
Other comprehensive income (loss), net of tax
Currency translation adjustment
Changes in pension and postretirement plan assets and benefit obligation, net of tax
Other comprehensive income (loss), net of tax
Comprehensive income before allocation to noncontrolling interests
Less: Noncontrolling interests in comprehensive income
Comprehensive income attributable to common shareholders
For the year ended December 31, 2025, comprehensive income before allocation to noncontrolling interests was $448.5 million compared to $290.6 million in 2024. The $157.9 million increase was primarily driven by $71.9 million of higher net income before allocation to noncontrolling interests, $82.0 million favorable impact of foreign currency translation adjustments, primarily related to the euro and British pound and a $4.0 million increase primarily due to favorable pension plan asset performance.
Table of Contents
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
AEROSPACE & ADVANCED TECHNOLOGIES
(in millions, except %) For the year ended December 31,
Net sales by product line:
Commercial Original Equipment
Military Original Equipment
Commercial Aftermarket Products
Military Aftermarket Products
Total net sales
Cost of sales
Engineering, selling and administrative
Operating profit
Assets
Backlog
Operating margin
2025 compared to 2024
Aerospace & Advanced Technologies sales increased $116.2 million, or 12.5%, to $1,048.9 million in 2025, primarily due to higher pricing and volumes of $114.6 million, or 12.3%. The commercial market and military market accounted for 61% and 39%, respectively, of total segment sales in 2025. Sales to OEM and aftermarket customers in 2025 were 66% and 34% of total segment sales, respectively.
• Sales of Commercial Original Equipment increased by $47.9 million, or 13.7%, to $ 397.3 million in 2025, reflecting strong demand from aircraft manufacturers.
• Sales of Military Original Equipment increased by $24.4 million, or 8.9%, to $ 297.5 million in 2025, reflecting strong demand from defense and space customers.
• Sales of Commercial Aftermarket Products increased by $29.0 million, or 13.3%, to $ 247.5 million in 2025, reflecting continued strong demand from airlines due to improving air traffic.
• Sales of Military Aftermarket Products increased by $14.9 million, or 16.2%, to $ 106.6 million in 2025, reflecting stronger demand for military products, partly in response to heightened geopolitical tensions globally.
Cost of sales increased $57.4 million, or 10.0%, to $ 631.8 million in 2025 compared to 2024, primarily reflecting higher material, labor and other manufacturing costs, inclusive of tariffs of $56.4 million, or 9.8%, increased volumes and mix impacts of $31.8 million, or 5.5%, partially offset by strong productivity gains of $29.0 million, or 5.0%.
Engineering, selling, and administrative expense increased by $5.3 million, or 3.5%, to $ 154.6 million in 2025, primarily related to higher selling and administrative costs of $6.7 million, or 4.5%, offset by lower engineering costs of $1.6 million, or 1.1%.
Operating profit increased $53.5 million, or 25.6%, to $262.5 million in 2025, the increase primarily reflected higher volumes and strong net price , inclusive of tariffs and productivity gains of $65.0 million, or 31.1%, offset by unfavorable mix of $14.7 million, or 7.0%.
Table of Contents
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
PROCESS FLOW TECHNOLOGIES
(in millions, except %) For the year ended December 31,
Net sales by product line:
Process Valves and Related Products
Commercial Valves
Pumps and Systems
Total net sales
Cost of sales
Engineering, selling and administrative
Operating profit
Assets
Backlog
Operating margin
2025 compared to 2024
Sales increased by 57.6 million, or 4.8%, to $1,256.1 million in 2025, primarily driven by the impact of the CryoWorks, and Technifab acquisitions of $29.1 million, or 2.4%, higher core sales of $18.1 million, or 1.5%, driven by higher pricing, and favorable foreign currency translation of $10.4 million, or 0.9%.
• Sales of Process Valves and Related Products increased by $34.3 million, or 3.8%, to $947.6 million in 2025, primarily driven by the impact of the CryoWorks and Technifab acquisitions of $29.1 million, or 3.2%, favorable foreign currency translation of $6.6 million, or 0.7%, and to a lesser extent offset by lower core sales of $1.4 million, or 0.2%, driven by lower volumes.
