Item 8. Financial Statements and Supplementary Data
Item 8.
Financial Statements and Supplementary Data
MANAGEMENTS RESPONSIBILITY FOR FINANCIAL REPORTING
The accompanying consolidated financial statements of Crane Holdings, Co. and subsidiaries have been prepared by management in conformity with accounting principles
generally accepted in the United States of America and, in the judgment of management, present fairly and consistently the Companys financial position and results of operations and cash flows. These statements by necessity include amounts that
are based on managements best estimates and judgments and give due consideration to materiality.
Management is responsible for establishing and maintaining
adequate internal control over financial reporting. Crane Holdings, Co.s internal control system was designed to provide reasonable assurance to its management and board of directors regarding the preparation and fair presentation of published
financial statements.
All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be
effective can provide only reasonable assurance with respect to financial statement preparation and presentation.
Management assessed the effectiveness of Crane
Holdings, Co.s internal control over financial reporting as of December 31, 2022. In making its assessment, management has utilized the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in its
Internal ControlIntegrated Framework, released in 2013. Based on our assessment we believe that, as of December 31, 2022, Crane Holdings, Co.s internal control over financial reporting is effective based on those criteria.
Deloitte & Touche LLP, the independent registered public accounting firm that also audited Crane Holdings, Co.s consolidated financial statements
included in this Annual Report on Form 10-K, audited the internal control over financial reporting as of December 31, 2022, and issued their related attestation report which is included herein.
/s/ Max H. Mitchell
Max H. Mitchell
President and Chief Executive Officer
(Principal Executive Officer)
/s/ Richard A. Maue
Richard A. Maue
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
The Section 302 certifications of Crane Holdings, Co.s Chief Executive Officer and its Principal Financial Officer have been
filed as Exhibit 31 to this Annual Report on Form 10-K for the fiscal year ended December 31, 2022.
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and the Board of Directors of Crane Holdings, Co.
Opinion
on the Financial Statements
We have audited the accompanying consolidated balance sheets of Crane Holdings, Co. and subsidiaries (the Company) as of
December 31, 2022 and 2021, the related consolidated statements of operations, comprehensive income, cash flows, and changes in equity, for each of the three years in the period ended December 31, 2022 and the related notes (collectively
referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations
and its cash flows for each of the three years in the period ended December 31, 2022, in conformity with accounting principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Companys internal control
over financial reporting as of December 31, 2022, based on criteria established in Internal Control Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report
dated March 1, 2023, expressed an unqualified opinion on the Companys internal control over financial reporting.
Basis for Opinion
These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on the Companys financial
statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of
the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of
the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our
audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our
opinion.
Critical Audit Matter
The critical audit matter communicated
below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial
statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by
communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Revenue Over-Time Basis Refer to Note 1 to the financial statements
Audit Matter Description
The Company recognizes revenue as they fulfill their
performance obligations and transfer control of products to their customers. The Company has certain revenue contracts with the U.S. government or indirectly to the U.S. government through
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subcontracts. The clauses of those contracts stipulate that any amounts included in work-in-progress are the property of the U.S. government as they own any work-in progress as the contracted
product is being built. The Company uses the cost-to-cost method of determining their progress, measuring progress by comparing costs incurred to date to the total estimated costs to provide the performance obligation. In 2022, the Company
recognized approximately $120 million in revenue over time related to contracts in progress as of December 31, 2022.
We identified revenue recognized over
time as a critical audit matter because of the judgments necessary for management to determine the margin to be used to estimate revenue for the overtime revenue. This required a high degree of auditor judgment when performing audit procedures to
audit managements estimates of margin at completion used to recognize revenue over time and evaluating the results of those procedures.
How the Critical
Audit Matter Was Addressed in the Audit
Our audit procedures performed related to the recognition of revenue recognized over-time included the following, among
others:
We tested the effectiveness of controls related to the revenue recognized over-time, including managements controls
over costs incurred to date and estimates of margin at completion, as well as the accurate classification of contracts in the system during the order entry process.
We selected a sample of contracts with customers that were recognized over time and we performed the following:
Evaluated whether the contracts were properly included in managements calculation of long-term contract revenue based
on the terms and conditions of each contract, including whether continuous transfer of control to the customer occurred as progress was made toward fulfilling the performance obligation.
Evaluated the appropriateness and consistency of the methods of calculation and assumptions used by management to develop
the margin at completion applied to determine the revenue recognized.
We tested the mathematical accuracy of managements calculation of revenue recognized.
We observed the Companys physical inventory counts to test the existence of inventory related to contracts with the
U.S. government.
We evaluated managements ability to estimate future costs and margins at completion accurately by comparing actual
costs and margins at completion for similar contracts that were previously completed to managements historical estimates for such contracts.
/s/ Deloitte & Touche LLP
Stamford, Connecticut
March 1, 2023
We have served as the Companys auditor since 1979.
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CONSOLIDATED STATEMENT OF OPERATIONS
For the year ended December 31,
(in millions, except per share data)
2022
2021
2020
Net sales
$
3,374.9
$
3,408.0
$
2,936.9
Operating costs and expenses:
Cost of sales
2,035.1
2,120.3
1,930.7
Selling, general and administrative
797.5
775.4
698.1
Loss on divestiture of asbestos-related assets and liabilities
162.4
Restructuring charges (gains), net
10.4
(16.9
)
32.3
Acquisition-related and integration charges
12.9
Operating profit
369.5
529.2
262.9
Other income (expense):
Interest income
3.4
1.4
2.0
Interest expense
(52.2
)
(46.9
)
(55.3
)
Gain on sale of business
232.5
Miscellaneous income, net
9.8
19.1
14.9
Total other income (expense)
193.5
(26.4
)
(38.4
)
Income before income taxes
563.0
502.8
224.5
Provision for income taxes
161.9
67.4
43.4
Net income before allocation to noncontrolling interests
401.1
435.4
181.1
Less: Noncontrolling interest in subsidiaries earnings
0.1
Net income attributable to common shareholders
$
401.1
$
435.4
$
181.0
Earnings per share:
Basic
$
7.11
$
7.46
$
3.10
Diluted
$
7.01
$
7.36
$
3.08
Average shares outstanding:
Basic
56.4
58.4
58.3
Diluted
57.2
59.2
58.8
See Notes to Consolidated Financial Statements
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CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
For the year ended December 31,
(in millions)
2022
2021
2020
Net income before allocation to noncontrolling interests
$
401.1
$
435.4
$
181.1
Components of other comprehensive (loss) income, net of tax
Currency translation adjustment
(93.3
)
(69.2
)
70.4
Changes in pension and postretirement plan assets and benefit obligation, net of tax
30.0
96.0
(53.6
)
Other comprehensive (loss) income, net of tax
(63.3
)
26.8
16.8
Comprehensive income before allocation to noncontrolling interests
337.8
462.2
197.9
Less: Noncontrolling interests in comprehensive (loss) income
(0.2
)
0.6
(0.5
)
Comprehensive income attributable to common shareholders
$
338.0
$
461.6
$
198.4
See Notes to Consolidated Financial Statements
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CONSOLIDATED BALANCE SHEETS
Balance as of December 31,
(in millions, except shares and per share data)
2022
2021
Assets
Current assets:
Cash and cash equivalents
$
657.6
$
478.6
Current insurance receivable - asbestos
13.7
Accounts receivable, net
474.7
483.0
Inventories, net
439.8
449.1
Other current assets
179.8
118.7
Total current assets
1,751.9
1,543.1
Property, plant and equipment, net
509.9
555.6
Insurance receivable - asbestos
60.0
Long-term deferred tax assets
8.3
17.7
Intangible assets, net
416.6
467.1
Goodwill
1,527.5
1,583.8
Other assets
176.0
259.3
Total assets
$
4,390.2
$
4,486.6
Liabilities and equity
Current liabilities:
Short-term borrowings
$
699.3
$
Accounts payable
286.6
273.7
Current asbestos liability
62.3
Accrued liabilities
464.2
442.7
U.S. and foreign taxes on income
38.1
10.6
Total current liabilities
1,488.2
789.3
Long-term debt
543.7
842.4
Accrued pension and postretirement benefits
153.2
231.9
Long-term deferred tax liability
162.4
76.9
Long-term asbestos liability
549.8
Other liabilities
138.7
161.2
Commitments and contingencies (Note 12)
Equity:
Preferred shares, par value 0.01; 5,000,000 shares authorized
Common shares, par value $1.00; 200,000,000 shares authorized; 72,426,389 shares issued; 56,325,382 and
57,835,865 shares outstanding in 2022 and 2021, respectively
72.4
72.4
Capital surplus
373.8
363.9
Retained earnings
2,822.8
2,527.3
Accumulated other comprehensive loss
(503.3
)
(440.2
)
Treasury stock; 16,101,007 and 14,590,274 treasury shares in 2022 and 2021, respectively
(864.3
)
(691.1
)
Total shareholders equity
1,901.4
1,832.3
Noncontrolling interest
2.6
2.8
Total equity
1,904.0
1,835.1
Total liabilities and equity
$
4,390.2
$
4,486.6
See Notes to Consolidated Financial Statements
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CONSOLIDATED STATEMENTS OF CASH FLOWS
For the year ended December 31,
(in millions)
2022
2021
2020
Operating activities:
Net income before allocations to noncontrolling interests
$
401.1
$
435.4
$
181.1
Non-cash loss on divestiture of asbestos-related assets and liabilities
148.9
Gain on sale of business
(232.5
)
Gain on sale of property
(2.8
)
(18.5
)
Depreciation and amortization
118.9
121.1
127.5
Stock-based compensation expense
24.2
24.9
22.3
Defined benefit plans and postretirement credit
(1.3
)
(8.0
)
(7.1
)
Deferred income taxes
(17.6
)
(9.6
)
18.1
Cash (used for) provided by operating working capital
(2.2
)
38.0
39.1
Defined benefit plans and postretirement contributions
(21.8
)
(29.4
)
(28.4
)
Environmental payments, net of reimbursements
(5.8
)
(5.8
)
(4.2
)
Asbestos related payments, net of insurance recoveries
(29.3
)
(44.9
)
(31.1
)
Divestiture of asbestos-related assets and liabilities
(550.0
)
Other
18.6
(4.7
)
(7.8
)
Total (used for) provided by operating activities
$
(151.6
)
$
498.5
$
309.5
Investing activities:
Proceeds from disposition of capital assets
$
4.3
$
23.6
$
4.5
Capital expenditures
(58.4
)
(53.9
)
(34.1
)
Proceeds from sale of business
318.1
Purchase of marketable securities
(10.0
)
(90.0
)
Proceeds from sale of marketable securities
40.0
60.0
Payment for acquisition - net of cash acquired
(169.5
)
Total provided by (used for) investing activities
$
264.0
$
(0.3
)
$
(229.1
)
Financing activities:
Dividends paid
$
(105.9
)
$
(100.6
)
$
(100.4
)
Reacquisition of shares on open market
(203.7
)
(96.3
)
(70.0
)
Stock options exercised, net of shares reacquired
16.2
14.2
5.1
Debt issuance costs
(1.3
)
Proceeds from issuance of commercial paper with maturities greater than 90 days
251.3
Repayments of commercial paper with maturities greater than 90 days
(27.1
)
(296.7
)
Net repayments from issuance of commercial paper with maturities of 90 days or less
(76.8
)
Proceeds from revolving credit facility
77.2
Repayments of revolving credit facility
(77.2
)
Proceeds from term loan
399.4
343.9
Repayment of term loan
(348.1
)
Total provided by (used for) financing activities
$
106.0
$
(557.9
)
$
55.1
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For the year ended December 31,
(in millions)
2022
2021
2020
Effect of exchange rates on cash and cash equivalents
$
(39.4
)
$
(12.7
)
$
21.6
Increase (decrease) in cash and cash equivalents
179.0
(72.4
)
157.1
Cash and cash equivalents at beginning of period
478.6
551.0
393.9
Cash and cash equivalents at end of period
$
657.6
$
478.6
$
551.0
Detail of cash (used for) provided by operating working capital
Accounts receivable
$
(46.8
)
$
(58.8
)
$
138.5
Inventories
(54.7
)
(18.2
)
35.4
Other current assets
(8.0
)
(18.4
)
(5.8
)
Accounts payable
53.3
59.3
(102.6
)
Accrued liabilities
28.8
53.8
4.8
U.S. and foreign taxes on income
25.2
20.3
(31.2
)
Total
$
(2.2
)
$
38.0
$
39.1
Supplemental disclosure of cash flow information:
Interest paid
$
47.6
$
44.4
$
53.8
Income taxes paid
$
147.2
$
56.3
$
46.5
See Notes to Consolidated Financial Statements
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CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(in millions, except share data)
Common
Shares
Issued at
Par Value
Capital
Surplus
Retained
Earnings
Accumulated
Other
Comprehensive
Loss
Treasury
Stock
Total
Shareholders
Equity
Noncontrolling
Interest
Total
Equity
BALANCE DECEMBER 31, 2019
$
72.4
$
315.6
$
2,112.2
$
(483.7
)
$
(542.8
)
1,473.7
$
2.6
1,476.3
Net income
181.0
181.0
0.1
181.1
Cash dividends ($1.72 per share)
(100.4
)
(100.4
)
(100.4
)
Reacquisition on open market of 1,221,233 shares
(70.0
)
(70.0
)
(70.0
)
Exercise of stock options, net of shares reacquired of 183,320
8.9
8.9
8.9
Stock-based compensation
22.3
22.3
22.3
Impact from settlement of share-based awards, net of shares acquired
(7.2
)
3.3
(3.9
)
(3.9
)
Changes in pension and postretirement plan assets and benefit obligation, net of tax
(53.6
)
(53.6
)
(53.6
)
Currency translation adjustment
70.9
70.9
(0.5
)
70.4
BALANCE DECEMBER 31, 2020
72.4
330.7
2,192.8
(466.4
)
(600.6
)
1,528.9
2.2
1,531.1
Net income
435.4
435.4
435.4
Cash dividends ($1.72 per share)
(100.9
)
(100.9
)
(100.9
)
Reacquisition on open market of 943,048 shares
(96.3
)
(96.3
)
(96.3
)
Exercise of stock options, net of shares reacquired of 553,655
16.5
16.5
16.5
Stock-based compensation
24.9
24.9
24.9
Impact from settlement of share-based awards, net of shares acquired
8.3
(10.7
)
(2.4
)
(2.4
)
Changes in pension and postretirement plan assets and benefit obligation, net of tax
96.0
96.0
96.0
Currency translation adjustment
(69.8
)
(69.8
)
0.6
(69.2
)
BALANCE DECEMBER 31, 2021
72.4
363.9
2,527.3
(440.2
)
(691.1
)
1,832.3
2.8
1,835.1
Net income
401.1
401.1
401.1
Cash dividends ($1.88 per share)
(105.6
)
(105.6
)
(105.6
)
Reacquisition on open market of 1,959,069 shares
(203.7
)
(203.7
)
(203.7
)
Exercise of stock options, net of shares reacquired of 324,465 shares
21.9
21.9
21.9
Stock-based compensation
24.2
24.2
24.2
Impact from settlement of share-based awards, net of shares acquired
(14.3
)
8.6
(5.7
)
(5.7
)
Changes in pension and postretirement plan assets and benefit obligation, net of tax
30.0
30.0
30.0
Currency translation adjustment
(93.1
)
(93.1
)
(0.2
)
(93.3
)
BALANCE DECEMBER 31, 2022
$
72.4
$
373.8
$
2,822.8
$
(503.3
)
$
(864.3
)
$
1,901.4
$
2.6
$
1,904.0
See Notes to Consolidated Financial Statements
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1 Nature of Operations and Significant Accounting Policies
Nature of Operations
We are a diversified manufacturer of highly engineered
industrial products currently comprised of four reporting segments: Process Flow Technologies, Payment & Merchandising Technologies, Aerospace & Electronics and Engineered Materials. Our primary end markets include commercial and
military aerospace, defense and space, chemical production, pharmaceutical production, water and wastewater, non-residential and municipal construction, energy, banknote design and production, payment automation solutions, along with a wide range of
general industrial and certain consumer related end markets. See Note 3, Segment Information for the relative size of these segments in relation to the total company (both net sales and total assets).
Holding Company Reorganization
On May 16, 2022, Crane Co., a Delaware
corporation (Crane Co.), completed its previously announced reorganization merger pursuant to the Agreement and Plan of Merger, dated as of February 28, 2022 (the Reorganization Agreement), by and among Crane Co., Crane
Holdings, Co., a Delaware corporation (Crane Holdings), and Crane Transaction Company, LLC, a Delaware limited liability company and, as of immediately prior to the consummation of such merger, a wholly-owned subsidiary of Crane Holdings
(Merger Sub). The Reorganization Agreement provided for the merger of Crane Co. and Merger Sub, with Crane Co. surviving the merger as a wholly-owned subsidiary of Crane Holdings (the Reorganization Merger).
Following the Reorganization Merger, on May 16, 2022, Crane Co. converted from a Delaware corporation into a Delaware limited liability company named Crane
LLC (such conversion, together with the Reorganization Merger, the Reorganization). Following the Reorganization, substantially all of the assets of Crane LLC were distributed, assigned, transferred, conveyed and delivered to, and
certain non-asbestos related liabilities of Crane LLC were assumed by, Crane Holdings. On May 17, 2022, Crane LLC converted from a Delaware limited liability company to a Delaware corporation named Crane Co. Subsequently, on
May 26, 2022, Crane Co. filed a Certificate of Amendment to its Certificate of Incorporation (the Certificate of Amendment) with the Secretary of State of the State of Delaware, which became effective upon filing, pursuant to which
the Crane Co. officially changed its name from Crane Co. to Redco Corporation. The Crane Co. name has been reserved for future use by Crane Holdings.
Divestiture of asbestos-related assets and liabilities
On August 12,
2022, Crane Holdings, Co., Crane Company, a wholly-owned subsidiary of Crane Holdings, Co., and Redco Corporation (Redco), then a wholly-owned subsidiary of Crane Company that held liabilities including asbestos liabilities and related
insurance assets, entered into a Stock Purchase Agreement (the Redco Purchase Agreement) with Spruce Lake Liability Management Holdco LLC (Redco Buyer), an unrelated third party and long-term liability management company
specializing in the acquisition and management of legacy corporate liabilities whereby Crane Company transferred to Redco Buyer all of the issued and outstanding shares of Redco (the Redco Sale). In connection with the Redco Sale, Crane
Holdings, Co., on behalf of Crane Company, contributed approximately $550 million in cash to Redco, which was funded by a combination of short-term borrowings and cash on hand. As a result of the Redco Sale, all asbestos obligations and
liabilities, related insurance assets and associated deferred tax assets have been removed from Crane Holdings, Co.s consolidated balance sheets effective August 12, 2022. A loss on the divestiture of asbestos-related assets and
liabilities of $162.4 million was recognized in the consolidated statements of operations for the year ended December 31, 2022.
Sale of Crane
Supply
On April 8, 2022, the Company entered into an agreement to sell the Crane Supply business for CAD 380 million on a cash-free and debt-free
basis. Subsequent to net working capital and other closing adjustments, the sale closed on May 31, 2022 for CAD 402 million. In August 2022, the Company received CAD 5 million related to a final working capital adjustment. The Company
recognized a total gain on sale of $232.5 million.
Pending Separation
On March 30, 2022, the Company announced that its Board of Directors unanimously approved a plan to pursue a separation into two independent, publicly-traded
companies (the Separation). The Separation is expected to occur through a tax-free distribution and is expected to be completed in April, 2023, subject to the satisfaction of customary conditions and final approval by Crane Holdings,
Co.s Board of Directors.
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Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Termination of Agreement to Sell Engineered Materials
On May 16, 2021, we entered into an agreement to sell the Engineered Materials segment to Grupo Verzatec S.A. de C.V. (Verzatec) for $360 million
on a cash-free and debt-free basis. In the second quarter of 2021, the assets and liabilities of the segment were classified as held for sale. On May 26, 2022, Verzatec terminated the sale agreement and paid $7.5 million to the Company in
termination fees, which is presented within Miscellaneous income on the Consolidated Statements of Operations. As such, as of June 30, 2022 the Engineered Materials segment is no longer classified as assets held for sale and is presented herein
as continuing operations for all periods presented.
Significant Accounting Policies
Accounting Principles . Our consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States
of America (U.S. GAAP). The consolidated financial statements include the accounts of Crane Holdings, Co. and our subsidiaries. All intercompany balances and transactions have been eliminated upon consolidation. As used in these notes,
the terms we, us, our, Crane and the Company mean Crane Holdings, Co. and our subsidiaries unless the context specifically states or implies otherwise.
Basis of presentation . Certain amounts in the prior years consolidated financial statements have been reclassified to conform to the
current year presentation.
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.
Use of Estimates . Our accounting principles require management 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. Actual results may differ from those estimated. Estimates and assumptions are
reviewed periodically, and the effects of revisions are reflected in the financial statements in the period in which they are determined to be necessary. Estimates are used when accounting for such items as asset valuations, allowance for doubtful
accounts, depreciation and amortization, impairment assessments, reserve for excess and obsolete inventory, reserve for warranty provision, restructuring provisions, employee benefits, taxes, environmental liability and contingencies.
Currency Translation . Assets and liabilities of subsidiaries that prepare financial statements in currencies other than the U.S. dollar are
translated at the rate of exchange in effect on the balance sheet date; results of operations are translated at the monthly average rates of exchange prevailing during the year. The related translation adjustments are included in accumulated other
comprehensive income (loss) in a separate component of equity.
Revenue Recognition . In accordance with Accounting Standards Codification
(ASC) Topic 606 Revenue from Contracts with Customers, we recognize revenue when control of the promised goods or services in a contract transfers to the customer, in an amount that reflects the consideration we expect to be
entitled to in exchange for those goods or services. We account for a contract when both parties have approved and committed to the terms, each partys rights and payment obligations under the contract are identifiable, the contract has
commercial substance, and it is probable that we will collect substantially all of the consideration. When shipping and handling activities are performed after the customer obtains control of product, we elect to account for shipping and handling as
activities to fulfill the promise to transfer the product. In determining the transaction price of a contract, we exercise judgment to determine the total transaction price when it includes estimates of variable consideration, such as rebates and
milestone payments. We generally estimate variable consideration using the expected value method and consider all available information (historical, current, and forecasted) in estimating these amounts. Variable consideration is only included in the
transaction price to the extent that it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. We elect to exclude from the transaction
price all taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction and collected by us from a customer.
