CR 10-K Annual Report Dec. 31, 2022 | Alphaminr
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CR 10-K Fiscal year ended Dec. 31, 2022

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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. Supplementary Financial InformationItem 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 AcquisitionsNote 3 Segment InformationNote 4 - RevenueNote 5 Research and DevelopmentNote 6 Pension and Postretirement BenefitsNote 7 Stock-based Compensation PlansNote 8 - LeasesNote 9 Income TaxesNote 10 Accrued LiabilitiesNote 11 Other LiabilitiesNote 12 - Commitments and ContingenciesNote 13 FinancingNote 14 - Fair Value MeasurementsNote 15 RestructuringItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationItem 9C. Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsPart 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

Exhibit10.1 Offer Letter, dated September 27, 2022, between the Company and Aaron Saak (filed herewith).* 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 February 28, 2022, by and among Crane Co., Crane Holdings, Co., and Crane Transaction Company, LLC (included as Appendix A to the proxy statement/prospectus included in Amendment No. 2 to Crane Holdings, Co.s Registration Statement on Form S-4 (Registration No. 333-263119) filed on April 14, 2022) (incorporated by reference to Exhibit 2.1 to Crane Holdings, Co.'s Current Report on Form 8-K12G3 filed on May 16, 2022). 2.2 Stock Purchase Agreement, dated as of August 12, 2022, by and among Crane Holdings, Co., Crane Company, Redco Corporation and Spruce Lake Liability Management Holdco LLC (incorporated by reference to Exhibit 2.1 to Crane Holdings, Co.'s Current Report on Form 8-K filed on August 15, 2022). (3)(a) Amended and Restated Certificate of Incorporation of Crane Holdings, Co. (incorporated by reference to Exhibit 3.1 to Crane Holdings, Co.'s Current Report on Form 8-K12G3 filed on May 16, 2022). 3 (b) Amended and Restated By-laws of Crane Holdings, Co. (incorporated by reference to Exhibit 3.2 to Crane Holdings, Co.'s Current Report on Form 8-K12G3 filed on May 16, 2022). (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)(a)(1) First Supplemental Indenture to the Indenture dated April 1, 1991, dated as of May 16, 2022, between Crane Holdings, Co. and U.S. Bank Trust Company, National Association (incorporated by reference to Exhibit 4.5 to Crane Holdings, Co.'s Current Report on Form 8-K12G3 filed on May 16, 2022). (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) First Supplemental Indenture to the Indenture dated December 13, 2013, dated as of May 16, 2022, between Crane Holdings, Co. and U.S. Bank Trust Company, National Association (incorporated by reference to Exhibit 4.2 to Crane Holdings, Co.'s Current Report on Form 8-K12G3 filed on May 16, 2022). (4)(b)(3) 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) First Supplemental Indenture to the Indenture dated February 5, 2018, dated as of May 16, 2022, between Crane Holdings, Co. and U.S. Bank Trust Company, National Association (incorporated by reference to Exhibit 4.8 to Crane Holdings, Co.'s Current Report on Form 8-K12G3 filed on May 16, 2022). (4)(c)(3) 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). (4)(d) Description of Registrants Securities Registered Pursuant to Section 12 of the Exchange Act (incorporated by reference to Exhibit 4.1 to the Companys Annual Report on Form 10-K for the year ended December 31, 2019). 10(a) Form of Commercial Paper Dealer Agreement by and between Crane Holdings, Co. and the respective commercial paper dealer party thereto (incorporated by reference to Exhibit 10.2 to Crane Holdings, Co.'s Current Report on Form 8-K12G3 filed on May 16, 2022). 10(b) $650 million 5-Year Revolving Credit Agreement, dated as of July 28, 2021 (incorporated by reference to the Registrants Current Report on Form 8-K filed on July 28, 2021). 10(c) Amendment No. 1, dated as of May 16, 2022, by and among Crane Holdings, Co., Crane Co., CR Holdings C.V., each Lender party thereto, and JPMorgan Chase Bank, N.A. (incorporated by reference to Exhibit 10.1 to Crane Holdings, Co.'s Current Report on Form 8-K filed on May 16, 2022). 10(d) 364-Day Credit Agreement, dated as of August 11, 2022, by and among Crane Holdings, Co., as borrower, the financial institutions party thereto, as lenders, and JPMorgan Chase Bank, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to Crane Holdings, Co.'s Current Report on Form 8-K filed on August 15, 2022). (a) The 2011 Annual Incentive Plan (incorporated by reference to Appendix A to the Company's Proxy Statement filed on March 9, 2011). (d) The Crane Co. Amended & Restated 2018 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to the Registrants Current Report on Form 8-K filed on April 26, 2001). (e) 2007 Non-Employee Director Compensation Plan (incorporated by reference to Appendix B to the Companys Proxy Statement filed on March 9, 2007). (f) 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). (g) 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). (h) 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). (i) 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. (j) Form of Indemnification Agreement between the Company and each of its director and executive officers (incorporated by reference to Exhibit 10.3(i) to the Companys Annual Report on Form 10-K filed February 23, 2021). (k) 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). (l) 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). (m) Time-sharing Agreement, dated April 27, 2020 between the Company and James L.L. Tullis (incorporated by reference to Exhibit 10.3(l) to the Companys Annual Report on Form 10-K filed February 23, 2021).