• Sales of Commercial Valves increased by $9.5 million, or 6.9%, to $147.4 million in 2025, primarily driven by increase in core sales of $5.4 million, or 3.9%, driven by higher pricing, and favorable foreign currency translation of $4.1 million, or 3.0%, as the British pound strengthened against the U.S. dollar.
• Sales of Pumps and Systems increased by $13.8 million, or 9.4%, to $161.1 million in 2025, reflecting an increase in core sales driven by higher pricing and volumes.
Cost of sales increased by $11.4 million, or 1.7%, to $700.4 million, reflecting higher material, labor and other manufacturing costs, inclusive of tariffs of $54.3 million, or 7.9%, the impact of the CryoWorks, and Technifab acquisitions of $19.8 million, or 2.9%, and unfavorable foreign currency translation of $6.1 million, or 0.9%, partially offset by lower volumes and mix impacts of $41.3 million, or 6%, strong productivity gains of $24.7 million, or 3.6%, and to a lesser extent cost savings of $2.8 million, or 0.4%.
Engineering, selling and administrative expense increased by $23.0 million, or 8.5%, to $292.2 million, reflecting an increase in administrative costs of $17.5 million, or 6.5%, primarily from investments in core businesses and the impact of the CryoWorks and Technifab acquisitions.
Operating profit increased by 23.2 million, or 9.7%, to $263.5 million in 2025. The increase is primarily due to strong net price, inclusive of tariffs and productivity gains of $31.2 million, or 13%, partially offset by the net impact of lower volumes and mix impacts of $12.2 million, or 5.1%.
Table of Contents
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
CORPORATE
(in millions) For the year ended December 31,
Corporate expense
Total Corporate expense
2025 compared to 2024
Total Corporate expense increased by $8.3 million, or 8.9%, in 2025, primarily reflecting higher transaction related expenses of $5.0 million, or 5.3%.
INTEREST AND MISCELLANEOUS INCOME, NET
(in millions) For the year ended December 31,
Interest income
Interest expense
Miscellaneous income, net
2025 compared to 2024
Interest expense decreased by $15.9 million, or 58.5%, resulting from the repayment of the 2023 Term facility during 2025. Miscellaneous income, net, increased $4.3 million, primarily related to the insurance proceeds received in connection with Hurricane Helene (see Note 13, “Commitment and Contingencies” for further detail).
INCOME TAX
(in millions, except %) For the year ended December 31,
Income before tax — U.S.
Income before tax — non-U.S.
Income before tax — worldwide
Provision for income taxes
Effective tax rate
Our effective tax rate is affected by a number of items, both recurring and discrete, including the amount of income we earn in different jurisdictions and their respective statutory tax rates, acquisitions and dispositions, changes in the valuation of our deferred tax assets and liabilities, changes in tax laws, regulations and accounting principles, the continued availability of statutory tax credits and deductions, and examinations initiated by tax authorities around the world. See "Application of Critical Accounting Policies" included later in this Item 7 for additional information about our provision for income taxes. A reconciliation of the statutory U.S. federal tax rate to our effective tax rate is set forth under Note 10, "Income Taxes" in the Notes to Consolidated Financial Statements.
The One Big Beautiful Bill Act
On July 4, 2025, the “One Big Beautiful Bill Act” was signed into law. This legislation did not have a material impact on our income tax expense for the year ended December 31, 2025, and while the Company is continuing to evaluate the financial statement impact of these new provisions on future reporting periods it is not expected to have a material impact in 2026.
Table of Contents
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES
(in millions) For the year ended December 31,
Net cash provided by (used for):
Operating activities from continuing operations
Investing activities from continuing operations
Financing activities from continuing and discontinued operations
Discontinued operations
Effect of exchange rate on cash, cash equivalents and restricted cash
Increase (decrease) in cash, cash equivalents and restricted cash
Our operating philosophy is to deploy cash provided from operating activities, when appropriate, to provide value to shareholders by reinvesting in existing businesses, by making acquisitions that will strengthen and complement our portfolio, by divesting businesses that are no longer strategic or aligned with our portfolio and where such divestitures can generate capacity for strategic investments and initiatives that further optimize our portfolio, and by paying dividends and/or repurchasing shares. At any given time, and from time to time, we may be evaluating one or more of these opportunities, although we cannot assure you if or when we will consummate any such transactions.