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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 in the contract. When products are customized or products are sold directly to the U.S. government or indirectly to the U.S. government through subcontracts, 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 faithful 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 on
a monthly basis. In 2022, the Company recognized approximately $120 million in revenue over time related to contracts in progress as of December 31, 2022.
When there are multiple performance obligations in a single contract, the total transaction price is allocated to each performance obligation based on their relative
standalone selling prices. We maximize the use of observable data inputs and consider all information (including market conditions, segment-specific factors, and information about the customer or class of customer) that is reasonably available. The
standalone selling price for our products and services is generally determined using an observable list price, which differs by class of customer.
Revenue
recognized from performance obligations satisfied in previous periods (for example, due to changes in the transaction price or estimates), was not material in any period.
Payment for products is due within a limited time period after shipment or delivery, and we generally do not offer extended payment terms. Payment is typically due
within 30-90 calendar days of the respective invoice dates. Customers generally do not make large upfront payments. Any advanced payments received do not provide us with a significant benefit of financing, as the payments are meant to secure
materials used to fulfill the contract, as opposed to providing us with a significant financing benefit.
When an unconditional right to consideration exists, we
record these amounts as receivables. When amounts are dependent on factors other than the passage of time in order for payment from a customer to become due, we record a contract asset. Contract assets represent unbilled amounts that typically arise
from contracts for customized products or contracts for products sold directly to the U.S. government or indirectly to the U.S. government through subcontracts, where revenue recognized using the cost-to-cost method exceeds the amount billed to the
customer. Contract assets are assessed for impairment and recorded at their net realizable value. Contract liabilities represent advance payments from customers. Revenue related to contract liabilities is recognized when control is transferred to
the customer.
We pay sales commissions related to certain contracts, which qualify as incremental costs of obtaining a contract. However, the sales commissions
generally relate to contracts for products or services satisfied at a point in time or over a period of time less than one year. As a result, we apply the practical expedient that allows an entity to recognize incremental costs of obtaining a
contract as an expense when incurred if the amortization period of the asset that would have been recognized is one year or less.
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See Note 4, Revenue for further details.
Cost of Goods Sold. Cost of goods sold includes the costs of inventory sold and the related purchase and distribution costs. In addition to material, labor
and direct overhead and inventoried cost, cost of goods sold include allocations of other expenses that are part of the production process, such as inbound freight charges, purchasing and receiving costs, inspection costs, warehousing costs,
amortization of production related intangible assets and depreciation expense. We also include costs directly associated with products sold, such as warranty provisions.
Selling, General and Administrative Expenses. Selling, general and administrative expenses are recognized as incurred. Such expenses include the costs of
promoting and selling products and include such items as compensation, advertising, sales commissions and travel. Also included are costs related to compensation for other operating activities such as executive office administrative and engineering
functions, as well as general operating expenses such as office supplies, non-income taxes, insurance and office equipment rentals.
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 managements 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 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 our Consolidated
Statement of Operations, while accrued interest and penalties are included within the related tax liability line of our Consolidated Balance Sheets.
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Earnings Per Share. Our basic earnings per share calculations are based on the weighted average number of
common shares outstanding during the year. Potentially dilutive securities include outstanding stock options, restricted share units, deferred stock units and performance-based restricted share units. The dilutive effect of potentially dilutive
securities is reflected in diluted earnings per common share by application of the treasury method. Diluted earnings per share gives effect to all potential dilutive common shares outstanding during the year.
(in millions, except per share data) For the year ended December 31,
2022
2021
2020
Net income attributable to common shareholders
$
401.1
$
435.4
$
181.0
Average basic shares outstanding
56.4
58.4
58.3
Effect of dilutive share-based awards
0.8
0.8
0.5
Average diluted shares outstanding
57.2
59.2
58.8
Basic earnings per share
$
7.11
$
7.46
$
3.10
Diluted earnings per share
$
7.01
$
7.36
$
3.08
The computation of diluted earnings per share excludes the effect of the potential exercise of stock options when the average market
price of the common stock is lower than the exercise price of the related stock options. During 2022, 2021 and 2020, the number of stock options excluded from the computation was 0.4 million, 1.2 million and 2.1 million, respectively.
Cash and Cash Equivalents . Cash and cash equivalents include highly liquid investments with original maturities of three months or less that are readily
convertible to cash and are not subject to significant risk from fluctuations in interest rates. As a result, the carrying amount of cash and cash equivalents approximates fair value.
Accounts Receivable, Net . Accounts receivable are carried at net realizable value. The allowance for doubtful accounts was $14.1 million and $10.4
million as of December 31, 2022 and 2021, respectively. The allowance for doubtful accounts activity was not material to our financial results for the years ended December 31, 2022 and 2021. Concentrations of credit risk with respect to
accounts receivable are limited due to the large number of customers and relatively small account balances within the majority of our customer base and their dispersion across different businesses. We periodically evaluate the financial strength of
our customers and believe that our credit risk exposure is limited.
Inventories, net . Inventories consist of the following:
(in millions) December 31,
2022
2021
Finished goods
$
83.3
$
147.3
Finished parts and subassemblies
70.7
59.5
Work in process
39.9
37.0
Raw materials
245.9
205.3
Total inventories, net
$
439.8
$
449.1
Inventories, net include the costs of material, labor and overhead and are stated at the lower of cost or net realizable value. Domestic
inventories are stated at either the lower of cost or net realizable value using the last-in, first-out (LIFO) method or the lower of cost or net realizable value using the first-in, first-out (FIFO) method. Inventories held
in foreign locations are primarily stated at the lower of cost or market using the FIFO method. The LIFO method is not being used at our foreign locations as such a method is not allowable for tax purposes. Changes in the levels of LIFO inventories
have increased cost of sales by $8.4 million, $3.6 million and $2.3 million for the years ended December 31, 2022, 2021 and 2020 respectively. The portion of inventories costed using the LIFO method was 37.2% and 30.1% of
consolidated inventories as of December 31, 2022, and 2021, respectively. If inventories that were valued using the LIFO method had been valued under the FIFO method, they would have been higher by $38.8 million and $30.4 million as
of December 31, 2022 and 2021, respectively. The reserve for excess and obsolete inventory was $99.3 million and $98.6 million as of December 31, 2022, and 2021, respectively.
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Valuation of Long-Lived Assets . We review our long-lived assets for impairment whenever events or changes
in circumstances indicate the carrying amount of an asset may not be recoverable. 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 cash flows associated with the use and eventual disposal of the long-lived 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. If the future undiscounted cash flows are less than the carrying value, then the long-lived
asset is considered impaired and a loss is recognized based on the amount by which the carrying amount exceeds the estimated fair value. Judgments which impact these assessments relate to the expected useful lives of long-lived assets and our
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 long-lived assets, there is risk that the carrying value of our long-lived assets may require
adjustment in future periods.
Property, Plant and Equipment, net . Property, plant and equipment, net consists of the following:
(in millions) December 31,
2022
2021
Land
$
76.4
$
80.8
Buildings and improvements
284.5
281.5
Machinery and equipment
889.9
926.2
Gross property, plant and equipment
1,250.8
1,288.5
Less: accumulated depreciation
740.9
732.9
Property, plant and equipment, net
$
509.9
$
555.6
Property, plant and equipment is stated at cost and depreciation is calculated by the straight-line method over the estimated useful
lives of the respective assets, which range from 10 to 25 years for buildings and improvements and three to 10 years for machinery and equipment. Depreciation expense was $76.1 million, $75.1 million and $77.2 million for the years ended
December 31, 2022, 2021 and 2020, respectively.
Goodwill and Other Intangible Assets. 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 other 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, 2022, we had six
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 considered to be 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, ranged between 9.5% and 11.5% (a weighted average of 10.8%), 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
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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 managements 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. No impairment
charges have been required during 2022, 2021 or 2020.
Changes to goodwill are as follows:
(in millions)
Aerospace &
Electronics
Process Flow
Technologies
Payment &
Merchandising
Technologies
Engineered
Materials
Total
Balance as of December 31, 2020
$
202.5
$
360.0
$
875.2
$
171.3
$
1,609.0
Adjustments to purchase price allocations
(0.1
)
$
(0.1
)
Currency translation
(10.5
)
(14.6
)
$
(25.1
)
Balance as of December 31, 2021
$
202.5
$
349.4
$
860.6
$
171.3
$
1,583.8
Disposal on sale of business
(22.3
)
$
(22.3
)
Currency translation
(0.2
)
(9.8
)
(24.0
)
$
(34.0
)
Balance as of December 31, 2022
$
202.3
$
317.3
$
836.6
$
171.3
$
1,527.5
For the year ended December 31, 2022, adjustments within the Process Flow Technologies segment of $22.3 million relate to the
disposition of the Crane Supply business.
For the year ended December 31, 2021, adjustments within the Process Flow Technologies segment of $0.1 million
represent the finalization of the purchase price allocation for the acquisition of CIRCOR International, Inc.s Instrumentation & Sampling Business (I&S).
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.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
In addition to annual testing for impairment of indefinite-lived intangible assets, we review all of our definite-lived
intangible assets for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. 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 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 managements 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.
As of December 31, 2022, we had $416.6 million of net intangible assets, of which $67.3 million were intangibles with indefinite useful lives, consisting of trade
names. As of December 31, 2021, we had $467.1 million of net intangible assets, of which $70.6 million were intangibles with indefinite useful lives, consisting of trade names.
Changes to intangible assets are as follows:
(in millions) December 31,
2022
2021
2020
Balance at beginning of period, net of accumulated amortization
$
467.1
$
520.3
$
505.1
Additions
52.5
Amortization expense
(41.7
)
(44.5
)
(48.4
)
Currency translation and other
(8.8
)
(8.7
)
11.1
Balance at end of period, net of accumulated amortization
$
416.6
$
467.1
$
520.3
For the year ended December 31, 2020, additions to intangible assets represent the preliminary purchase price allocation related to
the January 2020 acquisition of I&S.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
A summary of intangible assets follows:
(in millions)
Weighted Average
Amortization
Period of Finite
Lived Assets (in
years)
December 31, 2022
December 31, 2021
Gross
Asset
Accumulated
Amortization
Net
Gross
Asset
Accumulated
Amortization
Net
Intellectual property rights
15.1
$
132.1
$
59.1
$
73.0
$
136.8
$
59.2
$
77.6
Customer relationships and backlog
18.4
635.5
329.8
305.7
651.7
308.8
342.9
Drawings
40.0
11.1
10.7
0.4
11.1
10.6
0.5
Other
11.7
141.3
103.8
37.5
142.1
96.0
46.1
Total
17.9
$
920.0
$
503.4
$
416.6
$
941.7
$
474.6
$
467.1
Future amortization expense associated with intangibles is expected to be:
Year
(in millions)
2023
$
41.8
2024
$
41.0
2025
$
35.7
2026
$
35.5
2027
$
33.9
2028 and after
$
161.4
Accumulated Other Comprehensive Loss
The
tables below provide the accumulated balances for each classification of accumulated other comprehensive loss, as reflected on the Consolidated Balance Sheets.
(in millions)
Defined Benefit
Pension and Other
Postretirement
Items
Currency
Translation
Adjustment
Total (a)
Balance as of December 31, 2019
$
(344.3
)
$
(139.4
)
(483.7
)
Other comprehensive (loss) income before reclassifications
(67.4
)
70.9
3.5
Amounts reclassified from accumulated other comprehensive loss
13.8
13.8
Net period other comprehensive (loss) income
(53.6
)
70.9
17.3
Balance as of December 31, 2020
(397.9
)
(68.5
)
(466.4
)
Other comprehensive (loss) income before reclassifications
78.0
(69.8
)
8.2
Amounts reclassified from accumulated other comprehensive loss
18.0
18.0
Net period other comprehensive (loss) income
96.0
(69.8
)
26.2
Balance as of December 31, 2021
(301.9
)
(138.3
)
(440.2
)
Other comprehensive income (loss) before reclassifications
19.5
(93.1
)
(73.6
)
Amounts reclassified from accumulated other comprehensive loss
10.5
10.5
Net period other comprehensive income (loss)
30.0
(93.1
)
(63.1
)
Balance as of December 31, 2022
$
(271.9
)
$
(231.4
)
$
(503.3
)
(a)
Net of tax benefit of $106.6 million , $117.9 million and $148.2 million for 2022, 2021, and 2020, respectively.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The table below illustrates the amounts reclassified out of each component of accumulated other comprehensive loss for
the years ended December 31, 2022, 2021 and 2020. Amortization of pension and postretirement components have been recorded within Miscellaneous income, net on the Consolidated Statements of Operations.
(in millions)
Amount Reclassified from Accumulated Other
Comprehensive Loss
December 31,
2022
2021
2020
Amortization of pension items:
Prior service costs
$
(0.1
)
$
(0.1
)
$
(0.3
)
Net loss
15.2
23.4
19.1
Amortization of postretirement items:
Prior service costs
(1.1
)
(1.1
)
(1.1
)
Total before tax
$
14.0
$
22.2
$
17.7
Tax impact
3.5
4.2
3.9
Total reclassifications for the period
$
10.5
$
18.0
$
13.8
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Recent Accounting Pronouncements
The Company considered the applicability and impact of all Accounting Standards Updates issued by the Financial Accounting Standards Board (FASB) and determined them to
be either not applicable or are not expected to have a material impact on the Companys Consolidated Statement of Operations, Balance Sheets and Cash Flows.
Note 2 Acquisitions
Acquisitions are accounted for in accordance with
ASC Topic 805, Business Combinations (ASC 805). Accordingly, we make an initial allocation of the purchase price at the date of acquisition based upon our understanding of the fair value of the acquired assets and assumed
liabilities. We obtain this information during due diligence and through other sources. In the months after closing, as we obtain additional information about these assets and liabilities, including through tangible and intangible asset appraisals,
we are able to refine estimates of fair value and more accurately allocate the purchase price. Only items identified as of the acquisition date are considered for subsequent adjustment to the purchase price allocation. We will make appropriate
adjustments to the purchase price allocation prior to completion of the measurement period, as required.
In order to allocate the consideration transferred for our
acquisitions, the fair values of all identifiable assets and liabilities must be established. For accounting and financial reporting purposes, fair value is defined under ASC Topic 820, Fair Value Measurement and Disclosure as the price
that would be received upon sale of an asset or the amount paid to transfer a liability in an orderly transaction between market participants at the measurement date. Market participants are assumed to be buyers and sellers in the principal (most
advantageous) market for the asset or liability. Additionally, fair value measurements for an asset assume the highest and best use of that asset by market participants. Use of different estimates and judgments could yield different results.
Instrumentation & Sampling Business Acquisition
On
January 31, 2020, we completed the acquisition of I&S for $172.3 million on a cash-free and debt-free basis, subject to a later adjustment reflecting I&S net working capital, cash, the assumption of certain debt-like items,
and I&S transaction expenses. We funded the acquisition through short-term borrowings consisting of $100 million of commercial paper and $67 million from our revolving credit facility, and cash on hand. In August 2020, we
received $3.1 million related to the final working capital adjustment which resulted in net cash paid of $169.2 million.
I&S designs, engineers and
manufactures a broad range of critical fluid control instrumentation and sampling solutions used in severe service environments which complements our existing portfolio of chemical, refining, petrochemical and upstream oil and gas applications.
I&S has been integrated into the Process Flow Technologies segment. The amount allocated to goodwill reflects the expected sales synergies, manufacturing efficiency and procurement savings. Goodwill from this acquisition is not deductible for
tax purposes.
Allocation of Consideration Transferred to Net Assets Acquired
The following amounts represent the determination of the fair value of identifiable assets acquired and liabilities assumed from our acquisition of I&S. The fair
value of certain assets and liabilities has been completed as required by ASC 805.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Net assets acquired (in millions)
Total current assets
$
21.0
Property, plant and equipment
11.0
Other assets
6.0
Intangible assets
52.5
Goodwill
106.0
Total assets acquired
$
196.5
Total current liabilities
$
8.1
Other liabilities
19.2
Total assumed liabilities
$
27.3
Net assets acquired
$
169.2
The amounts allocated to acquired intangible assets, and their associated weighted-average useful lives which were determined based on
the period in which the assets are expected to contribute directly or indirectly to our future cash flows, consist of the following:
Intangible Assets (dollars in millions)
Intangible
Fair Value
Weighted
Average Life
Trademarks/trade names
$
2.6
13
Customer relationships
49.0
14
Backlog
0.9
1
Total acquired intangible assets
$
52.5
The fair values of the trademark and trade name intangible assets were determined by using an income approach, specifically the
relief-from-royalty approach, which is a commonly accepted valuation approach. This approach is based on the assumption that in lieu of ownership, a firm would be willing to pay a royalty in order to exploit the related benefits of this asset.
Therefore, a portion of I&S earnings, equal to the after-tax royalty that would have been paid for the use of the asset, can be attributed to our ownership. The trade names are being amortized on a straight-line basis (which approximates
the economic pattern of benefits) over the estimated economic life of 13 years.
The fair values of the customer relationships and backlog intangible assets were
determined by using an income approach which is a commonly accepted valuation approach. Under this approach, the net earnings attributable to the asset or liability being measured are isolated using the discounted projected net cash flows. These
projected cash flows are isolated from the projected cash flows of the combined asset group over the remaining economic life of the intangible asset or liability being measured. Both the amount and the duration of the cash flows are considered from
a market participant perspective. Our estimates of market participant net cash flows considered historical and projected pricing, operational performance including market participant synergies, aftermarket retention, product life cycles, material
and labor pricing, and other relevant customer, contractual and market factors. Where appropriate, the net cash flows were adjusted to reflect the potential attrition of existing customers in the future, as existing customers are expected to decline
over time. The attrition-adjusted future cash flows are then discounted to present value using an appropriate discount rate. The customer relationship asset is being amortized on a straight-line basis (which approximates the economic pattern of
benefits) over the estimated economic life of 14 years.
Supplemental Pro Forma Data
I&S results of operations have been included in our financial statements for the period subsequent to the completion of the acquisition on January 31,
2020. Consolidated pro forma revenue and net income attributable to common shareholders has not been presented since the impact is not material to our financial results for the period.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Acquisition-Related Costs
Acquisition-related costs are being expensed as incurred. For the year ended December 31, 2020, we recorded $12.9 million of integration and transaction costs.
Acquisition-related costs are recorded within Acquisition-related and integration charges in our Consolidated Statements of Operations.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 3 Segment Information
In accordance with ASC Topic 280, Segment Reporting, for purposes of segment performance measurement, we do not allocate to the business segments items that
are of a non-operating nature, including charges which occur from time to time related to our asbestos liability and our legacy environmental liabilities, as such items are not related to current business activities; or corporate organizational and
functional expenses of a governance nature. Corporate expenses-before asbestos and environmental charges consist of corporate office expenses including, compensation, benefits, occupancy, depreciation, and other administrative costs.
Assets of the business segments exclude general corporate assets, which principally consist of cash and cash equivalents, deferred tax assets, insurance receivables, certain property, plant and equipment, and certain other assets.
The accounting policies of the segments are the same as those described in the summary of significant accounting policies. We account for intersegment sales and
transfers as if the sales or transfers were to third parties at current market prices.
Our segments are reported on the same basis used internally for evaluating
performance and for allocating resources. We currently have four reporting segments: Process Flow Technologies, Payment & Merchandising Technologies, Aerospace & Electronics and Engineered Materials.
A brief description of each of our current segments is as follows:
Aerospace & Electronics
The Aerospace & Electronics
segment supplies critical components and systems, including original equipment and aftermarket parts, primarily for the commercial aerospace, and the military aerospace, defense and space markets. Its brands have decades of proven experience, and in
many cases invented the critical technologies in their respective markets. The business designs and delivers proven systems, reliable components, and flexible power solutions that excel in tough and mission-critical environments. Products and
services are organized into six integrated solutions: Sensing Components & Systems, Electrical Power Solutions, Fluid Management Solutions, Landing & Control Systems, and Microwave Solutions.
Process Flow Technologies
The Process Flow Technologies segment is a
provider of highly engineered fluid handling equipment for mission critical applications that require high reliability. The segment is comprised of Process Valves and Related Products, Commercial Valves, and Pumps and Systems. Process Valves and
Related Products include on/off valves and related products for critical and demanding applications in the chemical, oil & gas, power, and general industrial end markets globally. Commercial Valves includes the manufacturing and
distribution of valves and related products for the non-residential construction, general industrial, and to a lesser extent, municipal markets. Pumps and Systems include pumps and related products primarily for water and wastewater applications in
the industrial, municipal, commercial and military markets.
Payment & Merchandising Technologies
The Payment & Merchandising Technologies segment consists of Crane Payment Innovations (CPI) and Crane Currency. CPI provides electronic equipment
and associated software leveraging extensive and proprietary core capabilities with various detection and sensing technologies for applications including verification and authentication of payment transactions. CPI also provides advanced automation
solutions, and processing systems, field service solutions, and remote diagnostics and productivity software solutions. Crane Currency provides advance security solutions based on proprietary micro-optic technology for the global banknote industry.
Engineered Materials
The Engineered Materials segment manufactures
fiberglass-reinforced plastic (FRP) panels and coils, primarily for use in the manufacturing of recreational vehicles (RVs), truck bodies and trailers (Transportation), with additional applications in commercial and
industrial buildings (Building Products).
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Financial information by reportable segment is set forth below:
(in millions) December 31,
2022
2021
2020
Net Sales:
Aerospace & Electronics
$
667.3
$
638.3
$
650.7
Process Flow Technologies
1,109.4
1,196.6
1,005.8
Payment & Merchandising Technologies
1,339.9
1,345.1
1,104.8
Engineered Materials
258.3
228.0
175.6
TOTAL NET SALES
$
3,374.9
$
3,408.0
$
2,936.9
Operating profit:
Aerospace & Electronics
$
120.3
$
110.0
$
100.7
Process Flow Technologies
168.2
182.5
97.7
Payment & Merchandising Technologies
333.1
307.5
100.6
Engineered Materials
32.6
26.9
22.7
Corporate
(284.7
)
(97.7
)
(58.8
)
TOTAL OPERATING PROFIT (a)
$
369.5
$
529.2
$
262.9
Capital expenditures:
Aerospace & Electronics
$
9.3
$
14.1
$
9.8
Process Flow Technologies
23.9
18.8
13.7
Payment & Merchandising Technologies
21.3
18.6
9.3
Engineered Materials
3.8
2.2
1.2
Corporate
0.1
0.2
0.1
TOTAL CAPITAL EXPENDITURES
$
58.4
$
53.9
$
34.1
Depreciation and amortization:
Aerospace & Electronics
$
14.1
$
14.7
$
14.2
Process Flow Technologies
19.5
22.0
21.6
Payment & Merchandising Technologies
78.2
81.3
85.9
Engineered Materials
5.8
1.6
3.7
Corporate
1.3
1.5
2.1
TOTAL DEPRECIATION AND AMORTIZATION
$
118.9
$
121.1
$
127.5
(a)
For the year ended December 31, 2022, operating profit includes a loss on divestiture of asbestos-related assets and
liabilities of $162.4 million and net restructuring charges of $10.4 million. For the year ended December 31, 2021, operating profit included a restructuring gain of $16.9 million. For the year ended December 31, 2020, operating profit
included acquisition-related and integration charges of $12.9 million and net restructuring charges of $32.3 million. See Note 15, Restructuring Charges for discussion of the restructuring charges.
