CR 10-K Annual Report Dec. 31, 2023 | Alphaminr

CR 10-K Fiscal year ended Dec. 31, 2023

CRANE CO /DE/
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 1C. CybersecurityItem 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. [reserved]Item 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 - Related PartiesNote 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 Accountant Fees and ServicesPart IVItem 15. Exhibits and Financial Statement SchedulesItem 16. Form 10-k Summary

Exhibits

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 ofChiefFinancial 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 ofChiefFinancial Officer pursuant to Rule 13a-14(b) or 15d-14(b). Exhibit 97 Policy Relating to Recovery of Erroneously Awarded Compensation. 2.2 Stock Purchase Agreement, dated as of August 12, 2022, by and among CraneNXT, Co., Crane Company, Redco Corporation and Spruce Lake Liability Management Holdco LLC (incorporated by reference to Exhibit 2.1 tothe CompanysCurrent Report on Form 8-K filed on August 15, 2022). 2.3 Separation and Distribution Agreement, dated as of April 3, 2023, by and between Crane NXT, Co. and Crane Company (incorporated by reference to Exhibit 2.1 to the Companys Current Report on Form 8-K filed on April 3, 2023). (3)(a) Amended and Restated Certificate of Incorporation of Crane NXT, Co. (incorporated by reference to Exhibit 3.1 to the Companys Current Report on Form 8-K12G3 filed on May 16, 2022). 3(b) Certificate of Amendment to the Certificate of Incorporation of Crane NXT, Co., dated as of April 3, 2023 (incorporated by reference to Exhibit 3.1 to the Companys Current Report on Form 8-K filed on April 3, 2023). 3(c) Amended and Restated By-laws of Crane NXT, Co., dated as of April 3, 2023 (incorporated by reference to Exhibit 3.3 to the Companys Current Report on Form 8-K filed on April 3, 2023). (4)(a)(1) Indenture dated as of April1, 1991 betweenthe Registrantand 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)(2) First Supplemental Indenture to the Indenture dated April 1, 1991, dated as of May 16, 2022, between CraneNXT, Co. and U.S. Bank Trust Company, National Association (incorporated by reference to Exhibit 4.5 tothe CompanysCurrent Report on Form 8-K12G3 filed on May 16, 2022). (4)(b)(1) Indenture, dated as of dated as of February 5, 2018, betweentheCompanyand 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)(b)(2) First Supplemental Indenture to the Indenture dated February 5, 2018, dated as of May 16, 2022, between CraneNXT, Co. and U.S. Bank Trust Company, National Association (incorporated by reference to Exhibit 4.8 tothe CompanysCurrent Report on Form 8-K12G3 filed on May 16, 2022). (4)(b)(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) Credit Agreement, dated as of March 17, 2023, by and among Crane NXT, Co., as borrower, the lenders and issuing banks party thereto and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent and the other agents and arrangers party thereto (incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K filed on March 20, 2023). 10(b) Collateral Agreement, dated as of March 31, 2023, by and among NXT, Co., the subsidiary grantors thereto and JPMorgan Chase, N.A., as administrative agent (incorporated by reference to Exhibit 10.5 to the Companys Current Report on Form 8-K filed on April 3, 2023). 10(c) Transition Services Agreement, dated as of April 3, 2023, by and between Crane NXT, Co. and Crane Company (incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K filed on April 3, 2023). 10(d) Tax Matters Agreement, dated as of April 3, 2023, by and between Crane NXT, Co. and Crane Company (incorporated by reference to Exhibit 10.2 to the Companys Current Report on Form 8-K filed on April 3, 2023). 10(e) Employee Matters Agreement, dated as of April 3, 2023, by and between Crane NXT, Co. and Crane Company (incorporated by reference to Exhibit 10.3 to the Companys Current Report on Form 8-K filed on April 3, 2023). 10(f) Intellectual Property Matters Agreement, dated as of April 3, 2023, by and between Crane NXT, Co. and Crane Company (incorporated by reference to Exhibit 10.4 to the Companys Current Report on Form 8-K filed on April 3, 2023). (c) The Crane Co. Amended & Restated 2018 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K filed on April 26, 2001). (d) 2007 Non-Employee Director Compensation Plan (incorporated by reference to Appendix B to the Companys Proxy Statement filed on March 9, 2007). (f) 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. (g) 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). (h) Offer Letter, dated September 27, 2022, between Crane NXT, Co. and Aaron Saak (incorporated by reference to Exhibit 10.1 to the Companys Annual Report on Form 10-K filed March 1, 2023). (i) Offer Letter, dated February 24, 2023, between Crane NXT, Co. and Christina Cristiano (incorporated by reference to Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q filed May 10, 2023). (j) Offer Letter, dated February 9, 2023, between Crane NXT, Co. and Paul Igoe (incorporated by reference to Exhibit 10.2 to the Companys Quarterly Report on Form 10-Q filed May 10, 2023). (k) Offer Letter, dated March 3, 2023, between Crane NXT, Co. and Jennifer Kartono (incorporated by reference to Exhibit 10.3 to the Companys Quarterly Report on Form 10-Q filed May 10, 2023). (l) Offer Letter, dated February 27, 2023, between Crane NXT, Co. and Bianca Shardelow (incorporated by reference to Exhibit 10.4 to the Companys Quarterly Report on Form 10-Q filed May 10, 2023). (m) Crane NXT, Co. Benefit Equalization Plan (incorporated by reference to Exhibit 10.5 to the Companys Quarterly Report on Form 10-Q filed May 10, 2023). (n) Crane NXT, Co. Annual Incentive Plan (incorporated by reference to Exhibit 10.6 to the Companys Quarterly Report on Form 10-Q filed May 10, 2023).