The Company raised the annual dividend for 2026 by 11% to $1.02 per share.
Our current cash balance, together with cash we expect to generate from future operations and borrowing capacity available under our revolving credit facility, is expected to be sufficient to finance our short- and long-term capital requirements, as well as to fund expected pension contributions.
In September 2025, we entered into a $900 million senior unsecured delayed draw term loan facility (the “Term Facility”), which matures on September 30, 2030, and a $900 million senior unsecured revolving facility (the “Revolving Facility”), which also matures on September 30, 2030. In December 2025, the Company borrowed $900 million under the Term Facility and an additional $250 million under the Revolving Facility. The borrowings under the Term Facility and Revolving Facility, along with cash on-hand, were used to fund the January 2026 acquisitions of Druck, Panametrics, Reuter-Stokes and optek-Danulat.
Operating Activities
Cash provided by operating activities from continuing operations, a key source of our liquidity, was $394.8 million in 2025, compared to $257.8 million in 2024. The increase in cash provided by operating activities from continuing operations was primarily driven by the $79.0 million increase in net income from continuing operations, adjusted for the exclusion of non-cash items and improved working capital of $60.7 million.
Investing Activities
Cash flows relating to investing activities from continuing operations consist primarily of cash used for capital expenditures and acquisitions of businesses. Cash used for investing activities from continuing operations was $48.1 million in 2025, compared to $230.0 million in 2024. The decrease in cash used for investing activities was primarily driven by the net cash paid of $197.4 million in the prior period for the acquisitions of Vian Enterprises, Inc., CryoWorks, Inc. and Technifab Products, Inc., partially offset by a $16.9 million increase in capital expenditures. Capital expenditures are made primarily for increasing capacity, replacing equipment, supporting new product development, and improving information systems.
Financing Activities
Financing cash flows consist primarily of dividend payments to shareholders, repayments of indebtedness, proceeds from our Credit Facilities and proceeds from the issuance of common stock in connection with employee stock plans.
Cash provided by financing activities was $838.8 million in 2025, compared to cash used for financing activities of $49.7 million in 2024. The increase in cash provided by financing activities was driven by:
• $960.0 million increase in borrowings under our Term Facility and Revolving Facility; partially offset by
• $55.6 million increase in debt repayments;
• $6.0 million increase in dividend payments;
• $5.6 million increase in debt refinancing costs; and
Table of Contents
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
• $4.3 million increase in payments for taxes related to net share settlements of equity awards, net of proceeds from stock option exercises.
Financing Arrangements
Total net debt was $1,148.2 million and $247.0 million as of December 31, 2025 and 2024, respectively.
As of December 31, 2025, our total debt to total capitalization ratio was 35.8%, computed as follows:
(in millions)
Total debt
Equity
Capitalization
Total indebtedness to capitalization
See Item 8 under Note 14, “Financing,” in the Notes to Consolidated Financial Statements for details regarding our financing arrangements.
Credit Ratings
As of December 31, 2025, we have not sought a rating from the credit agencies, and we have no immediate plans to do so. Although the Company is currently unrated, we believe that we have adequate access to capital through the bank market and our current Revolving Credit Facility.
Contractual Obligations
Under various agreements, we are obligated to make future cash payments in fixed amounts. These include payments under our short-term and long-term debt agreements and rent payments required under operating lease agreements from continuing operations. The following table summarizes our fixed cash obligations as of December 31, 2025:
Payment due by Period
(in millions)
Total
2031 and after
Debt (a)
Operating lease payments
Purchase obligations
Pension and postretirement benefits (b)
Other long-term liabilities reflected on Consolidated Balance Sheets (c)
Total
(a) Debt includes scheduled principal payments and borrowings under our Revolving Facility.
(b) Pension benefits are primarily funded by the respective pension trusts. Pension benefits are included through 2035.
(c) As the timing of future cash outflows is uncertain, the following long-term liabilities (and related balances) are excluded from the above table: long-term environmental liability of $5.1 million, gross unrecognized tax benefits of $10.3 million and related gross interest and penalties of $3.2 million.