Net sales by geographic region:
(in millions) December 31,
2022
2021
2020
Net sales (a)
United States
$
1,990.4
$
1,858.1
$
1,862.7
Canada
183.3
293.6
162.9
United Kingdom
131.9
140.9
270.9
Continental Europe
475.8
411.2
480.1
Other international
593.5
704.2
160.3
TOTAL NET SALES
$
3,374.9
$
3,408.0
$
2,936.9
(a)
Net sales by geographic region are based on the destination of the sale.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Balance sheet items by reportable segment is set forth below:
(in millions) December 31,
2022
2021
Goodwill:
Aerospace & Electronics
$
202.3
$
202.5
Process Flow Technologies
317.3
349.4
Payment & Merchandising Technologies
836.6
860.6
Engineered Materials
171.3
171.3
TOTAL GOODWILL
$
1,527.5
$
1,583.8
Assets:
Aerospace & Electronics
$
663.3
$
604.7
Process Flow Technologies
1,064.7
1,240.4
Payment & Merchandising Technologies
2,125.9
2,096.5
Engineered Materials
218.6
220.5
Corporate
317.7
324.5
TOTAL ASSETS
$
4,390.2
$
4,486.6
Long-lived assets by geographic region:
(in millions) December 31,
2022
2021
Long-lived assets (a)
United States
$
310.3
$
324.4
Canada
0.8
18.2
Europe
213.4
231.3
Other international
66.3
62.8
Corporate
11.6
15.6
TOTAL LONG-LIVED ASSETS
$
602.4
$
652.3
(a)
Long-lived assets, net by geographic region are based on the location of the business unit.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 4 - Revenue
Disaggregation of Revenues
The following table presents net sales
disaggregated by product line for each segment:
(in millions) December 31,
2022
2021
2020
Aerospace & Electronics
Commercial Original Equipment
$
250.5
$
229.4
$
226.4
Military Original Equipment
231.2
239.7
258.7
Commercial Aftermarket Products
129.3
104.5
93.0
Military Aftermarket Products
56.3
64.7
72.6
Total Aerospace & Electronics
$
667.3
$
638.3
$
650.7
Process Flow Technologies
Process Valves and Related Products
$
749.8
$
717.1
$
631.6
Commercial Valves
232.2
374.2
286.3
Pumps and Systems
127.4
105.3
87.9
Total Process Flow Technologies
$
1,109.4
$
1,196.6
$
1,005.8
Payment & Merchandising Technologies
Payment Acceptance and Dispensing Products
$
874.3
$
805.7
$
670.8
Banknotes and Security Products
465.6
539.4
434.0
Total Payment & Merchandising Technologies
$
1,339.9
$
1,345.1
$
1,104.8
Engineered Materials
FRP- Recreational Vehicles
$
111.9
$
102.5
$
68.9
FRP- Building Products
112.5
94.9
83.1
FRP- Transportation
33.9
30.6
23.6
Total Engineered Materials
$
258.3
$
228.0
$
175.6
Total Net Sales
$
3,374.9
$
3,408.0
$
2,936.9
Remaining Performance Obligations
The
transaction price allocated to remaining performance obligations represents the transaction price of firm orders which have not yet been fulfilled, which we also refer to as total backlog. As of December 31, 2022, backlog was $1,563.7 million.
We expect to recognize approximately 90% of our remaining performance obligations as revenue in 2023, an additional 7% by 2024 and the balance thereafter.
Contract Assets and Contract Liabilities
Contract assets represent unbilled
amounts that typically arise from contracts for customized products or contracts for products sold directly to the U.S. government or indirectly to the U.S. government through subcontracts, where revenue recognized using the cost-to-cost method
exceeds the amount billed to the customer. Contract assets are assessed for impairment and recorded at their net realizable value. Contract liabilities represent advance payments from customers. Revenue related to contract liabilities is recognized
when control is transferred to the customer. We report contract assets, which are included within Other current assets in our Consolidated Balance Sheets, and contract liabilities, which are included within Accrued
liabilities on our Consolidated Balance Sheets, on a contract-by-contract net basis at the end of each reporting period. Net contract assets and contract liabilities consisted of the following:
(in millions) December 31,
2022
2021
Contract assets
$
88.6
$
73.0
Contract liabilities
$
142.9
$
101.1
During 2022 we recognized revenue of $87.1 million related to contract liabilities as of December 31, 2021.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 5 Research and Development
Research and development costs are expensed when incurred and are included in Selling, general and administrative in our Consolidated Statements of
Operations.
(in millions) December 31,
2022
2021
2020
Research and Development Costs
$
83.1
$
82.7
$
74.6
Note 6 Pension and Postretirement Benefits
Pension Plan
In the United States, we sponsor a defined benefit pension plan
that covers approximately 12% 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 that cover approximately 12% 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.
In December 2022,
we settled the pension plan for the salaried non-bargaining employees of Crane Canada Co. and recognized a loss of $7.0 million, net of tax. Excess plan assets have been reclassified to current receivables and will be recognized upon final
approval from regulatory authorities which is expected in 2023. We estimate that the Company will receive a distribution of approximately $43 million after distributions to plan participants.
Postretirement Plans
Postretirement health care and life insurance benefits
are provided for certain employees hired before January 1, 1990, who meet minimum age and service requirements. We also have postretirement medical and Medicare supplement that cover substantially all former full-time U.S. employees of Crane
Currency.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
A summary of the projected benefit obligations, fair value of plan assets and funded status is as follows:
Pension Benefits
Postretirement Benefits
(in millions) December 31,
2022
2021
2022
2021
Change in benefit obligation:
Benefit obligation at beginning of year
$
1,152.1
$
1,259.8
$
28.1
$
30.0
Service cost
5.5
6.0
0.2
0.3
Interest cost
22.4
18.4
0.7
0.6
Plan participants contributions
0.4
0.4
Amendments
0.7
(0.7
)
Actuarial (gain) loss
(291.2
)
(64.8
)
(7.3
)
(0.2
)
Settlements
(9.9
)
(6.1
)
Curtailments
(1.0
)
0.5
Benefits paid
(48.8
)
(49.5
)
(2.1
)
(2.6
)
Foreign currency exchange and other
(40.1
)
(10.9
)
Administrative expenses paid
(0.2
)
(1.0
)
Benefit obligation at end of year
$
789.9
$
1,152.1
$
19.6
$
28.1
Change in plan assets:
Fair value of plan assets at beginning of year
$
1,081.4
$
1,024.1
$
$
Actual return on plan assets
(227.9
)
96.2
Employer contributions
19.7
26.7
2.1
2.6
Plan participants contributions
0.4
0.4
Settlements
(64.9
)
(6.1
)
Benefits paid
(48.8
)
(49.5
)
(2.1
)
(2.6
)
Foreign currency exchange and other
(45.2
)
(8.8
)
Administrative expenses paid
(0.9
)
(1.6
)
Fair value of plan assets at end of year
$
713.8
$
1,081.4
$
$
Funded status
$
(76.1
)
$
(70.7
)
$
(19.6
)
$
(28.1
)
In the U.S., 2022 actuarial gains in the projected benefit obligation were primarily the result of an increase in the discount rate.
Other sources of gains or losses such as plan experience, updated census data and minor adjustments to actuarial assumptions generated combined losses of less than 1% of expected year end obligations. In the Non-U.S. countries, 2022 actuarial gains
in the projected benefit obligation were primarily the result of increases in discount rates. Other sources of gains or losses such as plan experience, updated census data, changes to forecast inflation, mortality table updates and minor adjustments
to other actuarial assumptions generated combined losses of approximately 3% of expected year end obligations.
In the U.S., 2021 actuarial gains in the projected
benefit obligation were primarily the result of an increase in the discount rate. Other sources of gains or losses such as plan experience, updated census data and minor adjustments to actuarial assumptions generated combined losses of less than 1%
of expected year end obligations. In the Non-U.S. countries, 2021 actuarial gains in the projected benefit obligation were primarily the result of increases in discount rates. Other sources of gains or losses such as plan experience, updated census
data, changes to forecast inflation, mortality table updates and minor adjustments to other actuarial assumptions generated combined gains of 2% of expected year end obligations.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Amounts recognized on our Consolidated Balance Sheets consist of:
Pension Benefits
Postretirement Benefits
(in millions) December 31,
2022
2021
2022
2021
Other assets
$
56.5
$
132.1
$
$
Current liabilities
(1.6
)
(1.5
)
(2.2
)
(2.5
)
Accrued pension and postretirement benefits
(131.0
)
(201.3
)
(17.4
)
(25.6
)
Funded status
$
(76.1
)
$
(70.7
)
$
(19.6
)
$
(28.1
)
Amounts recognized in accumulated other comprehensive loss consist of:
Pension Benefits
Postretirement Benefits
(in millions) December 31,
2022
2021
2022
2021
Net actuarial loss (gain)
$
367.0
$
400.0
$
(8.4
)
$
(1.1
)
Prior service credit
(1.3
)
(1.6
)
(2.0
)
(3.1
)
Total recognized in accumulated other comprehensive loss
$
365.7
$
398.4
$
(10.4
)
$
(4.2
)
The projected benefit obligation, accumulated benefit obligation and fair value of plan assets for the U.S. and Non-U.S. plans, are as
follows:
Pension Obligations/Assets
U.S.
Non-U.S.
Total
(in millions) December 31,
2022
2021
2022
2021
2022
2021
Projected benefit obligation
$
499.7
$
669.7
$
290.2
$
482.4
$
789.9
$
1,152.1
Accumulated benefit obligation
499.7
669.7
285.1
473.6
784.8
1,143.3
Fair value of plan assets
401.7
522.2
312.1
559.2
713.8
1,081.4
Information for pension plans with an accumulated benefit obligation in excess of plan assets is as follows:
(in millions) December 31,
2022
2021
Projected benefit obligation
$
537.1
$
771.6
Accumulated benefit obligation
$
533.4
$
720.1
Fair value of plan assets
$
404.5
$
525.2
Components of net periodic (benefit) cost are as follows:
Pension Benefits
Postretirement Benefits
(in millions) For the year ended December 31,
2022
2021
2020
2022
2021
2020
Net Periodic (Benefit) Cost:
Service cost
$
5.5
$
6.0
$
6.4
$
0.2
$
0.3
$
0.3
Interest cost
22.4
18.4
26.1
0.7
0.6
0.9
Expected return on plan assets
(56.4
)
(54.6
)
(57.5
)
Amortization of prior service cost
(0.1
)
(0.1
)
(0.3
)
(1.1
)
(1.1
)
(1.1
)
Amortization of net loss (gain)
15.2
23.4
19.1
Recognized curtailment (gain) loss
(1.0
)
(1.3
)
(2.3
)
Settlement loss
12.1
1.4
1.7
Net periodic (benefit) cost
$
(2.3
)
$
(6.8
)
$
(6.8
)
$
(0.2
)
$
(0.2
)
$
0.1
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The weighted average assumptions used to determine benefit obligations are as follows:
Pension Benefits
Postretirement Benefits
For the year ended December 31,
2022
2021
2020
2022
2021
2020
U.S. Plans:
Discount rate
5.43
%
2.89
%
2.62
%
5.40
%
2.70
%
2.30
%
Rate of compensation increase
N/A
N/A
N/A
N/A
N/A
N/A
Interest credit rate
3.62
%
1.47
%
0.93
%
N/A
N/A
N/A
Non-U.S. Plans:
Discount rate
4.27
%
1.58
%
1.07
%
N/A
N/A
N/A
Rate of compensation increase
3.33
%
3.08
%
3.10
%
N/A
N/A
N/A
Interest credit rate
1.81
%
0.33
%
0.29
%
N/A
N/A
N/A
The weighted-average assumptions used to determine net periodic benefit cost are as follows:
Pension Benefits
Postretirement Benefits
For the year ended December 31,
2022
2021
2020
2022
2021
2020
U.S. Plans:
Discount rate
2.89
%
2.62
%
3.34
%
2.70
%
2.30
%
3.20
%
Expected rate of return on plan assets
6.50
%
6.50
%
7.25
%
N/A
N/A
N/A
Rate of compensation increase
N/A
N/A
N/A
N/A
N/A
N/A
Interest credit rate
1.47
%
0.93
%
2.83
%
N/A
N/A
N/A
Non-U.S. Plans:
Discount rate
1.58
%
1.07
%
1.70
%
N/A
N/A
N/A
Expected rate of return on plan assets
4.50
%
4.45
%
5.31
%
N/A
N/A
N/A
Rate of compensation increase
3.08
%
3.10
%
2.89
%
N/A
N/A
N/A
Interest credit rate
0.33
%
0.29
%
0.22
%
N/A
N/A
N/A
The long-term expected rate of return on plan assets assumptions were determined with input from independent investment consultants and
plan actuaries, utilizing asset pricing models and considering historical returns. The discount rates used by us for valuing pension liabilities are based on a review of high-quality corporate bond yields with maturities approximating the remaining
life of the projected benefit obligations.
In the U.S. plan, the 6.50% expected rate of return on assets assumption for 2022 reflected a long-term target comprised
of an asset allocation range of 25%-75% equity securities, 15%-35% fixed income securities, 10%-35% alternative assets and 0%-10% cash and cash equivalents. As of December 31, 2022, the actual asset allocation for the U.S. plan was 64.3% equity
securities, 22.1% fixed income securities, 11.4% alternative assets and 2.1% cash and cash equivalents.
For the non-U.S. plans, the 4.50% expected rate of return
on assets assumption for 2022 reflected a weighted average of the long-term asset allocation targets for our various non-U.S. plans. As of December 31, 2022, the actual weighted average asset allocation for the non-U.S. plans was 15.3% equity
securities, 33.2% fixed income securities, 45.4% alternative assets/other and 6.2% cash and cash equivalents.
The assumed health care cost trend rates are as
follows:
December 31,
2022
2021
Health care cost trend rate assumed for next year
7.00
%
7.25
%
Rate to which the cost trend rate is assumed to decline (the ultimate trend rate)
4.50
%
4.50
%
Year that the rate reaches the ultimate trend rate
2033
2033
Assumed health care cost trend rates have a significant effect on the amounts reported for our health care plans.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Plan Assets
Our pension
plan target allocations and weighted-average asset allocations by asset category are as follows:
Target
Allocation
Actual Allocation
Asset Category December 31,
2022
2021
Equity securities
15%-75
%
43
%
44
%
Fixed income securities
15%-75
%
27
%
31
%
Alternative assets/Other
0%-45
%
26
%
22
%
Cash and money market
0%-10
%
4
%
3
%
Independent investment consultants are retained to assist in executing the plans investment strategies. A number of factors are
evaluated in determining if an investment strategy will be implemented in our pension trusts. These factors include, but are not limited to, investment style, investment risk, investment manager performance and costs. We periodically review
investment managers and their performance in relation to our plans investment objectives.
The primary investment objective of our various pension trusts is
to maximize the value of plan assets, focusing on capital preservation, current income and long-term growth of capital and income. The plans assets are typically invested in a broad range of equity securities, fixed income securities,
alternative assets and cash instruments.
Equity securities include investments in large, mid, and small-capitalization companies located in both developed
countries and emerging markets around the world. Fixed income securities include government bonds of various countries, corporate bonds that are primarily investment-grade, and mortgage-backed securities. Alternative assets include investments in
real estate and hedge funds employing a wide variety of strategies. In 2021, equity securities included Crane Holdings, Co. common stock, which represented 4%of plan assets as of December 31, 2021. There were no holdings of Crane Holdings, Co.
common stock in 2022.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The fair value of our pension plan assets as of December 31, 2022, by asset category, are as follows:
(in millions)
Active
Markets
for
Identical
Assets
Level 1
Other
Observable
Inputs
Level 2
Unobservable
Inputs
Level 3
Net Asset
Value
(NAV)
Practical
Expedient (a)
Total
Fair Value
Cash Equivalents and Money Markets
$
27.8
$
$
$
$
27.8
Common Stocks
Actively Managed U.S. Equities
31.8
31.8
Commingled and Mutual Funds
U.S. Equity Funds
152.3
152.3
Non-U.S. Equity Funds
74.3
47.8
122.1
U.S. Fixed Income, Government and Corporate
88.9
88.9
Registered Investment Company
23.3
23.3
Collective Trust
16.5
18.8
35.3
Non-U.S. Fixed Income, Government and Corporate
103.5
103.5
International Balanced Funds
1.8
1.8
Property Funds
21.7
21.7
Alternative Investments
Insurance / Annuity Contract(s)
13.4
13.4
Hedge Funds and LDI
60.1
60.1
International Property Funds
31.8
31.8
Total Fair Value
$
420.1
$
13.4
$
16.5
$
263.8
$
713.8
(a)
Investments are measured at fair value using the net asset value per share practical expedient, and therefore, are not
classified in the fair value hierarchy.
In 2022, the pension plans asset classified as Level 3 constitutes an insurance contract valued
annually on an actuarial basis.
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The fair value of our pension plan assets as of December 31, 2021, by asset category, are as follows:
(in millions)
Active
Markets
for
Identical
Assets
Level 1
Other
Observable
Inputs
Level 2
Unobservable
Inputs
Level 3
Net Asset
Value
(NAV)
Practical
Expedient (a)
Total
Fair Value
Cash Equivalents and Money Markets
$
30.5
$
$
$
$
30.5
Common Stocks
Actively Managed U.S. Equities
112.8
112.8
Commingled and Mutual Funds
U.S. Equity Funds
129.1
129.1
Non-U.S. Equity Funds
93.7
139.3
233.0
U.S. Fixed Income, Government and Corporate
116.2
116.2
Registered Investment Company
34.0
34.0
Collective Trust
21.7
19.0
40.7
Non-U.S. Fixed Income, Government and Corporate
222.6
222.6
International Balanced Funds
2.1
2.1
Property Funds
29.0
29.0
Alternative Investments
Insurance / Annuity Contract(s)
14.7
14.7
Hedge Funds and LDI
64.0
64.0
International Property Funds
52.7
52.7
Total Fair Value
$
545.3
$
14.7
$
21.7
$
499.7
$
1,081.4
(a)
Investments are measured at fair value using the net asset value per share practical expedient, and therefore, are not
classified in the fair value hierarchy.
In 2021, the pension plans asset classified as Level 3 constitutes an insurance contract valued
annually on an actuarial basis.
Cash Flows
We expect, based on current
actuarial calculations, to contribute cash of approximately $20.0 million to our defined benefit pension plans during 2023. Cash contributions in subsequent years will depend on a number of factors including the investment performance of plan
assets.
Estimated Future Benefit Payments
The following benefit
payments, which reflect expected future service, as appropriate, are expected to be paid:
Estimated future payments (in millions)
Pension
Benefits
Postretirement
Benefits
2023
$
52.0
$
2.3
2024
52.0
2.2
2025
53.7
2.1
2026
53.7
1.9
2027
55.2
1.8
2028 to 2032
273.0
7.7
Total payments
$
539.6
$
18.0
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Supplemental Executive Retirement Plan
We also have a non-qualified Supplemental Executive Retirement Plan (SERP). The SERP, which is not funded, is intended to provide retirement
benefits for certain executive officers who were formerly employees of Crane Currency. Benefit amounts are based upon years of service and compensation of the participating employees. We recorded a pre-tax settlement loss of $0.1 million in
2022. There were no pre-tax settlement gains or losses recorded in 2021. Accrued SERP benefits, which were recorded in Accrued liabilities and Accrued pension and postretirement benefits in the Consolidated Balance Sheets, were $2.2 million and
$3.7 million as of December 31, 2022 and 2021, respectively. Employer contributions made to the SERP, which were recorded in Selling, general and administrative expenses in the Consolidated Statement of Operations, were $1.0 million, $0.2
million and $0.2 million in 2022, 2021 and 2020, respectively.
Defined Contribution Plans
We sponsor savings and investment plans that are available to our eligible employees including employees of our subsidiaries. We made contributions to the plans of $13.1
million, $12.0 million and $11.8 million in 2022, 2021 and 2020, respectively.
In addition to participant deferral contributions and company matching contributions
on those deferrals, we provide a 3% non-matching contribution to eligible participants. We made non-matching contributions to these plans of $15.5 million, $14.6 million and $14.5 million in 2022, 2021 and 2020, respectively.
103
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Note 7 Stock-Based Compensation Plans
At December 31, 2022, we had stock-based compensation awards outstanding under the following shareholder-approved plans: the 2013 Stock Incentive Plan (the
2013 Plan), 2018 Stock Incentive Plan (the 2018 Plan) and 2018 Amended and Restated Stock Incentive Plan (the 2018 Amended & Restated Plan), applicable to employees and non-employee directors.
The 2013 Plan was approved by the Board of Directors and stockholders at the annual meeting in 2013. The 2013 Plan originally authorized the issuance of up to 9,500,000
shares of stock pursuant to awards under the plan. In 2018, in view of the limited number of shares remaining available under the 2013 Plan, the Board of Directors and stockholders approved the adoption of the 2018 Plan which authorized the issuance
of up to 6,500,000 shares of Crane Holdings, Co. stock. In 2021, the Board of Directors and stockholders approved the adoption of the 2018 Amended and Restated Stock Incentive Plan which authorized the issuance of up to 4,710,000 shares of Crane
Holdings, Co. stock. No further awards will be made under the 2013 Plan or 2018 Plan.
The stock incentive plans are used to provide long-term incentive
compensation through stock options, restricted share units, performance-based restricted share units and deferred stock units.
