CR 10-K Annual Report Dec. 31, 2019 | Alphaminr
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CR 10-K Fiscal year ended Dec. 31, 2019

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CRANE CO /DE/
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For The Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. Selected Financial DataItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataNote 1 Nature Of Operations and Significant Accounting PoliciesNote 2 Acquisitions and DivestituresNote 3 Segment InformationNote 4 - RevenueNote 5 Research and DevelopmentNote 6 Pension and Postretirement BenefitsNote 7 - LeasesNote 8 Stock-based Compensation PlansNote 9 Income TaxesNote 10 Accrued LiabilitiesNote 11 Other LiabilitiesNote 12 - Commitments and ContingenciesNote 13 FinancingNote 14 - Fair Value MeasurementsNote 15 Restructuring ChargesNote 16 Quarterly Results (unaudited)Note 17 Subsequent EventsItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accounting Fees and ServicesItem 15. Exhibits and Financial Statement SchedulesItem 16. Form 10-k SummaryPart IV

Exhibits

Exhibit 4.1 Description of Registrant's Securities Registered Pursuant to Section 12 of the Exchange Act. Exhibit21 Subsidiaries of the Registrant. Exhibit23.1 Consent of Independent Registered Public Accounting Firm. Exhibit31.1 Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a). Exhibit31.2 Certification of Principal Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a). Exhibit32.1 Certification of Chief Executive Officer pursuant to Rule13a-14(b) or 15d-14(b). Exhibit32.2 Certification of Principal Financial Officer pursuant to Rule 13a-14(b) or 15d-14(b). 2.1 Agreement and Plan of Merger, dated as of December 5, 2017, by and among the Company, FC Development Corp., Crane & Co., Inc and, solely in its capacity as the Company Equityholder Representative, Shareholder Representative Services LLC (incorporated by reference to Exhibit 2.1 to Form 8-K filed on December 5, 2017). (3)(a) The Companys Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Companys Current Report on Form 8-K filed on April 25, 2017). 3 (b) By-laws of the Company, as amended through April 24, 2017 (incorporated by reference to Exhibit 3.2 to the Companys Current Report on Form 8-K filed on April 25, 2017). (4)(a) Indenture dated as of April1, 1991 between the Registrant and the Bank of New York (incorporated by reference to Exhibit 4.2 to the Companys Annual Report on Form 10-K for the year ended December31, 2005). (4)(b)(1) Indenture, dated as of December 13, 2013, between the Company and The Bank of New York Mellon, as trustee (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed on December 13, 2013). (4)(b)(2) Form of Note for 4.450% Notes due 2023 (incorporated by reference to Exhibit 4.3 to the Company's Current Report on Form 8-K filed on December 13, 2013). (4)(c)(1) Indenture, dated as of dated as of February 5, 2018, between the Company and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed on February 5, 2018). (4)(c)(2) Form of Note for 4.200% Senior Notes due 2048 (incorporated by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K filed on February 5, 2018). 10(a) Second Restated Credit Agreement dated as of May 18, 2012 (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on May 21, 2012). 10(b) Amendment No. 1 to Second Restated Credit Agreement, dated as of March 22, 2013 (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on March 27, 2013). 10(c) Amendment No. 2 to Second Restated Credit Agreement, dated as of May 27, 2015 (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on May 28, 2015). 10(d) Form of Commercial Paper dealer Agreement executed between Crane Co, as issuer and the Dealer party there to (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on March 3, 2015). 10(e) $550 million 5-Year Revolving Credit Agreement, dated as of December 20, 2017 (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on December 21, 2017). 10(f) $150 million 364-day Credit Agreement, dated as of December 20, 2017 (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed on December 21, 2017). 10(g) $200 million 3-Year Term Loan Credit Agreement, dated as of December 20, 2017 (incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K filed on December 21, 2017). (a) The Crane Co. 2004 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q for the quarter ended March31, 2004). (b) 2007 Stock Incentive Plan (incorporated by reference to Appendix A to the Companys Proxy Statement filed on March9, 2007). (c) The Crane Co. 2009 Stock Incentive Plan (incorporated by reference to Appendix A to the Companys Proxy Statement filed on March 6, 2009). (d) The 2011 Annual Incentive Plan (incorporated by reference to Appendix A to the Company's Proxy Statement filed on March 9, 2011). (g) 2007 Non-Employee Director Compensation Plan (incorporated by reference to Appendix B to the Companys Proxy Statement filed on March 9, 2007). (h) The Crane Co. 2009 Non-Employee Director Compensation Plan (incorporated by reference to Appendix B to the Companys Proxy Statement filed on March 6, 2009). (i) The Crane Co. Benefit Equalization Plan, effective February 25, 2008 (incorporated by reference to Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q for the quarter ended March 31, 2008). (j) The Crane Co. Benefit Equalization Plan as amended effective January 1, 2013 (incorporated by reference to Exhibit 10.1 to the Companys Form 8-K filed December 11, 2013). (k) Form of Employment/Severance Agreement between the Company and certain executive officers, which provides for the continuation of certain employee benefits upon a change in control (incorporated by reference to Exhibit 10.2 to the Companys Annual Report on Form 10-K for the year ended December 31, 2010).Agreements in this form have been entered into with all executive officers. (l) Form of Indemnification Agreement (incorporated by reference to Exhibit 10 (iii) (l) to the Companys Annual Report on Form 10-K).Agreements in this form have been entered into with each director and executive officer of the Company. (m) Agreement between the Company and Robert S. Evans dated January 24, 2011 (incorporated by reference to Exhibit 10.1 to the Companys Annual Report on Form 10-K for the year ended December 31, 2010). (n) Time Sharing Agreement dated as of December 7, 2009, between the Company and R.S. Evans (incorporated by reference to Exhibit 10.1 to the Companys Annual Report on Form 10-K for the year ended December 31, 2009). (o) Time-sharing Agreement dated January 31, 2014 between the Company and Max H. Mitchell (incorporated by reference to Exhibit 10.1 to the Company's Form 8-K filed on January 31, 2014). (p) Amendment, dated August 31, 2017, to Time Sharing Agreement with R. S. Evans (incorporated by reference to Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q for the quarter ended September 30, 2017). (q) Amendment, dated August 31, 2017, to Time Sharing Agreement with M. Mitchell (incorporated by reference to Exhibit 10.2 to the Companys Quarterly Report on Form 10-Q for the quarter ended September 30, 2017).