Table of Contents
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
OUTLOOK - CONTINUING OPERATIONS
Our sales depend heavily on industries that are cyclical in nature or are subject to market conditions, which may cause customer demand for our products to be volatile and unpredictable. Demand in these industries is affected by fluctuations in domestic and international economic conditions, as well as currency fluctuations, commodity costs, and a variety of other factors.
For 2026, we expect total sales growth in the low-to-mid 20%s, driven by the Druck, Panametrics, Reuter-Stokes, and optek-Danulat acquisitions, as well as mid-single digit core sales growth and a slight foreign exchange benefit. We expect an improvement in operating profit driven primarily by productivity benefits and operating leverage on higher volumes, lower transaction related expenses, higher pricing net of inflation and contributions from the Druck, Panametrics, Reuter-Stokes, and optek-Danulat acquisitions.
Aerospace & Advanced Technologies
In 2026, we expect Aerospace & Advanced Electronics sales to increase in the low to mid 20% range driven by high-single digit core sales growth, a low-to-mid-teen percentage contribution from the Druck acquisition and a slight benefit from favorable foreign exchange.
We expect a substantial improvement in our commercial OEM business driven by higher aircraft build rates, and increased demand for our military OEM business driven by continued global geopolitical uncertainty. We also expect growth in our commercial and military aftermarket businesses driven by continued high utilization of aircraft, but at decelerating rates compared to 2024 and 2025 reflecting increasingly challenging year-over-year comparisons.
We expect segment operating profit to increase compared to 2025 due to higher volumes, positive net price and the contribution from the Druck acquisition. However, we expect operating margin to decline modestly compared to 2025 driven by the dilutive impact of the above-mentioned acquisitions.
Process Flow Technologies
In 2026, we expect Process Flow Technologies sales to increase in the low-to-mid 20%s driven by flat-to-low single digit core sales growth, a low-20% contribution from the Panametrics, Reuter-Stokes, and optek-Danulat acquisitions, as well as a 1% benefit from foreign exchange.
We expect core sales to be driven by demand in the pharmaceutical, water and waste-water and cryogenic markets offset by ongoing sluggishness in the chemical markets.
We expect segment operating profit to increase compared to 2025 due primarily to the contribution from the Panametrics, Reuter-Stokes, and optek-Danulat acquisitions. However, we expect operating margin to decline modestly compared to 2025 driven primarily by the dilutive impact of the acquisitions.
Table of Contents
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
APPLICATION OF CRITICAL ACCOUNTING ESTIMATES
Our consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States. Certain accounting policies require us 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. On an ongoing basis, we evaluate our estimates and assumptions, and the effects of revisions are reflected in the financial statements in the period in which they are determined to be necessary. The accounting estimates described below are those that most frequently require us to make estimates and judgments and, therefore, are critical to understanding our results of operations. We have discussed the development and selection of these accounting estimates and the related disclosures with the Audit Committee of our Board of Directors. Our significant accounting policies are more fully described in Item 8 under Note 1, “Nature of Operations and Significant Accounting Policies” in the Notes to Consolidated Financial Statements.
Revenue Recognition. 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 agreed with our customers.
Certain products however, are customized or sold directly to the U.S. government or indirectly to the U.S. government through subcontracts. In these cases, 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 accurate 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 monthly. In 2025, the Company recognized approximately $109.1 million in revenue over time related to contracts in as of December 31, 2025, or 4.7% of total sales.
These estimates are subject to uncertainties and require judgment. Estimates of contract costs include labor hours and rates, and material costs. These estimates consider historical performance, the complexity of the work to be performed, the estimated time to complete the project, and other economic factors such as inflation. We update our estimates on a periodic basis and any revisions to such estimates are recorded in earnings in the period in which they are determined. Provisions for estimated losses, if any, on uncompleted long-term contracts, are made in the period in which such losses are determined. We do not believe that any discrete event or adjustment to an individual contract within the aggregate changes in contract estimates for 2025, 2024 or 2023 was material to the Consolidated Statement of Operations for such annual periods.
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 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 our 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
Table of Contents
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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 the Consolidated Statement of Operations, while accrued interest and penalties are included within the related tax liability line of the Consolidated Balance Sheets.