Stock Options
Options are granted under the Stock Incentive Plan to officers and other key employees and directors at an exercise price equal to the closing price on the date of
grant. Unless otherwise determined by the Compensation Committee which administers the plan, options become exercisable at a rate of 25% after the first year, 50% after the second year, 75% after the third year and 100% after the fourth year from
the date of grant. All options granted to directors and options granted to officers and employees after 2014 expire 10 years after the date of grant.
We determine
the fair value of each grant using the Black-Scholes option pricing model. The weighted-average assumptions for grants made during the years ended December 31, 2022, 2021 and 2020 are as follows:
2022
2021
2020
Dividend yield
2.05
%
3.06
%
3.05
%
Volatility
33.96
%
36.28
%
27.15
%
Risk-free interest rate
1.92
%
0.50
%
1.23
%
Expected lives in years
7.2
5.2
5.2
Expected dividend yield is based on our dividend rate. Expected stock volatility was determined based upon the historical volatility for
the four-year period preceding the date of grant. The risk-free interest rate was based on the yield curve in effect at the time the options were granted, using U.S. constant maturities over the expected life of the option. The expected lives of the
awards represent the period of time that options granted are expected to be outstanding.
Activity in our stock option plans for the year ended December 31,
2022 were as follows:
Option Activity
Number of
Shares
(in 000s)
Weighted
Average
Exercise Price
Weighted
Average
Remaining
Life (Years)
Options outstanding as of January 1, 2022
2,071
$
74.82
Granted
115
101.72
Exercised
(390
)
73.37
Canceled
(104
)
71.40
Options outstanding as of December 31, 2022
1,692
$
77.19
5.84
Options exercisable as of December 31, 2022
1,070
$
75.72
4.85
Included in our share-based compensation was expense recognized for our stock option awards of $5.1 million, $6.2 million and
$6.6 million in 2022, 2021 and 2020, respectively.
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The weighted-average fair value of options granted during 2022, 2021 and 2020 was $32.51, $20.82 and $15.18,
respectively. The total fair value of shares vested during 2022, 2021 and 2020 was $5.6 million, $6.3 million and $6.2 million, respectively.
The
total intrinsic value of options exercised during 2022, 2021 and 2020 was $11.8 million, $36.4 million and $4.1 million, respectively. The aggregate intrinsic value of exercisable options was $26.5 million, $33.9 million and
$29.5 million as of December 31, 2022, 2021 and 2020, respectively.
The total cash received from these option exercises during 2022, 2021 and 2020 was
$22.8 million, $26.4 million and $8.9 million, respectively. The tax benefit realized for the tax deductions from these option exercises was $1.8 million, $5.5 million and $0.5 million as of December 31, 2022, 2021
and 2020, respectively.
As of December 31, 2022, there was $6.1 million of total future compensation cost related to unvested share-based awards to
be recognized over a weighted-average period of 1.25 years.
Restricted Share Units and Performance-Based Restricted Share Units
Restricted share units vest at a rate of 25% after the first year, 50% after the second year, 75% after the third year and 100% after the fourth year from the date of
grant and are subject to forfeiture restrictions which lapse over time. The vesting of performance-based restricted share units is determined in three years based on relative total shareholder return for Crane Holdings, Co. compared to the S&P
Midcap 400 Capital Goods Group, with payout potential ranging from 0% to 200% but capped at 100% if our three year total shareholder return is negative.
Included
in our share-based compensation was expense recognized for our restricted share unit and performance-based restricted share unit awards of $19.1 million, $18.7 million and $15.7 million in 2022, 2021 and 2020, respectively. The tax benefit
(detriment) for the vesting of the restricted share units was $1.2 million, $(0.1) million and $(0.1) million as of December 31, 2022, 2021 and 2020, respectively.
As of December 31, 2022, there was $30.3 million of total future compensation cost related to restricted share unit and performance-based restricted
share unit awards, to be recognized over a weighted-average period of 1.94 years.
Changes in our restricted share units for the year ended December 31,
2022 were as follows:
Restricted Share Unit Activity
Restricted
Share Units
(in 000s)
Weighted
Average
Grant-Date
Fair Value
Restricted share units as of January 1, 2022
548
$
82.84
Restricted share units granted
186
101.33
Restricted share units vested
(148
)
83.38
Restricted share units forfeited
(44
)
83.99
Performance-based restricted share units granted
64
120.68
Performance-based restricted share units vested
(64
)
93.05
Performance-based restricted share units forfeited
(13
)
92.24
Restricted share units as of December 31, 2022
529
$
92.96
Note 8 - Leases
Arrangements that explicitly
or implicitly relate to property, plant and equipment are assessed at inception to determine if the arrangement is or contains a lease. Generally, we enter into operating leases as the lessee and recognize right-of-use assets and lease liabilities
based on the present value of future lease payments over the lease term.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
We lease certain vehicles, equipment, manufacturing facilities, and non-manufacturing facilities. We have leases with
both lease components and non-lease components, such as common area maintenance, utilities, or other repairs and maintenance. For all asset classes, we applied the practical expedient to account for each separate lease component and its associated
non-lease component(s) as a single lease component.
We identify variable lease payments, such as maintenance payments based on actual activities performed or costs
incurred, at lease commencement by assessing the nature of the payment provisions, including whether the payments are subject to a minimum.
Certain leases include
options to renew for an additional term or company-controlled options to terminate. We generally determine it is not reasonably certain to assume the exercise of renewal options because there is no economic incentive to renew. As termination options
often include penalties, we generally determine it is reasonably certain that termination options will not be exercised because there is an economic incentive not to terminate. Therefore, these options generally do not impact the lease term or the
determination or classification of the right-of-use asset and lease liability.
In the third quarter of 2017, we entered a seven-year lease for a used airplane
which includes a maximum residual value guarantee of $11.1 million if the fair value of the airplane is less than $14.4 million at the end of the lease term. We do not believe it is probable that any amount will be owed under this guarantee.
Therefore, no amount related to the residual value guarantee is included in the lease payments used to measure the right-of-use asset and lease liability. We have not entered any other leases where a residual value guarantee is provided to the
lessor.
We do not enter arrangements where restrictions or covenants are imposed by the lessor that, for example, relate to incurring additional financial
obligations. Furthermore, we also have not entered into any significant sublease arrangements.
We use our collateralized incremental borrowing
rate based on the information available at commencement date to determine the present value of future payments and the appropriate lease classification. The rate implicit in the lease is generally unknown, as we generally operate in the
capacity of the lessee.
Our Consolidated Balance Sheet includes the following related to leases:
(in millions) December 31,
Classification
2022
2021
Assets
Operating right-of-use assets
Other assets
$
92.5
$
96.8
Liabilities
Current lease liabilities
Accrued liabilities
$
19.0
$
22.7
Long-term lease liabilities
Other liabilities
78.6
79.4
Total lease liabilities
$
97.6
$
102.1
The components of lease cost were as follows:
(in millions) December 31,
2022
2021
2020
Operating lease cost
$
29.1
$
31.9
$
33.1
Variable lease cost
6.9
6.3
7.2
Total lease cost
$
36.0
$
38.2
$
40.3
The weighted average remaining lease terms and discount rates for our operating leases were as follows:
December 31,
2022
2021
Weighted-average remaining lease term - operating leases
11.4
9.4
Weighted-average discount rate - operating leases
3.9
%
3.6
%
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Supplemental cash flow information related to our operating leases were as follows:
(in millions) December 31,
2022
2021
2020
Cash paid for amounts included in measurement of operating lease liabilities - operating cash flows
$
23.5
$
26.9
$
26.5
Right-of-use assets obtained in exchange for new operating lease liabilities
$
29.7
$
17.0
$
10.0
Future minimum operating lease payments are as follows:
(in millions)
December 31,
2022
2023
$
22.1
2024
18.0
2025
13.3
2026
10.0
2027
8.3
Thereafter
59.8
Total future minimum operating lease payments
$
131.5
Imputed interest
33.9
Present value of lease liabilities reported
$
97.6
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 9 Income Taxes
Provision for Income Taxes
Our income before taxes is as follows:
(in millions) For year ended December 31,
2022
2021
2020
U.S. operations
$
133.6
$
342.1
$
124.9
Non-U.S. operations
429.4
160.7
99.6
Total
$
563.0
$
502.8
$
224.5
Our provision (benefit) for income taxes consists of:
(in millions) For the year ended December 31,
2022
2021
2020
Current:
U.S. federal tax
$
80.7
$
39.0
$
11.3
U.S. state and local tax
8.4
3.7
1.6
Non-U.S. tax
90.4
34.2
12.4
Total current
179.5
76.9
25.3
Deferred:
U.S. federal tax
9.2
(8.2
)
16.5
U.S. state and local tax
(13.7
)
(1.9
)
(0.1
)
Non-U.S. tax
(13.1
)
0.6
1.7
Total deferred
(17.6
)
(9.5
)
18.1
Total provision for income taxes *
$
161.9
$
67.4
$
43.4
*
Included in the above amounts are excess tax benefits from share-based compensation of $3.0 million $5.5 million and $0.6
million in 2022, 2021 and 2020, respectively, which were reflected as reductions in our provision for income taxes in 2022, 2021 and 2020.
A
reconciliation of the statutory U.S. federal tax rate to our effective tax rate is as follows:
For the year ended December 31,
2022
2021
2020
Statutory U.S. federal tax rate
21.0
%
21.0
%
21.0
%
Increase (reduction) from:
Income taxed at non-U.S. rates
(2.3
)%
0.2
%
(3.1
)%
Non-U.S. income inclusion, net of tax credits
2.0
%
(1.5
)%
2.3
%
State and local taxes, net of federal benefit
(1.1
)%
0.2
%
0.5
%
U.S. research and development tax credit
(0.8
)%
(0.5
)%
(2.3
)%
U.S. deduction for foreign - derived intangible income
(1.3
)%
(1.0
)%
(0.5
)%
Deferred tax asset related to the sale of a subsidiary
3.7
%
(4.1
)%
%
Nondeductible loss due to Asbestos Divestiture
6.4
%
%
%
Other
1.2
%
(0.9
)%
1.4
%
Effective tax rate
28.8
%
13.4
%
19.3
%
As of December 31, 2022, we have made the following determinations with regard to our non-U.S. earnings:
(in millions)
Permanently
reinvested
Not
permanently
reinvested
Amount of earnings
$
425.5
$
1,454.3
Associated tax
NA
*
$
15.3
*
Determination of U.S. income taxes and non-U.S. withholding taxes due upon repatriation of this $425.5 million of
earnings is not practicable because the amount of such taxes depends upon circumstances existing in numerous taxing jurisdictions at the time the remittance occurs.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Tax Related to Comprehensive Income
During 2022, 2021 and 2020, tax provision (benefit) of $12.7 million, $29.9 million and $(13.5) million, respectively, related to changes in pension and post-retirement
plan assets and benefit obligations, were recorded to accumulated other comprehensive loss.
Deferred Taxes and Valuation Allowances
The components of deferred tax assets and liabilities included in our Consolidated Balance Sheets are as follows:
(in millions) December 31,
2022
2021
Deferred tax assets:
Asbestos-related liabilities
$
$
138.9
Tax loss and credit carryforwards
97.7
111.2
Inventories
31.9
29.3
Deferred tax asset related to the sale of a subsidiary
20.6
Capitalized Research and Development
17.8
Pension and Post Retirement Benefits
8.4
24.1
Accrued Bonuses and Stock Based Compensation
10.2
10.4
Other
32.4
25.5
Total
$
198.4
$
360.0
Less: valuation allowance
99.7
141.5
Total deferred tax assets, net of valuation allowance
$
98.7
$
218.5
Deferred tax liabilities:
Basis difference in fixed assets
$
(39.3
)
$
(47.4
)
Basis difference in intangible assets
(198.2
)
(208.2
)
Deferred Tax on Non-U.S. Unremitted Earnings
(15.3
)
(14.3
)
Other
(7.8
)
Total deferred tax liabilities
$
(252.8
)
$
(277.7
)
Net deferred tax asset (liability)
$
(154.1
)
$
(59.2
)
Balance sheet classification:
Long-term deferred tax assets
8.3
17.7
Long-term deferred tax liability
(162.4
)
(76.9
)
Net deferred tax asset (liability)
$
(154.1
)
$
(59.2
)
As of December 31, 2022, we had U.S. federal, U.S. state and non-U.S. tax loss and credit carryforwards that will expire, if
unused, as follows:
(in millions)
Year of expiration
U.S.
Federal
Tax
Credits
U.S.
Federal
Tax
Losses
U.S.
State
Tax
Credits
U.S.
State
Tax
Losses
Non-U.S.
Tax
Losses
Total
2023-2027
$
$
$
2.7
$
111.2
$
4.2
After 2027
4.8
0.7
0.9
760.7
3.7
Indefinite
20.8
10.5
117.5
Total tax carryforwards
$
4.8
$
0.7
$
24.4
$
882.4
$
125.4
Deferred tax asset on tax carryforwards
$
4.8
$
0.1
$
19.3
$
44.2
$
29.4
$
97.8
Valuation allowance on tax carryforwards
(4.8
)
(0.1
)
(19.0
)
(42.8
)
(24.7
)
(91.4
)
Net deferred tax asset on tax carryforwards
$
$
$
0.3
$
1.4
$
4.7
$
6.4
As of December 31, 2022 and 2021, we determined that it was more likely than not that $91.4 million and $106.4 million,
respectively, of our deferred tax assets related to tax loss and credit carryforwards will not be realized. As a result, we recorded a valuation allowance against these deferred tax assets. We also determined that it is more likely than not that a
109
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
portion of the benefit related to U.S. state and non-U.S. deferred tax assets other than tax loss and credit carryforwards will not be realized. Accordingly, as of December 31, 2022 and
2021, a valuation allowance of $8.3 million and $35.1 million, respectively, was established against these U.S. state and non-U.S. deferred tax assets. Our total valuation allowance as of December 31, 2022 and 2021 was $99.7 million and $141.5
million, respectively.
Unrecognized Tax Benefits
A reconciliation of
the beginning and ending amount of our gross unrecognized tax benefits, excluding interest and penalties, is as follows:
(in millions)
2022
2021
2020
Balance of liability as of January 1,
$
31.6
$
34.0
$
39.8
Increase as a result of tax positions taken during a prior year
0.7
5.4
Decrease as a result of tax positions taken during a prior year
(0.6
)
(0.3
)
(0.4
)
Increase as a result of tax positions taken during the current year
3.1
2.6
1.8
Decrease as a result of settlements with taxing authorities
(0.8
)
(2.5
)
Reduction as a result of a lapse of the statute of limitations
(5.9
)
(4.6
)
(10.1
)
Balance of liability as of December 31,
$
28.2
$
31.6
$
34.0
As of December 31, 2022, 2021 and 2020, the amount of our unrecognized tax benefits that, if recognized, would affect our effective
tax rate was $30.3 million, $33.5 million and $32.6 million, respectively. The difference between these amounts and those reflected in the table above relates to (1) offsetting tax effects from other tax jurisdictions, and
(2) interest expense, net of deferred taxes.
We recognize interest and penalties related to unrecognized tax benefits as a component of our income tax
expense. During the years ended December 31, 2022, 2021 and 2020, we recognized interest and penalty (income)/ expense of $(0.1) million, $(2.6) million and $0.5 million, respectively, in our Consolidated Statements of Operations. As
of December 31, 2022 and 2021, we had accrued $4.8 million and $4.9 million, respectively, of interest and penalties related to unrecognized tax benefits on our Consolidated Balance Sheets.
During the next twelve months, it is reasonably possible that our unrecognized tax benefits could change by $7.5 million due to settlements of income tax
examinations, the expiration of statutes of limitations or other resolution of uncertainties. However, if the ultimate resolution of income tax examinations results in amounts that differ from this estimate, we will record additional income tax
expense or benefit in the period in which such matters are effectively settled.
Income Tax Examinations
Our income tax returns are subject to examination by the U.S. federal, U.S. state and local, and non-U.S. tax authorities. With few exceptions, the years for which we
filed returns that are open to examination are as follows:
Jurisdiction
Year
U.S. federal
2019 - 2021
U.S. state and local
2016 - 2021
Non-U.S.
2016 - 2021
Currently, we and our subsidiaries are under examination in various jurisdictions, including Germany (2016 through 2019), Canada (2013
through 2018) and Luxembourg (2017 through 2018).
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 10 Accrued Liabilities
Accrued liabilities consist of:
(in millions) December 31,
2022
2021
Employee related expenses
$
156.6
$
181.9
Warranty
7.4
8.6
Current lease liabilities
19.0
22.7
Contract liabilities
142.9
101.1
Other
138.3
128.4
Total
$
464.2
$
442.7
We accrue warranty liabilities when it is probable that a liability has been incurred and the amount of the loss can be reasonably
estimated. Warranty provision is included in Cost of sales in our Consolidated Statements of Operations.
Note 11 Other Liabilities
A summary of the other liabilities is as follows:
(in millions) December 31,
2022
2021
Environmental
$
17.6
$
25.8
Long-term lease liabilities
78.6
79.4
Other
42.5
56.0
Total
$
138.7
$
161.2
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 12 - Commitments and Contingencies
Asbestos Liability
On August 12, 2022, Crane Holdings, Co., Crane
Company, a wholly-owned subsidiary of Crane Holdings, Co., and Redco, then a wholly-owned subsidiary of Crane Company that held liabilities including asbestos liabilities and related insurance assets, entered into the Redco Purchase Agreement with
Redco Buyer, an unrelated third party and long-term liability management company specializing in the acquisition and management of legacy corporate liabilities, whereby Crane Company transferred to Redco Buyer all of the issued and outstanding
shares of Redco. In connection with the Redco Sale, Crane Holdings, Co., on behalf of Crane Company, contributed approximately $550 million in cash to Redco, which was funded by a combination of short-term borrowings and cash on hand.
Concurrent with the completion of the Redco Sale, Redco Buyer contributed $83 million in cash to Redco. Pursuant to the terms of the Redco Purchase Agreement, Crane Company and Redco Buyer will each indemnify the other for breaches of
representations and warranties, breaches of covenants and obligations and certain liabilities, subject to the terms of the Redco Purchase Agreement. While indemnification by each of Crane Company and Redco Buyer to the other party for breach of
representations and warranties is capped at $83 million, in each case, based on the terms and subject to certain limitations as set forth in the Redco Purchase Agreement, liability of each of Crane Company and Redco Buyer for breaches of
covenants and obligations and for indemnified liabilities is generally uncapped. Such covenants and obligations include that Redco has agreed to indemnify Crane Company and its affiliates for all claims arising out of asbestos liabilities, and Crane
Company has agreed to indemnify Redco and its affiliates for all other historical liabilities of Redco, which include certain potential environmental liabilities. Crane Holdings, Co. has guaranteed the full payment and performance of Crane
Companys indemnification obligations under the Redco Purchase Agreement. Upon consummation of the previously announced separation transaction pursuant to which, among other things, all outstanding shares of Crane Company will be distributed to
Crane Holdings, Co.s stockholders, Crane Holdings, Co. will be released from its guarantee of Crane Companys indemnification obligations under the Redco Purchase Agreement.
As a result of the Redco Sale, all asbestos obligations and liabilities, related insurance assets and associated deferred tax assets of Redco have been removed from
Crane Holdings, Co.s consolidated balance sheets effective August 12, 2022 and the Company no longer has any obligation with respect to pending and future asbestos claims. As such, Redco has been deconsolidated from our 2022 financial
results, as we no longer maintain control of the entity. Therefore, for the year ended December 31, 2022, all asbestos obligations and liabilities, related insurance assets and associated deferred tax assets of Redco are no longer reported on
the consolidated balance sheet. The Company recorded a loss on the divestiture of asbestos-related assets and liabilities of $162.4 million in the third quarter of 2022, including transaction expenses of $13.5 million.
The following is a summary of the loss on divestiture of asbestos-related assets and liabilities:
(in millions)
Cash
$
(550.0
)
Current insurance receivable
(13.8
)
Long-term insurance receivable
(49.4
)
Deferred tax asset
(107.9
)
Current asbestos liability
62.5
Long-term asbestos liability
509.7
Loss on divestiture of asbestos-related assets and liabilities, before transaction costs
(148.9
)
Transaction costs
(13.5
)
Loss on divestiture of asbestos-related assets and liabilities
$
(162.4
)
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The gross settlement and defense costs incurred (before insurance recoveries and tax effects) by us for the years ended
December 31, 2022, 2021 and 2020 totaled $35.8 million, $55.2 million and $50.9 million, respectively. Our total pre-tax payments for settlement and defense costs, net of funds received from insurers, for the years ended
December 31, 2022, 2021 and 2020 totaled $29.3 million, $44.9 million and $31.1 million, respectively. Detailed below are the comparable amounts for the periods indicated.
(in millions)
For the year ended December 31,
2022
2021
2020
Settlement / indemnity costs incurred (a)
$
29.4
$
40.6
$
35.3
Defense costs incurred (a)
6.4
14.6
15.6
Total costs incurred
$
35.8
$
55.2
$
50.9
Settlement / indemnity payments
$
33.8
$
42.6
$
24.7
Defense payments
6.1
15.4
16.7
Insurance receipts
(10.6
)
(13.1
)
(10.3
)
Pre-tax cash payments, net
$
29.3
$
44.9
$
31.1
(a)
Before insurance recoveries and tax effects.
Other Contingencies
Environmental Matters
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, 2022 is substantially related to the former manufacturing site in Goodyear,
Arizona (the Goodyear Site) discussed below. On June 21, 2021, we completed the sale of substantially all of the property associated with what we have historically called the Goodyear Site for $8.7 million, retaining only a
small parcel on which our remediation and treatment systems are located. We will continue to be responsible for all remediation costs associated with the Goodyear Site.
Pursuant to the terms of the Redco Purchase Agreement (referenced above), Crane Company and Redco Buyer will each indemnify the other for breaches of representations
and warranties, breaches of covenants and obligations and certain liabilities, subject to the terms of the Redco Purchase Agreement. Such covenants and obligations include that Crane Company has agreed to indemnify Redco and its affiliates for all
other historical liabilities of Redco, which include certain potential environmental liabilities. Crane Holdings, Co. has guaranteed the full payment and performance of Crane Companys indemnification obligations under the Redco Purchase
Agreement. Upon consummation of the previously announced separation transaction pursuant to which, among other things, all outstanding shares of Crane Company will be distributed to Crane Holdings, Co.s stockholders, Crane Holdings, Co. will
be released from its guarantee of Crane Companys indemnification obligations under the Redco Purchase Agreement. Prior to the effective date of the Redco Sale, the U.S. Department of Justice agreed that Crane Holdings, Co. and ultimately Crane
Company following the above-referenced separation transaction, will be primarily liable for the Goodyear Site. The New Jersey Department of Environmental Protection agreed to transfer the liability of the Roseland Site to Crane Holdings, Co., and a
further transfer of this environmental liability to Crane Company upon effectiveness of the separation transaction is expected. The potential liability for the Crab Orchard Site referenced below remains a direct obligation of Redco. As noted above,
however, Crane Company, and Crane Holdings, Co. (as guarantor until the time of the separation transaction), have agreed to indemnify Redco Buyer against the Goodyear, Roseland, and Crab Orchard environmental liabilities. Thus, references below to
we, and us refer to Crane Holdings, Co. in its capacity as the primarily responsible party for the Goodyear and Roseland Sites, and as indemnitor to the Redco Buyer on the Crab Orchard Site.
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Goodyear Site
The Goodyear
Site was operated by Unidynamics/Phoenix, Inc. (UPI), which became an indirect subsidiary in 1985 when Crane Co. (n/k/a Redco) acquired UPIs parent company, UniDynamics Corporation. UPI is now an indirect subsidiary of Crane
Holdings, Co. and will become an indirect subsidiary of Crane Company following the separation transaction. UPI manufactured explosive and pyrotechnic compounds, including components for critical military programs, for the U.S. Government at the
Goodyear Site from 1962 to 1993, under contracts with the U.S. Department of Defense and other government agencies and certain of their prime contractors. In 1990, the U.S. Environmental Protection Agency (EPA) issued administrative
orders requiring UPI to design and conduct certain remedial actions, which UPI has done. Groundwater extraction and treatment systems have been in operation at the Goodyear Site since 1994. On July 26, 2006, we entered a consent decree with the
EPA with respect to the Goodyear Site providing for, among other things, a work plan for further investigation and remediation activities (inclusive of a supplemental remediation investigation and feasibility study). During the third quarter of
2014, the EPA issued a Record of Decision (ROD) amendment permitting, among other things, additional source area remediation resulting in us recording a charge of $49.0 million, extending the accrued costs through 2022. Following
the 2014 ROD amendment, we continued our remediation activities and explored an alternative strategy to accelerate remediation of the site. During the fourth quarter of 2019, we received conceptual agreement from the EPA on our alternative
remediation strategy which is expected to further reduce the contaminant plume. Accordingly, in 2019, 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 $24.8 million and $32.3 million as of December 31, 2022 and 2021, respectively and as described below, a portion is reimbursable by the U.S. Government. The current portion of the
total estimated liability was $7.7 million and $7.1 million as of December 31, 2022 and 2021, respectively, and represents our best estimate, in consultation with our technical advisors, of total remediation costs expected to be paid
during the twelve-month period. It is not possible at this point to reasonably estimate the amount of any obligation in excess of our current accruals through the 2027 forecast period because of the
aforementioned uncertainties, in particular, the continued significant changes in the Goodyear Site conditions and additional expectations of remediation activities experienced in recent years.
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. As of December 31, 2022 and 2021, we recorded a receivable of $4.8 million and
$7.3 million, respectively, for the expected reimbursements from the U.S. Government in respect of the aggregate liability as at that date. The receivable is reduced as reimbursements and other payments from the U.S. Government are received.
Other Environmental Matters
Roseland, NJ Site
The Roseland Site was operated by Resistoflex Corporation (Resistoflex), which became an indirect subsidiary in 1985 when Crane Co. (n/k/a Redco) acquired
Resistoflexs parent company, UniDynamics Corporation. Resistoflex manufactured specialty lined pipe and fittings at the site from the 1950s until it was closed in the mid-1980s. We undertook an extensive soil remediation effort at the Roseland
Site following our closure and had been monitoring the Sites condition in the years that followed. In response to changes in remediation standards, in 2014 we began to conduct further site characterization and delineation studies at the Site.
We are in the late stages of our remediation activities at the Site, which include a comprehensive delineation of contaminants of concern in soil, groundwater, surface water, sediment, and indoor air in certain buildings, all in accordance with the
New Jersey Department of Environmental Protection guidelines and directives.
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Marion, IL Site
Crane Co. (n/k/a Redco) has been identified as a potentially responsible party (PRP) with respect to environmental contamination at the Crab Orchard National
Wildlife Refuge Superfund Site (the Crab Orchard Site). The Crab Orchard Site is located near Marion, Illinois, and consists of approximately 55,000 acres. Beginning in 1941, the United States used the Crab Orchard Site for the
production of ordnance and other related products for use in World War II. In 1947, about half of the Crab Orchard Site was leased to a variety of industrial tenants whose activities (which continue to this day) included manufacturing ordnance and
explosives. Unidynamics Corporation formerly leased portions of the Crab Orchard Site and conducted manufacturing operations at the Crab Orchard Site from 1952 until 1964. General Dynamics Ordnance and Tactical Systems, Inc. (GD-OTS) is
in the process of conducting a remedial investigation and feasibility study for a portion of the Crab Orchard Site (the AUS-OU), which includes an area where we maintained operations, pursuant to an Administrative Order on Consent. A
remedial investigation report was approved in February 2015, and work on the feasibility study is underway. It is unclear when the final feasibility study will be completed, or when a final Record of Decision may be issued. As noted above, we have
agreed to indemnify Redco Buyer against the Crab Orchard environmental liabilities, and accordingly we act as Redcos agent with respect to such liabilities.
GD-OTS asked Crane Co. (n/k/a Redco) to participate in a voluntary, multi-party mediation exercise with respect to response costs that GD-OTS has incurred or will incur
with respect to the AUS-OU, and Crane Co. (n/k/a Redco), the U.S. Government, and other PRPs entered into a non-binding mediation agreement in 2015. We have stepped into Redcos position as a participant in the mediation. The first phase of the
mediation, involving certain former munitions or ordnance storage areas, began in November 2017, but did not result in a multi-party settlement agreement. Subsequently, Redco entered discussions directly with GD-OTS and reached an agreement, as of
July 13, 2021, to contribute toward GD-OTSs past RI-FS costs associated with the first-phase areas for an immaterial amount. We, as indemnitor, have also agreed to pay a modest percentage of future RI-FS costs and the United States
claimed past response costs relative to the first-phase areas, a sum that has proven to be and we expect to continue to be, in the aggregate, an immaterial amount. We understand that GD-OTS has also reached agreements with the U.S. Government and
the other participating PRPs related to the first-phase areas of concern.
Negotiations between GD-OTS, the U.S. Government
and remaining participants are underway with respect to resolution of the U.S. Governments liability for, and contribution claims with respect to, the remaining areas of the site, including those portions of the Crab Orchard Site where
Redcos predecessor conducted manufacturing and research activities. The participants have reached agreement in principle on a framework for resolving the U.S. Governments share of response costs, subject to consummation of a
mutually-agreeable consent decree, but we at present cannot predict whether or when these negotiations will result in a definitive agreement, or when any determination of the ultimate allocable shares of GD-OTS and U.S. Government response costs for
which we may be liable is likely to be completed. It is not possible at this time to reasonably estimate the total amount of any obligation for remediation of the Crab Orchard Site as a whole because the allocation among PRPs, selection of
remediation alternatives, and concurrence of regulatory authorities have not yet advanced to the stage where a reasonable estimate can be made. Insurers with contractual coverage obligations for this site have been notified of this potential
liability and have been providing defense and indemnity coverage, subject to reservations of rights.
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Other Proceedings
We
regularly review the status of lawsuits, claims and proceedings that have been or may be asserted against us relating to the conduct of our business, including those pertaining to product liability, patent infringement, commercial, employment,
employee benefits, environmental and stockholder matters. We record a provision for a liability for such matters when it is considered probable that a liability has been incurred and the amount of the loss can be reasonably estimated. These
provisions, if any, are reviewed quarterly and adjusted as additional information becomes available. If either or both of the criteria are not met, we assess whether there is at least a reasonable possibility that a loss, or additional losses, may
have been incurred. If there is a reasonable possibility that a loss or additional loss may have been incurred for such matters, we disclose the estimate of the amount of loss or range of loss, disclose that the amount is immaterial, or disclose
that an estimate of loss cannot be made, as applicable. We believe that as of December 31, 2022 2021 and 2020, there was no reasonable possibility that a material loss, or any additional material losses, may have been incurred for such matters,
and that adequate provision has been made in our financial statements for the potential impact of all such matters.
Note 13 Financing
Our debt as of December 31, 2022 and 2021 consisted of the following:
(in millions) December 31,
2022
2021
364-Day Credit Agreement
$
399.6
$
4.45% notes due December 2023
299.7
Total short-term borrowings
$
699.3
$
4.45% notes due December 2023
$
$
299.4
6.55% notes due November 2036
198.6
198.5
4.20% notes due March 2048
346.5
346.3
Other deferred financing costs associated with credit facilities
(1.4
)
(1.8
)
Total long-term debt
$
543.7
$
842.4
Debt discounts and debt issuance costs totaled $5.6 million and $5.7 million as of December 31, 2022 and 2021, respectively, and
have been netted against the aggregate principal amounts of the related debt in the components of the debt table above.
364-Day Credit Agreement - On
August 11, 2022, the Company entered a new senior unsecured 364-day credit facility (the 364-Day Credit Agreement) under which it borrowed term loans denominated in U.S. dollars (the Term Loans) in an aggregate principal
amount of $400 million. Interest on the Term Loans accrues at a rate per annum equal to, at the Companys option, (a) a base rate (determined in a customary manner), plus a margin of 0.25% or 0.50% that is determined based upon the
ratings by S&P and Moodys of the Companys senior unsecured long-term debt (the Index Debt Rating) or (b) an adjusted Term SOFR (determined in a customary manner) for an interest period to be selected by the Company,
plus a margin of 1.25% or 1.50% that is determined based upon the Index Debt Rating. The 364-Day Credit Agreement contains customary affirmative and negative covenants for credit facilities of this type.
Commercial paper program - On July 28, 2021, we increased the size of the commercial paper program (CP Program) to permit the issuance of
short-term, unsecured commercial paper notes in an aggregate principal amount not to exceed $650 million at any time outstanding. We may issue short-term, unsecured commercial paper notes pursuant to the exemption from registration contained in
Section 4(a)(2) of the Securities Act of 1933, as amended. Prior to this increase, the CP Program permitted us to issue commercial paper notes in an aggregate principal amount not to exceed $550 million at any time outstanding. The other
terms and conditions of the CP Program remain the same. Amounts available under the CP Program may be borrowed, repaid and re-borrowed from time to time. The notes will have maturities of up to 397 days from date of issue. The notes rank at least
pari passu with all of our other unsecured and unsubordinated indebtedness. As of December 31, 2022 and 2021, there was no outstanding borrowings, respectively.
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4.45% notes due December 2023 - In December 2013, we issued 10 year notes having an aggregate principal
amount of $300 million. The notes are unsecured, senior obligations that mature on December 15, 2023 and bear interest at 4.45% per annum, payable semi-annually on June 15 and December 15
of each year. The notes have no sinking fund requirement, but may be redeemed, in whole or part, at our option. These notes do not contain any material debt covenants or cross default provisions. If there is a change in control of the Company, and
if as a consequence, the notes are rated below investment grade by both Moodys Investors Service and Standard & Poors, then holders of the notes may require us to repurchase them, in whole or in part, for 101% of the principal
amount plus accrued and unpaid interest. Debt issuance costs are deferred and included in long-term debt and are amortized as a component of interest expense over the term of the notes. Including debt issuance cost amortization, these notes have an
effective annualized interest rate of 4.56%. The notes were issued under an indenture dated as of December 13, 2013. The indentures contain certain restrictions, including a limitation that restricts our ability and the ability of certain of
our subsidiaries to create or incur secured indebtedness, enter into certain sale and leaseback transactions, and consolidate, merge or transfer all or substantially all of our assets and the assets of our subsidiaries.
6.55% notes due November 2036 - In November 2006, we issued 30 year notes having an aggregate principal amount of $200 million. The notes are unsecured,
senior obligations of us that mature on November 15, 2036 and bear interest at 6.55% per annum, payable semi-annually on May 15 and November 15 of each year. The notes have no sinking fund requirement, but may be redeemed, in
whole or in part, at the option of us. These notes do not contain any material debt covenants or cross default provisions. If there is a change in control of the Company, and if as a consequence, the notes are rated below investment grade by both
Moodys Investors Service and Standard & Poors, then holders of the notes may require us to repurchase them, in whole or in part, for 101% of the principal amount plus accrued and unpaid interest. Debt issuance costs are deferred
and included in long-term debt and are amortized as a component of interest expense over the term of the notes. Including debt issuance cost amortization, these notes have an effective annualized interest rate of 6.67%. The notes were issued under
an indenture dated as of April 1, 1991. The indentures contain certain restrictions, including a limitation that restricts our ability and the ability of certain of our subsidiaries to create or incur secured indebtedness, enter into certain
sale and leaseback transactions, and consolidate, merge or transfer all or substantially all of our assets and the assets of our subsidiaries.
4.20% notes
due March 2048 - On February 5, 2018, we completed a public offering of $350 million aggregate principal amount of 4.20% Senior Notes due 2048 (the 2048 Notes). The 2048 Notes bear interest at a rate of 4.20% per annum
and mature on March 15, 2048. Interest on the 2048 Notes is payable on March 15 and September 15 of each year, commencing on September 15, 2018. These notes do not contain any material debt covenants or cross default provisions.
If there is a change in control of the Company, and if as a consequence, the notes are rated below investment grade by both Moodys Investors Service and Standard & Poors, then holders of the notes may require us to repurchase
them, in whole or in part, for 101% of the principal amount plus accrued and unpaid interest. Debt issuance costs are deferred and included in long-term debt and are amortized as a component of interest expense over the term of the notes. Including
debt issuance cost amortization, these notes have an effective annualized interest rate of 4.29%. The notes were issued under an indenture dated as of February 5, 2018. The indentures contain certain restrictions, including a limitation that
restricts our ability and the ability of certain of our subsidiaries to create or incur secured indebtedness, enter into certain sale and leaseback transactions, and consolidate, merge or transfer all or substantially all of our assets and the
assets of our subsidiaries.
Other - As of December 31, 2022, we had open standby letters of credit of $66.8 million issued pursuant to a $170.3
million uncommitted Letter of Credit Reimbursement Agreement, and certain other credit lines. As of December 31, 2021, we had open standby letters of credit of $49.5 million issued pursuant to a $162.7 million uncommitted Letter of Credit
Reimbursement Agreement, and certain other credit lines.
Revolving Credit Facility - On July 28, 2021, we entered into a $650 million,
5-year Revolving Credit Agreement (the 2021 Facility), which replaced the $550 million revolving credit facility that we had entered into in December 2017. The 2021 Facility allows us to borrow, repay, or to the extent permitted by
the agreement, prepay and re-borrow funds at any time prior to the stated maturity date. Interest on loans made under the 2021 Facility accrues, at our option, at a rate per annum equal
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
to (1) a base rate, plus a margin ranging from 0.00% to 0.50% depending upon the ratings by S&P and Moodys of our senior unsecured long-term debt (the Index Debt
Rating), or (2) an adjusted LIBO rate or the applicable replacement rate (determined based on hardwired LIBOR transition provisions consistent with those published by the Alternative References Rates Committee) for an interest
period to be selected by us, plus a margin ranging from 0.805% to 1.50% depending upon the Index Debt Rating. The 2021 Facility contains customary affirmative and negative covenants for credit facilities of this type, including limitations on us and
our subsidiaries with respect to indebtedness, liens, mergers, consolidations, liquidations and dissolutions, sales of all or substantially all assets, transactions with affiliates and hedging arrangements. We must also maintain a debt to
capitalization ratio not to exceed 0.65 to 1.00 at all times. The 2021 Facility also provides for customary events of default, including failure to pay principal, interest or fees when due, failure to comply with covenants, any representation or
warranty made by us or any of our material subsidiaries being false in any material respect, default under certain other material indebtedness, certain insolvency or receivership events affecting us and our material subsidiaries, certain ERISA
events, material judgments and a change in control of us. The undrawn portion of this revolving credit agreement is also available to serve as a backstop facility for the issuance of commercial paper. As of December 31, 2022 and 2021, there
were no outstanding borrowings.
As of December 31, 2022, our total debt to total capitalization ratio was 39.5%, computed as follows:
(in millions)
Total debt
$
1,243.0
Equity
1,904.0
Capitalization
$
3,147.0
Total indebtedness to capitalization
39.5
%
Note 14 - Fair Value Measurements
Accounting
standards define fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value measurements are to be considered from the
perspective of a market participant that holds the asset or owes the liability. The standards also establish a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when
measuring fair value.
The standards describe three levels of inputs that may be used to measure fair value:
Level 1 : Quoted prices in active markets for identical or similar assets and liabilities.
Level 2 : Quoted prices for identical or similar assets and liabilities in markets that are not active or observable inputs other than
quoted prices in active markets for identical or similar assets and liabilities. Level 2 assets and liabilities include over-the-counter derivatives, principally forward foreign exchange contracts, whose value is determined using pricing models
with inputs that are generally based on published foreign exchange rates and exchange traded prices, adjusted for other specific inputs that are primarily observable in the market or can be derived principally from or corroborated by observable
market data.
Level 3 : Unobservable inputs that are supported by little or no market activity and that are significant to the
fair value of the assets or liabilities.
Valuation Technique
The
carrying value of our financial assets and liabilities, including cash and cash equivalents, accounts receivable, commercial paper and accounts payable approximate fair value, without being discounted, due to the short periods during which these
amounts are outstanding.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
We are exposed to certain risks related to our ongoing business operations, including market risks related to
fluctuation in currency exchange. We use foreign exchange contracts to manage the risk of certain cross-currency business relationships to minimize the impact of currency exchange fluctuations on our earnings and cash flows. We do not hold or issue
derivative financial instruments for trading or speculative purposes. Foreign exchange contracts not designated as hedging instruments had a notional value of $89.7 million and $3.0 million as of December 31, 2022 and 2021, respectively. Our
derivative assets and liabilities include foreign exchange contract derivatives that are measured at fair value using internal models based on observable market inputs such as forward rates and interest rates. Based on these inputs, the derivatives
are classified within Level 2 of the valuation hierarchy. Such derivative receivable amounts are recorded within Other current assets on our Consolidated Balance Sheets and were $5.9 million and $0.0 million as of the years ended
December 31, 2022 and 2021, respectively. Such derivative liability amounts are recorded within Accrued liabilities on our Consolidated Balance Sheets and there were no derivative liabilities for the years ended December 31,
2022 and 2021, respectively.
Available-for-sale securities consist of rabbi trust investments that hold marketable securities for the benefit of participants in
our Supplemental Executive Retirement Plan. These investments are measured at fair value using quoted market prices in an active market and are therefore classified within Level 1 of the valuation hierarchy. The fair value of available-for-sale
securities was $0.4 million and $1.6 million as of December 31, 2022 and 2021, respectively. These investments are included in Other assets on our Consolidated Balance Sheets.
Long-term debt rates currently available to us for debt with similar terms and remaining maturities are used to estimate the fair value for debt issues that are not
quoted on an exchange. The estimated fair value of long-term debt is measured using Level 2 inputs and was $753.1 million and $984.9 million as of December 31, 2022 and 2021, respectively.
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Note 15 Restructuring
Overview
2022 Repositioning - In the fourth quarter of 2022, in
response to economic uncertainty, we initiated modest workforce reductions of approximately 300 employees, or about 3% of our global workforce. We expect to complete the program in the fourth quarter of 2023. We recorded a charge of
$14.4 million for the year ended December 31, 2022.
2020 Repositioning - In the second quarter of 2020, we initiated actions in response to the
adverse economic impact of COVID-19 and integration actions related to the Cummins-Allison acquisition. These actions include workforce reductions of approximately 1,200 employees, or about 11% of our global workforce, and the exiting of two leased
office facilities and one leased warehouse facility. We have completed this program and do not expect to incur additional restructuring charges. We recorded restructuring gain of $3.7 million for the year ended December 31, 2021. We
recorded a charge of $32.1 million for the year ended December 31, 2020.
2019 Repositioning - In the fourth quarter of 2019, we initiated actions
to consolidate two manufacturing operations in Europe within our Process Flow Technologies segment. In 2020, we recorded additional severance costs related to the final negotiation with the works council/union at both locations. These actions, taken
together, included workforce reductions of approximately 180 employees, or less than 1% of our global workforce. We expect to complete the program in the fourth quarter of 2023. We recorded a gain of $4.0 million in 2022. We recorded charges of
$0.1 million and $6.1 million for the years ended December 31, 2021 and 2020, respectively.
2017 Repositioning - In the fourth quarter of
2017, we initiated broad-based repositioning actions designed to improve profitability. These actions included headcount reductions of approximately 300 employees, or about 3% of our global workforce, and select facility consolidations in North
America and Europe. In 2020, we adjusted the estimate downward to reflect the impact of employees that chose to voluntarily terminate prior to receiving severance at the conclusion of the actions in North America. In 2021, we recorded a gain on sale
of real estate related to these actions. We completed the program and do not expect to incur additional restructuring charges. We recorded a restructuring gain of $13.3 million and $6.2 million for the years ended December 31, 2021
and 2020 respectively.
Other Restructuring - In the second quarter of 2020, we recorded other restructuring costs within our Payment &
Merchandising Technologies segment. We do not expect to incur additional restructuring charges.