Goodwill and Other Intangible Assets. As of December 31, 2025, we had $683.9 million of goodwill and $149.5 million of net intangible assets, of which $22.9 million were intangibles with indefinite useful lives, consisting of trade names. As of December 31, 2024, we had $661.6 million of goodwill and $159.9 million of net intangible assets, of which $21.4 million were intangibles with indefinite useful lives, consisting of trade names.
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 of our reporting units below its 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, 2025, we had three 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 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, was 9.0%. 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. To evaluate the sensitivity of the fair value calculations on the goodwill impairment test, 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 a fair value calculation exceeding our carrying value for each of our reporting units. No impairment charges have been required during 2025, 2024 or 2023.
As stated above, 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.
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
Table of Contents
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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 or 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. As of the last annual assessment, fair values have been substantially in excess of carrying values.
Environmental. 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, 2025 is substantially all for the former manufacturing site in Goodyear, Arizona (the "Goodyear Site"). Estimates of our environmental liabilities at the Goodyear Site are based on currently available facts, present laws and regulations and current technology available for remediation, and are recorded on an undiscounted basis. These estimates consider our prior experience in the Goodyear Site investigation and remediation, as well as available data from, and in consultation with, our environmental specialists. Estimates at the Goodyear Site have been subject to significant uncertainties caused primarily by the dynamic nature of the Goodyear Site conditions, the range of remediation alternatives available, together with the corresponding estimates of cleanup methodology and costs, as well as ongoing, required regulatory approvals, primarily from the EPA. During the fourth quarter of 2019, we received conceptual agreement from the EPA on an alternative remediation strategy which was expected to further reduce the contaminant plume. Accordingly, we recorded a pre-tax charge of $18.9 million, net of reimbursements, to extend our forecast period through 2027 and reflect our revised workplan. The total estimated gross liability was $12.9 million and $16.4 million as of December 31, 2025 and 2024, respectively.
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. We have recorded a receivable of $2.3 million and $3.0 million for the expected reimbursements from the U.S. Government in respect of the aggregate liability as of December 31, 2025 and 2024, respectively.
Pension Plans. In the United States, we sponsor a defined benefit pension plan that covers approximately 10% of all U.S. employees. Effective January 1, 2013, pension eligible non-union employees no longer earn future benefits in the domestic defined benefit pension plan. The 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. Charges to expense are based upon costs computed by an independent actuary. Contributions are intended to provide for future benefits earned to date. Additionally, a number of our non-U.S. subsidiaries sponsor defined benefit pension plans cover approximately 10% of all non-U.S. employees. The benefits are typically based upon years of service and compensation. Most of these plans are funded by company contributions to pension funds, which are held for the sole benefit of plan participants and beneficiaries.
The expected return on plan assets component of net periodic benefit cost is determined by applying the assumed expected return on plan assets to the fair value of plan assets. For one of the U.K. pension plans, a market-related value of assets is used in lieu of the fair value of plan assets for this purpose. The net actuarial loss (gain) is amortized to the extent that it exceeds 10% of the greater of the fair value of plan assets and the projected benefit obligation. The amortization period is the average life expectancy of plan participants for most plans. The amortization period for plans with a significant number of active participants accruing benefits is the average future working lifetime of plan participants. The prior service cost (credit) is amortized over the average future working lifetime of plan participants whose prior service benefits were changed.
The net periodic pension cost was $8.7 million, $4.3 million and $11.2 million in 2025, 2024 and 2023, respectively. The net periodic pension cost increased in 2025 compared to 2024, primarily driven by lower expected return on assets and higher
Table of Contents
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
interest costs for both U.S. and Non U.S. Plans. Employer cash contributions were $16.5 million, $16.6 million and $18.1 million in 2025, 2024 and 2023, respectively.
Holding all other factors constant, a decrease in the expected long-term rate of return on plan assets by 0.25 percentage points would have increased 2025 pension expense by $1.1 million for U.S. pension plans and $0.6 million for non-U.S. pension plans. Also, holding all other factors constant, a decrease in the discount rate used to determine net periodic pension cost by 0.25 percentage points would have increased 2025 pension expense by less than $0.1 million for U.S. pension plans and $0.1 million for non-U.S. pension plans.
Recent Accounting Pronouncements
Information regarding new accounting pronouncements is included in Item 8 under Note 1 to the Consolidated Financial Statements.