Restructuring Charges (Gains), Net
We recorded restructuring charges (gains) which are reflected in the Consolidated Statements of Operations, as follows:
(in millions) For the year ended December 31,
2022
2021
2020
Aerospace & Electronics
$
1.5
$
$
6.5
Process Flow Technologies
2.3
(13.2
)
6.1
Payment & Merchandising Technologies
6.2
(3.7
)
19.1
Engineering Materials
0.4
0.6
Total restructuring charges (gains), net
$
10.4
$
(16.9
)
$
32.3
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The following table summarizes our restructuring charges (gains) by program, cost type and segment for the years ended
December 31, 2022, 2021 and 2020:
December 31, 2022
December 31, 2021
December 31, 2020
(in millions)
Severance
Other
Total
Severance
Other
Total
Severance
Other
Total
Aerospace & Electronics
$
1.5
$
$
1.5
$
$
$
$
$
$
Process Flow Technologies
6.3
$
6.3
Payment & Merchandising Technologies
5.7
$
0.5
6.2
Engineered Materials
0.4
$
0.4
2022 Repositioning
13.9
0.5
14.4
Aerospace & Electronics
$
$
$
$
$
$
$
6.5
$
$
6.5
Process Flow Technologies
(0.1
) (a)
(0.1
)
3.8
3.8
Payment & Merchandising Technologies
(0.8
) (a)
(2.8
)
(3.6
)
16.6
4.6
(b)
21.2
Engineered Materials
0.6
0.6
2020 Repositioning
(0.9
) (a)
(2.8
)
(3.7
)
27.5
4.6
32.1
Process Flow Technologies
$
(1.2
) (a)
$
(2.8
) (c)
$
(4.0
)
$
0.1
$
$
0.1
$
6.1
$
$
6.1
2019 Repositioning
(1.2
) (a)
(2.8
) (c)
(4.0
)
0.1
0.1
6.1
6.1
Process Flow Technologies
$
$
$
$
(0.4
) (a)
$
(12.7
) (c)
$
(13.1
)
$
(3.8
)
$
$
(3.8
)
Payment & Merchandising Technologies
(0.2
) (a)
(0.2
)
(0.9
)
(1.5
) (c)
(2.4
)
2017 Repositioning
(0.6
) (a)
(12.7
) (c)
(13.3
)
(4.7
)
(1.5
) (c)
(6.2
)
Payment & Merchandising Technologies
$
$
$
$
$
$
$
0.3
$
$
0.3
Other Restructuring
0.3
0.3
Total
$
12.7
$
(2.3
)
$
10.4
$
(1.4
)
$
(15.5
)
$
(16.9
)
$
29.2
$
3.1
$
32.3
(a)
Reflects changes in estimates for increases and decreases in costs related to our restructuring programs.
(b)
Primarily reflects non-cash charges related to the impairment of ROU assets and leasehold improvements associated with
the exit of the three leased facilities in 2020.
(c)
Reflects a pre-tax gain related to the sale of real estate.
121
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following table summarizes the cumulative restructuring costs incurred through December 31, 2022. We do not
expect to incur additional facility consolidation costs to complete these actions as of December 31, 2022.
Cumulative Restructuring Costs
(in millions)
Severance
Other
Total
Aerospace & Electronics
$
1.5
$
$
1.5
Process Flow Technologies
6.3
6.3
Payment & Merchandising Technologies
5.7
0.5
6.2
Engineered Materials
0.4
0.4
2022 Repositioning
13.9
0.5
14.4
Aerospace & Electronics
$
6.5
$
$
6.5
Process Flow Technologies
3.7
3.7
Payment & Merchandising Technologies
15.8
1.8
17.6
Engineered Materials
0.6
0.6
2020 Repositioning
26.6
1.8
28.4
Process Flow Technologies
14.9
(2.8
)
12.1
2019 Repositioning
14.9
(2.8
)
12.1
Aerospace & Electronics
1.3
(1.4
)
(0.1
)
Process Flow Technologies
13.1
(12.7
)
0.4
Payment & Merchandising Technologies
11.5
0.7
12.2
2017 Repositioning
$
25.9
$
(13.4
)
$
12.5
Restructuring Liability
The following
table summarizes the accrual balances related to these restructuring charges by program:
(in millions)
2022
Repositioning
2020
Repositioning
2019
Repositioning
2017
Repositioning
Total
Severance:
Balance as of December 31, 2020 (c)
$
$
4.2
$
16.0
$
4.7
$
24.9
Expense (a)
0.1
0.1
Adjustments (b)
(0.9
)
(0.5
)
(1.4
)
Utilization
(3.3
)
(4.6
)
(3.5
)
(11.4
)
Balance as of December 31, 2021 (c)
$
$
$
11.5
$
0.7
$
12.2
Charges (Gain) (a)
14.4
(1.2
)
13.2
Adjustments (b)
Utilization
(0.2
)
(7.9
)
(0.7
)
(8.8
)
Balance as of December 31, 2022 (c)
$
14.2
$
$
2.4
$
$
16.6
(a)
Included within Restructuring charges (gains), net in the Consolidated Statements of Operations
(b)
Included within Restructuring charges (gains), net in the Consolidated Statements of Operations and reflects
changes in estimates for increases and decreases in costs
(c)
Included within Accrued Liabilities in the Consolidated Balance Sheets
122
Table of Contents
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the shareholders and the Board of Directors of Crane Holdings, Co.
Opinion
on the Financial Statements
We have audited the accompanying combined balance sheets of Crane Company (the Business or the Company),
which consists of the Aerospace & Electronics, Process Flow Technologies and Engineered Materials businesses of Crane Holdings, Co. as of December 31, 2022 and 2021, the related combined statements of operations, comprehensive income,
cash flows, and changes in net investment, for each of the three years in the period ended December 31, 2022, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements
present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2022, in
conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on the Companys financial
statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal
securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the
standards of the PCAOB and in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are
free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an
understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Companys internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing
procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and
significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a
matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements
and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the
critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Revenue
Over-Time Basis Refer to Note 1 to the financial statements
Critical Audit Matter Description
The Company recognizes revenue as they fulfill their performance obligations and transfer control of products to their customers. The Company has certain revenue
contracts indirectly to the U.S. government through subcontracts. The clauses of those contracts stipulate that any amounts included in work-in-progress are the property
of the U.S. government as they own any work-in progress as the contracted product is being built. The Company uses the
cost-to-cost method of determining their progress, measuring progress by comparing costs incurred to date to the total estimated costs to provide the performance
obligation. In 2022, the Company recognized approximately $88 million in revenue over time related to contracts in progress as of December 31, 2022.
We
identified revenue recognized over time as a critical audit matter because of the judgments necessary for management to determine the margin to be used to estimate revenue for the overtime revenue. This required a high degree of auditor judgment
when performing audit procedures to audit managements estimates of margin at completion used to recognize revenue over time and evaluating the results of those procedures.
124
Table of Contents
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures performed related to the recognition of revenue recognized over-time included the following, among others:
We tested the effectiveness of controls related to the revenue recognized over-time, including managements controls
over costs incurred to date and estimates of margin at completion, as well as the accurate classification of contracts in the system during the order entry process.
We selected a sample of contracts with customers that were recognized over time, and we performed the following:
Evaluated whether the contracts were properly included in managements calculation of long-term contract revenue based
on the terms and conditions of each contract, including whether continuous transfer of control to the customer occurred as progress was made toward fulfilling the performance obligation.
Evaluated the appropriateness and consistency of the methods of calculation and assumptions used by management to develop
the margin at completion applied to determine the revenue recognized.
We tested the mathematical accuracy of managements calculation of revenue recognized.
We evaluated managements ability to estimate future costs and margins at completion accurately by comparing actual
costs and margins at completion for similar contracts that were previously completed to managements historical estimates for such contracts.
/s/ Deloitte & Touche LLP
Stamford, Connecticut
March 30, 2023
We have served as the Companys auditor since 2022.
125
Table of Contents
Crane Company
(A Business of Crane Holdings, Co.)
COMBINED
STATEMENTS OF OPERATIONS
For the year ended December 31,
(in millions)
2022
2021
2020
Net sales
$
2,035.0
$
2,062.9
$
1,833.8
Operating costs and expenses:
Cost of sales
1,321.4
1,374.1
1,250.7
Selling, general and administrative
478.8
451.4
378.8
Loss on divestiture of asbestos-related assets and liabilities
162.4
Acquisition-related and integration charges
6.4
Restructuring charges (gains), net
4.2
(13.2
)
13.2
Operating profit
68.2
250.6
184.7
Other income (expense):
Interest income
3.2
1.3
2.0
Interest expense
(10.3
)
(5.1
)
(13.5
)
Related party interest income
14.4
16.1
15.9
Gain on sale of business
232.5
Miscellaneous income, net
6.6
14.4
10.2
Total other income
246.4
26.7
14.6
Income before income taxes
314.6
277.3
199.3
Provision for income taxes
114.8
42.9
33.2
Net income before allocation to noncontrolling interests
199.8
234.4
166.1
Less: Noncontrolling interest in subsidiaries earnings
0.1
Net income
$
199.8
$
234.4
$
166.0
See Notes to Combined Financial Statements
126
Table of Contents
Crane Company
(A Business of Crane Holdings, Co.)
COMBINED STATEMENTS OF COMPREHENSIVE INCOME
For the year ended December 31,
(in millions)
2022
2021
2020
Net income before allocation to noncontrolling interests
$
199.8
$
234.4
$
166.1
Components of other comprehensive (loss) income, net of tax
Currency translation adjustment
(24.1
)
(23.0
)
16.1
Changes in pension and postretirement plan assets and benefit obligation, net of tax
21.1
88.6
(49.6
)
Other comprehensive (loss) income, net of tax
(3.0
)
65.6
(33.5
)
Comprehensive income before allocation to noncontrolling interests
196.8
300.0
132.6
Less: Noncontrolling interests in comprehensive (loss) income
(0.2
)
0.6
(0.4
)
Comprehensive income
$
197.0
$
299.4
$
133.0
See Notes to Combined Financial Statements
127
Table of Contents
Crane Company
(A Business of Crane Holdings, Co.)
COMBINED BALANCE SHEETS
Balance as of December 31,
(in millions)
2022
2021
Assets
Current assets:
Cash and cash equivalents
$
426.9
$
377.3
Current insurance receivable asbestos
13.7
Accounts receivable, net
271.4
270.6
Inventories, net
294.2
310.1
Other current assets
137.9
78.6
Total current assets
1,130.4
1,050.3
Property, plant and equipment, net
248.3
257.6
Insurance receivable asbestos
60.0
Long-term deferred tax assets
3.2
124.1
Intangible assets, net
71.7
78.5
Goodwill
690.9
723.2
Other assets
120.7
207.5
Total assets
$
2,265.2
$
2,501.2
Liabilities and Crane net investment
Current liabilities:
Short-term borrowings
$
399.6
$
Accounts payable
179.5
175.3
Current asbestos liability
62.3
Accrued liabilities
259.9
268.3
U.S. and foreign taxes on income
6.8
5.3
Total current liabilities
845.8
511.2
Accrued pension and postretirement benefits
132.0
200.2
Long-term deferred tax liability
45.5
37.9
Long-term asbestos liability
549.8
Other liabilities
100.2
118.6
Commitments and contingencies (Note 13)
Crane net investment:
Crane net investment
1,510.0
1,448.8
Accumulated other comprehensive loss
(370.9
)
(368.1
)
Total Crane net investment
1,139.1
1,080.7
Noncontrolling interest
2.6
2.8
Total Crane net investment and noncontrolling interest
1,141.7
1,083.5
Total liabilities and Crane net investment and noncontrolling interest
$
2,265.2
$
2,501.2
See Notes to Combined Financial Statements
128
Table of Contents
Crane Company
(A Business of Crane Holdings, Co.)
COMBINED STATEMENTS OF CASH FLOWS
For year ended December 31,
(in millions)
2022
2021
2020
Operating activities:
Net income before allocation to noncontrolling interests
$
199.8
$
234.4
$
166.1
Non-cash loss on divestiture of asbestos-related assets and
liabilities
148.9
Gain on sale of business
(232.5
)
Gain on sale of property
(2.8
)
(18.5
)
Depreciation and amortization
40.2
39.4
41.1
Stock-based compensation expense
14.9
16.3
15.3
Defined benefit plans and postretirement credit
(1.0
)
(6.7
)
(7.0
)
Deferred income taxes
15.6
(3.7
)
12.8
Cash (used for) provided by operating working capital
(51.8
)
28.1
4.4
Defined benefit plans and postretirement contributions
(18.5
)
(26.0
)
(25.3
)
Environmental payments, net of reimbursements
(5.8
)
(5.8
)
(4.2
)
Asbestos related payments, net of insurance recoveries
(29.3
)
(44.9
)
(31.1
)
Divestiture of asbestos-related assets and liabilities
(550.0
)
Other
11.5
(3.0
)
(14.4
)
Total (used for) provided by operating activities
$
(460.8
)
$
209.6
$
157.7
Investing activities:
Proceeds from disposition of capital assets
$
4.3
$
23.6
$
4.5
Capital expenditures
(37.1
)
(35.3
)
(24.8
)
Purchase of marketable securities
(10.0
)
(90.0
)
Proceeds from sale of business
318.1
Proceeds from sale of marketable securities
40.0
60.0
Payments for acquisitions, net of cash acquired
(169.2
)
Total provided by (used for) investing activities
$
285.3
$
18.3
$
(219.5
)
Financing activities:
Debt issuance costs
$
$
$
(1.3
)
Proceeds from issuance of commercial paper with maturities greater than 90 days
251.3
Repayments of commercial paper with maturities greater than 90 days
(27.1
)
(296.7
)
Repayments of commercial paper with maturities of 90 days or less
(76.8
)
Proceeds from revolving credit facility
77.2
Repayments of revolving credit facility
(77.2
)
Proceeds from term loan
399.4
343.9
Repayment of term loan
(348.1
)
Net transfers (to) from parent
(154.9
)
124.4
(37.4
)
Total provided by (used for) financing activities
$
244.5
$
(250.8
)
$
183.0
Effect of foreign exchange rates on cash and cash equivalents
(19.4
)
(5.7
)
14.5
Increase (decrease) in cash and cash equivalents
49.6
(28.6
)
135.7
Cash and cash equivalents, beginning of year
377.3
405.9
270.2
Cash and cash equivalents, end of period
$
426.9
$
377.3
$
405.9
Detail of cash (used for) provided by operating working capital:
Accounts receivable
$
(45.9
)
$
(38.0
)
$
78.4
Inventories
(42.0
)
(27.5
)
23.6
Other current assets
(4.3
)
(3.6
)
(12.3
)
Accounts payable
38.9
39.5
(50.9
)
Accrued liabilities
(7.9
)
61.2
(15.4
)
U.S. and foreign taxes on income
9.4
(3.5
)
(19.0
)
Total
$
(51.8
)
$
28.1
$
4.4
Supplemental disclosure of cash flow information:
Interest paid third party
$
6.5
$
3.2
$
12.6
Income taxes paid
$
83.6
$
31.0
$
38.4
See Notes to Combined Financial Statements
129
Table of Contents
Crane Company
(A Business of Crane Holdings, Co.)
COMBINED
STATEMENTS OF CHANGES IN NET INVESTMENT
(in millions)
Crane Net
Investment
Accumulated
Other
Comprehensive
Loss
Total Crane Net
Investment
Noncontrolling
Interest
Total Crane Net
Investment and
Noncontrolling
Interest
BALANCE JANUARY 1, 2020
$
929.8
$
(400.1
)
$
529.7
$
2.6
$
532.3
Net income
166.0
166.0
0.1
166.1
Stock-based compensation
15.3
15.3
15.3
Changes in pension and postretirement plan assets and benefit obligation, net of tax
(49.6
)
(49.6
)
(49.6
)
Currency translation adjustment
16.6
16.6
(0.5
)
16.1
Net transfers to Parent
(37.4
)
(37.4
)
(37.4
)
BALANCE DECEMBER 31, 2020
$
1,073.7
$
(433.1
)
$
640.6
$
2.2
$
642.8
Net income
234.4
234.4
234.4
Stock-based compensation
16.3
16.3
16.3
Changes in pension and postretirement plan assets and benefit obligation, net of tax
88.6
88.6
88.6
Currency translation adjustment
(23.6
)
(23.6
)
0.6
(23.0
)
Net transfers from Parent
124.4
124.4
124.4
BALANCE DECEMBER 31, 2021
$
1,448.8
$
(368.1
)
$
1,080.7
$
2.8
$
1,083.5
Net income
199.8
199.8
199.8
Stock-based compensation
14.9
14.9
14.9
Changes in pension and postretirement plan assets and benefit obligation, net of tax
21.1
21.1
21.1
Currency translation adjustment
(23.9
)
(23.9
)
(0.2
)
(24.1
)
Net transfers to Parent
(153.5
)
(153.5
)
(153.5
)
BALANCE DECEMBER 31, 2022
$
1,510.0
$
(370.9
)
$
1,139.1
$
2.6
$
1,141.7
See Notes to Combined Financial Statements
130
Table of Contents
Crane Company
(A Business of Crane Holdings, Co.)
Notes to Combined
Financial Statements
1. Nature of Operations and Significant Accounting Policies
Nature of Operations
Crane Company (the Business, we,
us, or our) is a diversified manufacturer of highly engineered industrial products. We are a combination of three businesses of Crane Holdings, Co. (Crane or the Parent) and consist of three reporting
segments: Aerospace & Electronics (A&E), Process Flow Technologies (PFT), and Engineered Materials (EM). Our primary end markets include process industries (chemical production, oil and gas, power,
and general industrial), nonresidential and municipal construction, aerospace, defense and space, along with a wide range of general industrial and certain consumer related end markets. See Note 4, Segment Information for the
relative size of these segments in relation to the total company (both net sales and total assets).
Basis of Presentation
The Business has historically operated as part of Crane Holdings, Co.; consequently, stand-alone financial statements have not historically been prepared for the
Business. The accompanying Combined Financial Statements have been prepared from the Parents historical accounting records and are presented on a stand-alone basis as if the Business operations had been conducted independently from the
Parent. These Combined Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP).
The Combined Statements of Operations include all revenues and costs directly attributable to the Business, including costs for facilities, functions and services used
by the Business. Costs for certain functions and services performed by centralized Crane organizations are directly charged to the Business based on specific identification when possible or reasonable allocation methods such as net sales, headcount,
usage or other allocation methods. The results of operations include allocations of costs for administrative functions and services performed on behalf of the Business by centralized groups within Crane (see Note 2, Related Parties
for a description of the allocation methodologies). All charges and allocations for facilities, functions and services performed by Crane have been deemed settled in cash by the Business to Crane in the period in which the cost was recorded in the
Combined Statements of Operations. As more fully described in Note 10, Income Taxes current and deferred income taxes have been determined based on the stand-alone results of the Business. However, because the Business filed as part
of Cranes tax group in certain jurisdictions, the Business actual tax balances may differ from that reported. The Business portion of income taxes for certain jurisdictions is deemed to have been settled in the period the related
tax expense was recorded.
Crane uses a centralized approach to cash management and financing its operations. Accordingly, the cash of Crane and any legal entities
that participate in Cranes centralized approach to cash management has been included in the Combined Financial Statements. The short-term third-party borrowings included in the Combined Financial Statements have been specifically identified as
a liability of the Business. Transactions between Crane and the Business are deemed to have been settled immediately through Crane net investment. The net effect of the deemed settled transactions is reflected in the Combined Statements of Cash
Flows as Net transfers to Parent within financing activities and on the Combined Balance Sheets as Crane net investment. Other transactions, which have historically been cash-settled, are reflected on the Combined Balance
Sheets within Accounts receivable, net and Accounts payable.
All intracompany accounts and transactions within the Business have been
eliminated in the preparation of the Combined Financial Statements. The Combined Financial Statements of the Business include assets and liabilities that have been determined to be specifically identifiable or otherwise attributable to the Business.
All allocations and estimates in the Combined Financial Statements are based on assumptions that management believes are reasonable. However, the Combined
Financial Statements included herein may not be indicative of the financial position, results of operations and cash flows of the Business in the future, or if the Business had been a separate, stand-alone entity during the years presented.
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.
131
Table of Contents
Crane Company
(A Business of Crane Holdings, Co.)
Pending Separation
On
March 30, 2022, Crane announced that its Board of Directors unanimously approved a plan to pursue a separation into two independent, publicly-traded companies (the Separation). The Separation is expected to occur through a tax-free distribution and is expected to be completed in April 2023, subject to the satisfaction of customary conditions and final approval by Cranes Board of Directors.
Significant Accounting Policies
Principles of Combination. The
Combined Financial Statements have been prepared on a stand-alone basis and include the accounts of Crane Company and our subsidiaries.
Use of Estimates.
Our accounting principles require management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the Combined Financial Statements and the reported amounts of revenue and expense during the
reporting period. Actual results may differ from those estimated. Estimates and assumptions are reviewed periodically, and the effects of revisions are reflected in the financial statements in the period in which they are determined to be necessary.
Estimates are used when accounting for such items as asset valuations, allowance for doubtful accounts, depreciation and amortization, impairment assessments, reserve for excess and obsolete inventory, reserve for warranty provision, restructuring
provisions, employee benefits, taxes, environmental liability and contingencies.
Currency Translation. Assets and liabilities of subsidiaries that prepare
financial statements in currencies other than the U.S. dollar are translated at the rate of exchange in effect on the balance sheet date; results of operations are translated at the monthly average rates of exchange prevailing during the year. The
related translation adjustments are included in accumulated other comprehensive income (loss) as a separate component of Crane net investment.
Revenue
Recognition. In accordance with Accounting Standards Codification (ASC) Topic 606 Revenue from Contracts with Customers, we recognize revenue when control of the promised goods or services in a contract transfers to the
customer, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. We account for a contract when both parties have approved and committed to the terms, each partys rights and payment
obligations under the contract are identifiable, the contract has commercial substance, and it is probable that we will collect substantially all of the consideration. When shipping and handling activities are performed after the customer obtains
control of the product, we elect to account for shipping and handling as activities to fulfill the promise to transfer the product. In determining the transaction price of a contract, we exercise judgment to determine the total transaction price
when it includes estimates of variable consideration, such as rebates and milestone payments. We generally estimate variable consideration using the expected value method and consider all available information (historical, current, and forecasted)
in estimating these amounts. Variable consideration is only included in the transaction price to the extent that it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the
variable consideration is resolved. We elect to exclude from the transaction price all taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction and collected by us from a
customer.
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 in the contract. When products are customized or products are sold directly to the U.S. government or indirectly to the U.S. government through subcontracts, 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 faithful 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 on a monthly basis. In 2022, the
Business recognized approximately $88 million in revenue over time related to contracts in progress as of December 31, 2022.
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When there are multiple performance obligations in a single contract, the total transaction price is allocated to each
performance obligation based on their relative standalone selling prices. We maximize the use of observable data inputs and consider all information (including market conditions, segment-specific factors, and information about the customer or class
of customer) that is reasonably available. The standalone selling price for our products and services is generally determined using an observable list price, which differs by class of customer.
Revenue recognized from performance obligations satisfied in previous periods (for example, due to changes in the transaction price or estimates), was not material in
any period.
Payment for products is due within a limited time period after shipment or delivery, and we generally do not offer extended payment terms. Payment is
typically due within 3090 calendar days of the respective invoice dates. Customers generally do not make large upfront payments. Any advanced payments received do not provide us with a significant benefit of financing, as the payments are
meant to secure materials used to fulfill the contract, as opposed to providing us with a significant financing benefit.
When an unconditional right to
consideration exists, we record these amounts as receivables. When amounts are dependent on factors other than the passage of time in order for payment from a customer to become due, we record a contract asset. Contract assets represent unbilled
amounts that typically arise from contracts for customized products or contracts for products sold directly to the U.S. government or indirectly to the U.S. government through subcontracts, where revenue recognized using the cost-to-cost method exceeds the amount billed to the customer. Contract assets are assessed for impairment and recorded at their net realizable value. Contract liabilities
represent advance payments from customers. Revenue related to contract liabilities is recognized when control is transferred to the customer.
We pay sales
commissions related to certain contracts, which qualify as incremental costs of obtaining a contract. However, the sales commissions generally relate to contracts for products or services satisfied at a point in time or over a period of time less
than one year. As a result, we apply the practical expedient that allows an entity to recognize incremental costs of obtaining a contract as an expense when incurred if the amortization period of the asset that would have been recognized is one year
or less.
See Note 5, Revenue for further details.
Cost of
Goods Sold. Cost of goods sold includes the costs of inventory sold and the related purchase and distribution costs. In addition to material, labor and direct overhead and inventoried cost, cost of goods sold include allocations of other
expenses that are part of the production process, such as inbound freight charges, purchasing and receiving costs, inspection costs, warehousing costs, amortization of production related intangible assets and depreciation expense. We also include
costs directly associated with products sold, such as warranty provisions.
Selling, General and Administrative Expenses. Selling, general and administrative
expenses are recognized as incurred, or as allocated based on methodologies further discussed in Note 2, Related Parties. Such expenses include the costs of promoting and selling products and include such items as compensation,
advertising, sales commissions and travel. Also included are costs related to compensation for other operating activities such as executive office administrative and engineering functions, as well as general operating expenses such as office
supplies, non-income taxes, insurance, and office equipment rentals.
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 managements judgment,
is sufficient
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(A Business of Crane Holdings, Co.)
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 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 Provision for income taxes line of our Combined Statement of Operations, while accrued interest and penalties are included within the Other liabilities line of our Combined Balance Sheets.
Income taxes as presented herein, attribute current and deferred income taxes of Crane to the Business stand-alone financial statements in a manner that is
systematic, rational and consistent with the asset and liability method prescribed by ASC 740. Accordingly, the Business income tax provision was prepared following the separate return method. The separate return method applies ASC 740 to the
stand-alone financial statements of each member of the consolidated group as if the group members were separate taxpayers. As a result, actual transactions included in the consolidated financial statements of Crane may not be included in the
separate Combined Financial Statements of the Business. Similarly, the tax treatment of certain items reflected in the Combined Financial Statements of the Business may not be reflected in the consolidated financial statements and tax returns of
Crane. Therefore, such items as net operating losses, credit carry forwards and valuation allowances may exist in the stand-alone financial statements that may or may not exist in Cranes consolidated financial statements. As such, the income
taxes of the Business as presented in the Combined Financial Statements may not be indicative of the income taxes that the Business will generate in the future.
Current obligations for income taxes in jurisdictions where the Business files a combined tax return with the Parent are deemed settled with the Parent and are
reflected within Net transfers to Parent as a financing activity in the Combined Statements of Cash Flows.
Cash and Cash Equivalents. Cash and
cash equivalents include highly liquid investments with original maturities of three months or less that are readily convertible to cash and are not subject to significant risk from fluctuations in interest rates. As a result, the carrying amount of
cash and cash equivalents approximates fair value. The Business participated in Cranes centralized cash management and financing programs (see Note 2, Related Parties for additional information). The cash reflected on the
Combined Balance Sheets represents all cash on hand for all Crane Company entities and Crane entities that participate in the centralized cash management program.
Accounts Receivable, Net. Accounts receivable are carried at net realizable value. The allowance for doubtful accounts was $8.0 million and
$4.8 million as of December 31, 2022 and 2021, respectively. The allowance for doubtful accounts activity was not material to our financial results for the years ended December 31, 2022 and 2021. Concentrations of credit risk with
respect to accounts receivable are limited due to the large number of customers and relatively small account balances within the majority of our customer base and their dispersion across different businesses. We periodically evaluate the financial
strength of our customers and believe that our credit risk exposure is limited.
Inventories, net. Inventories consist of the following:
(in millions) December 31,
2022
2021
Finished goods
$
57.2
$
102.7
Finished parts and subassemblies
47.7
37.8
Work in process
27.2
28.7
Raw materials
162.1
140.9
Total inventories, net
$
294.2
$
310.1
Inventories, net include the costs of material, labor and overhead and are stated at the lower of cost or net realizable value. Domestic
inventories are stated at either the lower of cost or net realizable value using the last-in, first-out (LIFO) method or the lower of cost or net realizable
value using the first-in, first-out (FIFO) method. Inventories held in foreign locations are primarily stated at the lower of cost or
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(A Business of Crane Holdings, Co.)
market using the FIFO method. The LIFO method is not being used at our foreign locations as such a method is not allowable for tax purposes. Changes in the levels of LIFO inventories have
increased cost of sales by $6.0 million, $2.6 million and $1.4 million for the years ended December 31, 2022, 2021 and 2020, respectively. The portion of inventories costed using the LIFO method was 49.8% and 39.4% of combined
inventories as of December 31, 2022 and 2021, respectively. If inventories that were valued using the LIFO method had been valued under the FIFO method, they would have been higher by $24.0 million and $17.9 million as of
December 31, 2022 and 2021, respectively. The reserve for excess and obsolete inventory was $70.3 million and $69.5 million as of December 31, 2022 and 2021, respectively.
Valuation of Long-Lived Assets. We review our long-lived assets for impairment whenever events or changes in circumstances indicate the carrying amount of an
asset may not be recoverable. 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 cash flows associated with the use and eventual disposal of the long-lived 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. If the future undiscounted cash flows are less than the carrying value, then the long-lived asset is considered impaired and a loss is recognized
based on the amount by which the carrying amount exceeds the estimated fair value. Judgments which impact these assessments relate to the expected useful lives of long-lived assets and our 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 long-lived assets, there is risk that the carrying value of our long-lived assets may require adjustment in future periods.
Property, Plant and Equipment, net. Property, plant and equipment, net consists of the following:
(in millions) December 31,
2022
2021
Land
$
45.4
$
47.8
Buildings and improvements
167.2
173.8
Machinery and equipment
516.6
523.0
Gross property, plant and equipment
729.2
744.6
Less: accumulated depreciation
480.9
487.0
Property, plant and equipment, net
$
248.3
$
257.6
Property, plant and equipment is stated at cost and depreciation is calculated by the straight-line method over the estimated useful
lives of the respective assets, which range from 10 to 25 years for buildings and improvements and three to 10 years for machinery and equipment. Depreciation expense was $33.9 million, $31.0 million and $33.4 million for the years
ended December 31, 2022, 2021 and 2020, respectively.
Goodwill and Other Intangible Assets . 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 Combined 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 other 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, 2022, we had four
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 considered to be 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, ranged between 9.5% and 11.5% (a weighted average of 10.4%), 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
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Crane Company
(A Business of Crane Holdings, Co.)
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 managements 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. No impairment charges have been required during 2022, 2021 or 2020.
Changes to goodwill are as
follows:
(in millions)
Aerospace &
Electronics
Process Flow
Technologies
Engineered
Materials
Total
Balance as of December 31, 2020
$
202.5
$
360.0
$
171.3
$
733.8
Adjustments to purchase price allocations
(0.1
)
(0.1
)
Currency translation
(10.5
)
(10.5
)
Balance as of December 31, 2021
$
202.5
$
349.4
$
171.3
$
723.2
Disposal on sale of business
(22.3
)
(22.3
)
Currency translation
(0.2
)
(9.8
)
(10.0
)
Balance as of December 31, 2022
$
202.3
$
317.3
$
171.3
$
690.9
For the year ended December 31, 2022, adjustments within the Process Flow Technologies segment of $22.3 million relate to the
disposition of the Crane Supply business.
For the year ended December 31, 2021, adjustments within the Process Flow Technologies segment of $0.1 million
represent the finalization of the purchase price allocation for the acquisition of CIRCOR International, Inc.s Instrumentation & Sampling Business (I&S).
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.
In addition to annual testing for impairment of indefinite-lived intangible assets, we review all of our definite-lived
intangible assets for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. 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 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 managements 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.
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Crane Company
(A Business of Crane Holdings, Co.)
As of December 31, 2022, we had $71.7 million of net intangible assets, of which $21.8 million were
intangibles with indefinite useful lives, consisting of trade names. As of December 31, 2021, we had $78.5 million of net intangible assets, of which $22.5 million were intangibles with indefinite useful lives consisting of trade
names.
Changes to intangible assets, net are as follows:
(in millions) December 31,
2022
2021
2020
Balance at beginning of period, net of accumulated amortization
$
78.5
$
86.9
$
39.5
Additions
52.5
Amortization expense
(5.7
)
(7.3
)
(6.4
)
Currency translation and other
(1.1
)
(1.1
)
1.3
Balance at end of period, net of accumulated amortization
$
71.7
$
78.5
$
86.9
For the year ended December 31, 2020, additions to intangible assets represent the preliminary purchase price allocation related to
the January 2020 acquisition of I&S.
A summary of intangible assets follows:
December 31, 2022
December 31, 2021
(in millions)
Weighted
Average
Amortization
Period of Finite
Lived Assets
(in years)
Gross
Asset
Accumulated
Amortization
Net
Gross
Asset
Accumulated
Amortization
Net
Intellectual property rights
19.0
$
70.0
$
45.1
$
24.9
$
71.5
$
45.3
$
26.2
Customer relationships and backlog
14.5
132.6
87.8
44.8
133.7
84.1
49.6
Drawings
40.0
11.1
10.7
0.4
11.1
10.6
0.5
Other
20.8
42.4
40.8
1.6
43.0
40.8
2.2
Total
17.6
$
256.1
$
184.4
$
71.7
$
259.3
$
180.8
$
78.5
Future amortization expense associated with intangibles is expected to be:
Year
(in millions)
2023
$
5.6
2024
$
5.2
2025
$
5.2
2026
$
5.2
2027
$
4.4
2028 and after
$
24.3
Crane Net Investment. Cranes net investment in the Business is presented as Crane net investment on the
Combined Balance Sheets. The Combined Statements of Changes in Net Investment include net cash transfers between Crane and the Business as well as related party receivables and payables between the Business and other Crane affiliates that were
settled on a current basis.
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(A Business of Crane Holdings, Co.)
Accumulated Other Comprehensive Loss. The tables below provide the accumulated balances for each classification
of accumulated other comprehensive loss, as reflected on the Combined Balance Sheets.
(in millions)
Defined Benefit
Pension and Other
Postretirement
Items
Currency
Translation
Adjustment
Total (a)
Balance as of January 1, 2020
$
(340.0
)
$
(60.1
)
$
(400.1
)
Other comprehensive (loss) income before reclassifications
(64.1
)
16.6
(47.5
)
Amounts reclassified from accumulated other comprehensive loss
14.5
14.5
Net period other comprehensive (loss) income
(49.6
)
16.6
(33.0
)
Balance as of December 31, 2020
(389.6
)
(43.5
)
(433.1
)
Other comprehensive income (loss) before reclassifications
70.4
(23.6
)
46.8
Amounts reclassified from accumulated other comprehensive loss
18.2
18.2
Net period other comprehensive income (loss)
88.6
(23.6
)
65.0
Balance as of December 31, 2021
(301.0
)
(67.1
)
(368.1
)
Other comprehensive income (loss) before reclassifications
9.7
(23.9
)
(14.2
)
Amounts reclassified from accumulated other comprehensive loss
11.4
11.4
Net period other comprehensive income (loss)
21.1
(23.9
)
(2.8
)
Balance as of December 31, 2022
$
(279.9
)
$
(91.0
)
$
(370.9
)
(a)
Net of tax benefit of $95.7 million, $119.6 million and $142.4 million for December 31, 2022, 2021
and 2020, respectively.
The table below illustrates the amounts reclassified out of each component of accumulated other comprehensive loss for
the years ended December 31, 2022, 2021 and 2020. Amortization of pension components have been recorded within Miscellaneous income, net on the Combined Statements of Operations.
Amount Reclassified from Accumulated Other
Comprehensive Loss
(in millions) December 31,
2022
2021
2020
Amortization of pension items:
Prior service costs
$
0.6
$
0.6
$
0.6
Net loss
14.6
21.9
18.0
Total before tax
$
15.2
$
22.5
$
18.6
Tax impact
3.8
4.3
4.1
Total reclassifications for the period
$
11.4
$
18.2
$
14.5
Recent Accounting Pronouncements
The
Business considered the applicability and impact of all Accounting Standards Updates issued by the Financial Accounting Standards Board (FASB) and determined them to be either not applicable or are not expected to have a material impact on the
Businesss Combined Statement of Operations, Balance Sheets and Cash Flows.
2. Related Parties
Historically, the Business has been managed and operated in the normal course of business with other affiliates of Crane. Accordingly, certain shared costs have been
allocated to the Business and reflected as expenses in the Combined Financial Statements.
Allocated Centralized Costs. The Combined Financial Statements
have been prepared on a stand-alone basis and are derived from the consolidated financial statements and accounting records of Crane.
Crane incurred
corporate costs for services provided to the Business as well as other Crane businesses. These services include treasury, tax, accounting, human resources, audit, legal, purchasing, information technology and other such services. The costs
associated with these services generally include all payroll and benefit costs, as well as overhead costs related to the support functions. Crane also allocated costs associated with corporate insurance coverage and medical, pension, post-retirement
and other health plan costs for employees participating in Crane sponsored plans. Allocations are based on several utilization measures including headcount, proportionate usage and relative net sales. All such amounts have been deemed to have been
incurred and settled by the Business in the period in which the costs were recorded.
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(A Business of Crane Holdings, Co.)
The allocated functional service expenses and general corporate expenses for the years ended December 31, 2022,
2021 and 2020 were $90.4 million, $62.2 million and $37.6 million, respectively, and are included in Selling, general and administrative in the Combined Statements of Operations. Included in the allocated functional
service expenses and general corporate expenses were $21.7 million and $0.8 million of Separation-related costs for the year ended December 31, 2022 and 2021, respectively. There were no Separation-related costs for the year ended
December 31, 2020.
In the opinion of management of the Parent and the Business, the expense and cost allocations have been determined on a basis considered to
be a reasonable reflection of the utilization of services provided or the benefit received by the Business during the periods presented. The amounts that would have been, or will be incurred, on a stand-alone basis could differ from the amounts
allocated due to economies of scale, difference in management judgment, a requirement for more or fewer employees or other factors. Management does not believe, however, that it is practicable to estimate what these expenses would have been had the
Business operated as an independent entity, including any expenses associated with obtaining any of these services from unaffiliated entities. In addition, the future results of operations, financial position and cash flows could differ materially
from the historical results presented herein.
Cash Management and Financing. The Business participated in Cranes centralized cash management and daily
cash sweeps. Disbursements are made through centralized accounts payable systems which were operated by Crane. Cash receipts are transferred to centralized accounts, which were also maintained by Crane. As cash is received and disbursed by Crane, it
is accounted for by the Business through Crane net investment. Historically, Crane has centrally managed and swept cash for most domestic and certain European entities. As such, the Business cash balance includes all cash on hand for all Crane
entities that participate in the centralized cash management program, as well as those Crane Company legal entities that do not participate in the centralized cash management program.
Accounts Receivable and Payable. Certain related party transactions between the Business and Parent have been included within Crane net investment in
the Combined Balance Sheets in the historical periods presented when the related party transactions are not settled in cash. Crane net investment includes related party loans receivable due from Crane and its affiliates of $232.1 million and
$335.0 million as of December 31, 2022 and 2021, respectively. Crane net investment includes related party loans payable due to Crane and its affiliates of $27.2 million and $71.9 million as of December 31, 2022 and 2021,
respectively. For the years ended December 31, 2022, 2021 and 2020, we recorded related party interest income related to the loan activity with Crane and its affiliates of $14.4 million, $16.1 million and $15.9 million,
respectively, which is included in the Business results as Related party interest income in the Combined Statements of Operations. The total effect of the settlement of these related party transactions is reflected with Net
transfers to Parent as a financing activity in the Combined Statements of Cash Flows.
Additionally, certain transactions between the Business and other Crane
affiliates are cash-settled on a current basis and, therefore, are reflected in the Combined Balance Sheets. Accounts receivable, net includes $1.7 million and $2.3 million as of December 31, 2022 and 2021, respectively, and Accounts
payable includes $0.1 million and $0.6 million as of December 31, 2022 and 2021, respectively, related to such transactions.
3. Acquisitions
Acquisitions are accounted for in accordance with ASC Topic 805, Business Combinations (ASC 805). Accordingly, we make an initial allocation
of the purchase price at the date of acquisition based upon our understanding of the fair value of the acquired assets and assumed liabilities. We obtain this information during due diligence and through other sources. In the months after closing,
as we obtain additional information about these assets and liabilities, including through tangible and intangible asset appraisals, we are able to refine estimates of fair value and more accurately allocate the purchase price. Only items identified
as of the acquisition date are considered for subsequent adjustment to the purchase price allocation. We make appropriate adjustments to the purchase price allocation prior to completion of the measurement period, as required.
In order to allocate the consideration transferred for our acquisitions, the fair values of all identifiable assets and liabilities must be established. For accounting
and financial reporting purposes, fair value is defined under ASC Topic 820, Fair Value Measurement and Disclosure as the price that would be received upon the sale of an asset or the amount paid to transfer a liability in an orderly
transaction between market participants at the measurement date. Market participants are assumed to be buyers and sellers in the principal (most advantageous) market for the asset or liability. Additionally, fair value measurements for an asset
assume the highest and best use of that asset by market participants. Use of different estimates and judgments could yield different results.
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Crane Company
(A Business of Crane Holdings, Co.)
Instrumentation & Sampling Business Acquisition. On January 31, 2020, we completed
the acquisition of I&S for $172.3 million on a cash-free and debt-free basis, subject to a later adjustment reflecting I&S net working capital, cash, the assumption of certain debt-like items, and I&S transaction expenses. We funded the acquisition through short-term borrowings consisting of $100 million of commercial paper and $67.0 million from our revolving credit
facility, and cash on hand. In August 2020, we received $3.1 million related to the final working capital adjustment which resulted in net cash paid of $169.2 million.
I&S designs, engineers, and manufactures a broad range of critical fluid control instrumentation and sampling solutions used in severe service environments which
complements our existing portfolio of chemical, refining, petrochemical and upstream oil and gas applications. I&S has been integrated into the Process Flow Technologies segment. The amount allocated to goodwill reflects the expected sales
synergies, manufacturing efficiency and procurement savings. Goodwill from this acquisition is not deductible for tax purposes.
Allocation of Consideration
Transferred to Net Assets Acquired. The following amounts represent the determination of the fair value of identifiable assets acquired and liabilities assumed from our acquisition of I&S. The fair value of certain assets and liabilities has
been completed as required by ASC 805.
Net assets acquired (in millions)
Total current assets
$
21.0
Property, plant, and equipment
11.0
Other assets
6.0
Intangible assets
52.5
Goodwill
106.0
Total assets acquired
$
196.5
Total current liabilities
$
8.1
Other liabilities
19.2
Total assumed liabilities
$
27.3
Net assets acquired
$
169.2
The amounts allocated to acquired intangible assets, and their associated weighted average useful lives which were determined based on
the period in which the assets are expected to contribute directly or indirectly to our future cash flows, consist of the following:
Intangible Assets: (in millions)
Intangible Fair
Value
Weighted Average
Life in Years
Trademarks/trade names
$
2.6
13
Customer relationships
49.0
14
Backlog
0.9
1
Total acquired intangible assets
$
52.5
The fair values of the trademark and trade name intangible assets were determined by using an income approach, specifically the relief-from-royalty approach, which is a commonly accepted valuation approach. This approach is based on the assumption that in lieu of ownership, a firm would be willing to pay a royalty to exploit the related
benefits of this asset. Therefore, a portion of I&Ss earnings, equal to the after-tax royalty that would have been paid for the use of the asset, can be attributed to our ownership. The trade names
are being amortized on a straight-line basis (which approximates the economic pattern of benefits) over the estimated economic life of 13 years.
The fair values of
the customer relationships and backlog intangible assets were determined by using an income approach which is a commonly accepted valuation approach. Under this approach, the net earnings attributable to the asset or liability being
measured are isolated using the discounted projected net cash flows. These projected cash flows are isolated from the projected cash flows of the combined asset group over the remaining economic life of the intangible asset or liability being
measured. Both the amount and the duration of the cash flows are considered from a market participant perspective. Our estimates of market participant net cash flows considered historical and projected pricing, operational performance including
market participant synergies, aftermarket retention, product life cycles, material and labor pricing, and other relevant customer, contractual and market factors. Where appropriate, the net cash flows were adjusted to reflect the potential attrition
of existing customers in the future, as existing customers are expected to decline over time. The attrition-adjusted future cash flows are then discounted to present value using an appropriate discount rate. The customer relationship asset is being
amortized on a straight-line basis (which approximates the economic pattern of benefits) over the estimated economic life of 14 years.
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Crane Company
(A Business of Crane Holdings, Co.)
Supplemental Pro Forma Data. I&S results of operations have been included in our Combined Financial
Statements for the period after the completion of the acquisition on January 31, 2020. Combined pro forma revenue and net income attributable to Crane net investment have not been presented since the impact is not material to our financial
results for either prior period.
Acquisition-Related Costs. Acquisition-related costs are being expensed as incurred. For the year ended December 31,
2020, we recorded $6.4 million of integration and transaction costs. Acquisition-related costs are recorded within Acquisition-related and integration charges in our Combined Statements of Operations.
4. Segment Information
In accordance with ASC Topic 280, Segment
Reporting, for purposes of segment performance measurement, we do not allocate to the business segments items that are of a non-operating nature, including charges which occur from time to time related
to our asbestos liability and our legacy environmental liabilities, such items are not related to current business activities; or corporate organizational and functional expenses of a governance nature. Corporate expenses consist of corporate office
expenses including compensation, benefits, occupancy, depreciation, and other administrative costs. Assets of the business segments exclude general corporate assets, which principally consist of cash and cash equivalents, deferred tax assets,
certain property, plant and equipment, and certain other assets.
The accounting policies of the segments are the same as those described in the summary of
significant accounting policies. We account for intersegment sales and transfers as if the sales or transfers were to third parties at current market prices.
Our
segments are reported on the same basis used internally for evaluating performance and for allocating resources. We currently have three reporting segments: Aerospace & Electronics, Process Flow Technologies, and Engineered Materials.
A brief description of each of our current segments is as follows:
Aerospace & Electronics
The Aerospace & Electronics
segment supplies critical components and systems, including original equipment and aftermarket parts, primarily for the commercial aerospace, and the military aerospace, defense and space markets. Its brands have decades of proven experience, and in
many cases invented the critical technologies in their respective markets. The business designs and delivers proven systems, reliable components, and flexible power solutions that excel in tough and mission-critical environments. Products and
services are organized into six integrated solutions: Sensing Components & Systems, Electrical Power Solutions, Fluid Management Solutions, Landing & Control Systems, and Microwave Solutions.
Process Flow Technologies
The Process Flow Technologies segment is a
provider of highly engineered fluid handling equipment for mission critical applications that require high reliability. The segment is comprised of Process Valves and Related Products, Commercial Valves, and Pumps and Systems. Process Valves and
Related Products include on/off valves and related products for critical and demanding applications in the chemical, oil & gas, power, and general industrial end markets globally. Commercial Valves includes the manufacturing and
distribution of valves and related products for the non-residential construction, general industrial, and to a lesser extent, municipal markets. Pumps and Systems include pumps and related products primarily
for water and wastewater applications in the industrial, municipal, commercial and military markets.
Engineered Materials
The Engineered Materials segment manufactures fiberglass-reinforced plastic (FRP) panels and coils, primarily for use in the manufacturing of recreational
vehicles (RVs), truck bodies and trailers (Transportation), with additional applications in commercial and industrial buildings (Building Products).
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Crane Company
(A Business of Crane Holdings, Co.)
Financial information by reportable segment is set forth below:
(in millions) December 31,
2022
2021
2020
Net sales:
Aerospace & Electronics
$
667.3
$
638.3
$
650.7
Process Flow Technologies
1,109.4
1,196.6
1,007.5
Engineered Materials
258.3
228.0
175.6
TOTAL NET SALES
$
2,035.0
$
2,062.9
$
1,833.8
Operating profit:
Aerospace & Electronics
$
120.3
$
110.0
$
100.7
Process Flow Technologies
168.2
182.5
101.0
Engineered Materials
32.6
26.9
22.7
Corporate
(252.9
)
(68.8
)
(39.7
)
TOTAL OPERATING PROFIT (a)
$
68.2
$
250.6
$
184.7
Capital expenditures:
Aerospace & Electronics
$
9.3
$
14.1
$
9.8
Process Flow Technologies
23.9
18.8
13.7
Engineered Materials
3.8
2.2
1.2
Corporate
0.1
0.2
0.1
TOTAL CAPITAL EXPENDITURES
$
37.1
$
35.3
$
24.8
Depreciation and amortization:
Aerospace & Electronics
$
14.1
$
14.7
$
14.2
Process Flow Technologies
19.5
22.0
21.6
Engineered Materials
5.8
1.6
3.7
Corporate
0.8
1.1
1.6
TOTAL DEPRECIATION AND AMORTIZATION
$
40.2
$
39.4
$
41.1
(a)
For the year ended December 31, 2022, operating profit includes a loss on divestiture of asbestos-related assets and
liabilities of $162.4 million and net restructuring charges of $4.2 million. For the year ended December 31, 2021, operating profit included a restructuring gain of $13.2 million. For the year ended December 31, 2020,
operating profit included acquisition-related and integration charges of $6.4 million and net restructuring charges of $13.2 million. See Note 13, Commitments and Contingencies for discussion of the divestiture of
asbestos-related assets and liabilities. See Note 16, Restructuring Charges for discussion of the restructuring charges.
Information
by geographic region:
(in millions) December 31,
2022
2021
2020
Net sales: (a)
United States
$
1,175.5
$
1,074.4
$
980.9
Canada
171.4
286.0
215.4
United Kingdom
105.4
110.0
101.9
Continental Europe
279.7
267.8
253.3
Other international
303.0
324.7
282.3
TOTAL NET SALES
$
2,035.0
$
2,062.9
$
1,833.8
(a)
Net sales by geographic region are based on the destination of the sale.
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Crane Company
(A Business of Crane Holdings, Co.)
Balance sheet items by reportable segment is set forth below:
(in millions) December 31,
2022
2021
Goodwill:
Aerospace & Electronics
$
202.3
$
202.5
Process Flow Technologies
317.3
349.4
Engineered Materials
171.3
171.3
TOTAL GOODWILL
$
690.9
$
723.2
Assets:
Aerospace & Electronics
$
663.3
$
604.7
Process Flow Technologies
1,065.3
1,241.4
Engineered Materials
218.6
220.5
Corporate
318.0
434.6
TOTAL ASSETS
$
2,265.2
$
2,501.2
Long-lived assets by geographic region:
(in millions) December 31,
2022
2021
Long-lived assets: (a)
United States
$
171.6
$
180.0
Canada
0.3
17.5
Europe
70.5
64.4
Other international
52.7
47.7
Corporate
11.6
15.6
TOTAL LONG-LIVED ASSETS
$
306.7
$
325.2
(a)
Long-lived assets, net by geographic region are based on the location of the business unit.
5. Revenue
Disaggregation of Revenues
The following table presents net sales disaggregated by product line for each segment:
(in millions) December 31,
2022
2021
2020
Aerospace & Electronics:
Commercial Original Equipment
$
250.5
$
229.4
$
226.4
Military Original Equipment
231.2
239.7
258.7
Commercial Aftermarket Products
129.3
104.5
93.0
Military Aftermarket Products
56.3
64.7
72.6
Total Aerospace & Electronics
$
667.3
$
638.3
$
650.7
Process Flow Technologies:
Process Valves and Related Products
$
749.8
$
717.1
$
631.6
Commercial Valves
232.2
374.2
288.0
Pumps and Systems
127.4
105.3
87.9
Total Process Flow Technologies
$
1,109.4
$
1,196.6
$
1,007.5
Engineered Materials
FRP - Recreational Vehicles
$
111.9
$
102.5
$
68.9
FRP - Building Products
112.5
94.9
83.1
FRP - Transportation
33.9
30.6
23.6
Total Engineered Materials
$
258.3
$
228.0
$
175.6
Total Net Sales
$
2,035.0
$
2,062.9
$
1,833.8
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Crane Company
(A Business of Crane Holdings, Co.)
Remaining Performance Obligations
The transaction price allocated to remaining performance obligations represents the transaction price of firm orders which have not yet been fulfilled, which we also
refer to as total backlog. As of December 31, 2022, total backlog was $998.1 million. We expect to recognize approximately 86% of our remaining performance obligations as revenue in 2023 and the remaining 14% by 2024.
Contract Assets and Contract Liabilities
Contract assets represent unbilled
amounts that typically arise from contracts for customized products or contracts for products sold directly to the U.S. government or indirectly to the U.S. government through subcontracts, where revenue recognized using the cost-to-cost method exceeds the amount billed to the customer. Contract assets are assessed for impairment and recorded at their net realizable value. Contract liabilities
represent advance payments from customers. Revenue related to contract liabilities is recognized when control is transferred to the customer. We report contract assets, which are included within Other current assets in our Combined
Balance Sheets, and contract liabilities, which are included within Accrued liabilities on our Combined Balance Sheets, on a contract-by-contract net basis
at the end of each reporting period. Net contract assets and contract liabilities consisted of the following:
(in millions) December 31,
2022
2021
Contract assets
$
56.8
$
46.8
Contract liabilities
$
49.4
$
40.3
During 2022, we recognized revenue of $28.6 million related to contract liabilities as of December 31, 2021.
6. Research and Development
Research and development costs are expensed when
incurred and are included in Selling, general and administrative in our Combined Statements of Operations.
(in millions) December 31,
2022
2021
2020
Research and Development Costs
$
49.2
$
49.5
$
46.8
7. Pension and Postretirement Benefits
The
Business sponsors numerous single-employer international employee benefit plans. In addition, certain of our employees participate in employee benefit plans sponsored by Crane which include participants of other Crane businesses (the Shared
Plans). We account for our participation in the Shared Plans as multiple employer benefit plans.
Pension Plan
In the United States, Crane sponsors a defined benefit pension plan that covers approximately 15% of all U.S. Crane Company 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 the Businesss non-U.S. subsidiaries sponsor defined benefit pension plans that cover approximately 11% of all non-U.S. Crane Company employees. The
benefits are typically based upon years of service and compensation. Most of these plans are funded by Crane contributions to pension funds, which are held for the sole benefit of plan participants and beneficiaries.
In December 2022, we settled the pension plan for the salaried non-bargaining employees of Crane Canada Co. and recognized a
loss of $7.0 million, net of tax. Excess plan assets have been reclassified to current receivables and will be recognized upon final approval from regulatory authorities which is expected in 2023. We estimate that the Business will receive a
distribution of approximately $43 million after distributions to plan participants.
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Crane Company
(A Business of Crane Holdings, Co.)
Postretirement Plans
Postretirement health care and life insurance benefits are provided for certain employees hired before January 1, 1990, who meet minimum age and service
requirements.
A summary of the projected benefit obligations, fair value of plan assets and funded status is as follows:
Pension Benefits
Postretirement Benefits
(in millions) December 31,
2022
2021
2022
2021
Change in benefit obligation:
Benefit obligation at beginning of year
$
1,052.8
$
1,148.3
$
4.7
$
5.0
Service cost
3.4
3.4
Interest cost
21.5
17.7
0.1
0.1
Amendments
0.7
Actuarial (gain) loss
(267.0
)
(57.8
)
(0.9
)
0.2
Settlements
(7.7
)
(4.6
)
Curtailments
(1.0
)
1.0
Benefits paid
(45.8
)
(46.9
)
(0.7
)
(0.6
)
Foreign currency exchange and other
(34.2
)
(7.6
)
Administrative expenses paid
(0.6
)
(0.7
)
Benefit obligation at end of year
$
722.1
$
1,052.8
$
3.2
$
4.7
Change in plan assets:
Fair value of plan assets at beginning of year
$
976.1
$
919.0
$
$
Actual return on plan assets
(211.3
)
89.5
Employer contributions
17.8
25.4
0.7
0.6
Settlements
(63.2
)
(4.6
)
Benefits paid
(45.8
)
(46.9
)
(0.7
)
(0.6
)
Foreign currency exchange and other
(38.4
)
(5.2
)
Administrative expenses paid
(0.7
)
(1.1
)
Fair value of plan assets at end of year
$
634.5
$
976.1
$
$
Funded status
$
(87.6
)
$
(76.7
)
$
(3.2
)
$
(4.7
)
In the U.S., 2022 actuarial gains in the projected benefit obligation were primarily the result of an increase in the discount rate.
Other sources of gains or losses such as plan experience, updated census data and minor adjustments to actuarial assumptions generated combined losses of less than 1% of expected year end obligations. In the
Non-U.S. countries, 2022 actuarial gains in the projected benefit obligation were primarily the result of increases in discount rates. Other sources of gains or losses such as plan experience, updated census
data, changes to forecast inflation and minor adjustments to actuarial assumptions generated combined gains of 3% of expected year end obligations.
In the U.S.,
2021 actuarial gains in the projected benefit obligation were primarily the result of an increase in the discount rate. Other sources of gains or losses such as plan experience, updated census data and minor adjustments to actuarial assumptions
generated combined losses of less than 1% of expected year end obligations. In the Non-U.S. countries, 2021 actuarial gains in the projected benefit obligation were primarily the result of increases in
discount rates. Other sources of gains or losses such as plan experience, updated census data, changes to forecast inflation and minor adjustments to actuarial assumptions generated combined gains of 2% of expected year end obligations.
Amounts recognized on our Combined Balance Sheets consist of:
Pension Benefits
Postretirement Benefits
(in millions) December 31,
2022
2021
2022
2021
Other assets
$
41.8
$
120.0
$
$
Current liabilities
(1.5
)
(1.4
)
(0.5
)
(0.7
)
Accrued pension and postretirement benefits
(127.9
)
(195.3
)
(2.7
)
(4.0
)
Funded status
$
(87.6
)
$
(76.7
)
$
(3.2
)
$
(4.7
)
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Crane Company
(A Business of Crane Holdings, Co.)
Amounts recognized in accumulated other comprehensive loss consist of:
Pension Benefits
Postretirement Benefits
(in millions) December 31,
2022
2021
2022
2021
Net actuarial loss (gain)
$
360.4
$
387.2
$
(2.7
)
$
(1.8
)
Prior service credit
5.5
5.9
Total recognized in accumulated other comprehensive loss
$
365.9
$
393.1
$
(2.7
)
$
(1.8
)
The projected benefit obligation, accumulated benefit obligation and fair value of plan assets for the U.S. and Non-U.S. plans, are as follows:
Pension Obligations/Assets
U.S.
Non-U.S.
Total
(in millions) December 31,
2022
2021
2022
2021
2022
2021
Projected benefit obligation
$
499.6
$
669.7
$
222.5
$
383.0
$
722.1
$
1,052.7
Accumulated benefit obligation
499.7
669.7
218.6
376.1
718.3
1,045.8
Fair value of plan assets
$
401.6
$
522.2
$
232.9
$
453.9
$
634.5
$
976.1
Information for pension plans with an accumulated benefit obligation in excess of plan assets is as follows:
(in millions) December 31,
2022
2021
Projected benefit obligation
$
533.8
$
721.8
Accumulated benefit obligation
$
530.3
$
715.3
Fair value of plan assets
$
404.5
$
525.2
Components of net periodic (benefit) cost are as follows:
Pension Benefits
Postretirement Benefits
(in millions) For the year ended December 31,
2022
2021
2020
2022
2021
2020
Net Periodic (Benefit) Cost:
Service cost
$
3.4
$
3.4
$
3.0
$
$
$
Interest cost
21.5
17.7
25.2
0.1
0.1
0.2
Expected return on plan assets
(53.5
)
(51.8
)
(54.2
)
Amortization of prior service cost
0.6
0.6
0.6
Amortization of net loss
14.6
21.9
18.0
Recognized curtailment (gain) loss
(1.0
)
1.0
Settlement costs
12.1
1.3
0.4
Net periodic (benefit) cost
$
(2.3
)
$
(5.9
)
$
(7.0
)
$
0.1
$
0.1
$
0.2
The weighted average assumptions used to determine benefit obligations are as follows:
Pension Benefits
Postretirement Benefits
For the year ended December 31,
2022
2021
2020
2022
2021
2020
U.S. Plans:
Discount rate
5.43
%
2.89
%
2.62
%
5.40
%
2.70
%
2.30
%
Rate of compensation increase
N/A
N/A
N/A
N/A
N/A
N/A
Interest credit rate
3.62
%
1.47
%
0.93
%
N/A
N/A
N/A
Non-U.S. Plans:
Rate of compensation increase
3.72
%
3.30
%
3.32
%
N/A
N/A
N/A
Interest credit rate
N/A
N/A
N/A
N/A
N/A
N/A
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Crane Company
(A Business of Crane Holdings, Co.)
The weighted average assumptions used to determine net periodic benefit cost are as follows:
Pension Benefits
Postretirement Benefits
For the year ended December 31,
2022
2021
2020
2022
2021
2020
U.S. Plans:
Discount rate
2.89
%
2.62
%
3.34
%
2.70
%
2.30
%
3.20
%
Expected rate of return on plan assets
6.50
%
6.50
%
7.25
%
N/A
N/A
N/A
Rate of compensation increase
N/A
N/A
N/A
N/A
N/A
N/A
Interest credit rate
1.47
%
0.93
%
2.83
%
N/A
N/A
N/A
Non-U.S. Plans:
Discount rate
1.73
%
1.17
%
1.89
%
N/A
N/A
N/A
Expected rate of return on plan assets
4.85
%
4.85
%
5.82
%
N/A
N/A
N/A
Rate of compensation increase
3.30
%
3.32
%
3.14
%
N/A
N/A
N/A
Interest credit rate
N/A
N/A
N/A
N/A
N/A
N/A
The long-term expected rate of return on plan assets assumptions were determined with input from independent investment consultants and
plan actuaries, utilizing asset pricing models and considering historical returns. The discount rates used by us for valuing pension liabilities are based on a review of high-quality corporate bond yields with maturities approximating the remaining
life of the projected benefit obligations.
In the U.S. plan, the 6.50% expected rate of return on assets assumption for 2022 reflected a long-term target comprised
of an asset allocation range of 25%75% equity securities, 15%35% fixed income securities, 10%35% alternative assets and 0%10% cash and cash equivalents. As of December 31, 2022, the actual asset allocation for the U.S.
plan was 64.3% equity securities, 22.1% fixed income securities, 11.4% alternative assets and 2.1% cash and cash equivalents.
For the non-U.S. plans, the 4.85% expected rate of return on assets assumption for 2022 reflected a weighted average of the long-term asset allocation targets for our various non-U.S.
plans. As of December 31, 2022, the actual weighted average asset allocation for the non-U.S. plans was 16.2% equity securities, 35.3% fixed income securities, 40.6% alternative assets/other and 7.8% cash
and cash equivalents.
The assumed health care cost trend rates are as follows:
December 31,
2022
2021
Health care cost trend rate assumed for next year
7.00
%
7.25
%
Rate to which the cost trend rate is assumed to decline (the ultimate trend rate)
4.50
%
4.50
%
Year that the rate reaches the ultimate trend rate
2033
2033
Assumed health care cost trend rates have a significant effect on the amounts reported for our health care plans.
Plan Assets
Our pension plan target allocations and weighted average asset
allocations by asset category are as follows:
Asset Category December 31,
Target Allocation
Actual Allocation
2022
2021
Equity securities
15%75
%
47
%
47
%
Fixed income securities
15%75
%
27
%
31
%
Alternative assets/other
0%45
%
22
%
19
%
Cash and money market
0%10
%
4
%
3
%
Independent investment consultants are retained to assist in executing the plans investment strategies. Several factors are
evaluated in determining if an investment strategy will be implemented in our pension trusts. These factors include, but are not limited to, investment style, investment risk, investment manager performance and costs. We periodically review
investment managers and their performance in relation to our plans investment objectives.
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The primary investment objective of our various pension trusts is to maximize the value of plan assets, focusing on
capital preservation, current income and long-term growth of capital and income. The plans assets are typically invested in a broad range of equity securities, fixed income securities, alternative assets, and cash instruments.
Equity securities include investments in large, mid, and small-capitalization companies located in both developed countries and emerging markets around the world. Fixed
income securities include government bonds of various countries, corporate bonds that are primarily investment-grade, and mortgage-backed securities. Alternative assets include investments in real estate and hedge funds employing a wide variety of
strategies. In 2021, equity securities include Crane common stock, which represents 4.5% of plan assets as of December 31, 2021. There were no holdings of Crane common stock in 2022.
The fair value of our pension plan assets as of December 31, 2022, by asset category, are as follows:
(in millions)
Active Markets
for Identical
Assets
Level 1
Other
Observable
Inputs
Level 2
Unobservable
Inputs
Level 3
Net Asset Value
(NAV) Practical
Expedient (a)
Total
Fair Value
Cash Equivalents and Money Markets
$
26.8
$
$
$
$
26.8
Common Stocks:
Actively Managed U.S. Equities
31.8
31.8
Commingled and Mutual Funds:
U.S. Equity Funds
152.3
152.3
Non-U.S. Equity Funds
74.3
37.8
112.1
U.S. Fixed Income, Government and Corporate
88.9
88.9
Registered Investment Company
23.3
23.3
Non-U.S. Fixed income, Government and Corporate
82.3
82.3
International Balanced Funds
1.8
1.8
Property Funds
21.7
21.7
Alternative Investments:
Insurance/Annuity Contract(s)
2.6
2.6
Hedge funds and LDI
60.1
60.1
International Property funds
30.8
30.8
Total Fair Value
$
419.1
$
2.6
$
$
212.8
$
634.5
(a)
Investments are measured at fair value using the net asset value per share practical expedient, and therefore, are not
classified in the fair value hierarchy.
The fair value of our pension plan assets as of December 31, 2021, by asset category, are as
follows:
(in millions)
Active Markets
for Identical
Assets
Level 1
Other
Observable
Inputs
Level 2
Unobservable
Inputs
Level 3
Net Asset Value
(NAV) Practical
Expedient (a)
Total
Fair Value
Cash Equivalents and Money Markets
$
29.6
$
$
$
$
29.6
Common Stocks:
Actively Managed U.S. Equities
112.8
112.8
Fixed Income Bonds and Notes
Commingled and Mutual Funds:
129.1
129.1
U.S. Equity Funds
93.7
121.5
215.2
Non-U.S. Equity Funds
116.2
116.2
U.S. Fixed Income, Government and Corporate
34.0
34.0
Registered Investment Company
190.6
190.6
Non-U.S. Fixed Income, Government and Corporate
2.1
2.1
International Balanced Funds
29.0
29.0
Alternative Investments:
Insurance/Annuity Contract(s)
2.7
2.7
Hedge Funds and LDI
64.0
64.0
International Property Funds
50.8
50.8
Total Fair Value
$
544.4
$
2.7
$
$
429.0
$
976.1
(a)
Investments are measured at fair value using the net asset value per share practical expedient, and therefore, are not
classified in the fair value hierarchy.
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Cash Flows
We expect, based
on current actuarial calculations, to contribute cash of approximately $18.1 million to the defined benefit pension plans during 2023. Cash contributions in subsequent years will depend on a number of factors including the investment
performance of plan assets.
Estimated Future Benefit Payments
The
following benefit payments, which reflect expected future service, as appropriate, are expected to be paid:
Estimated future payments (in millions)
Pension
Benefits
Postretirement
Benefits
2023
$
48.7
$
0.5
2024
48.5
0.5
2025
50.5
0.4
2026
50.7
0.4
2027
52.0
0.4
2028 to 2032
253.8
1.3
Total payments
$
504.2
$
3.5
Defined Contribution Plans
Crane sponsors
savings and investment plans that are available to our eligible employees including employees of our subsidiaries. We made contributions to the plans of $9.0 million, $8.0 million and $8.4 million in 2022, 2021 and 2020, respectively.
In addition to participant deferral contributions and company matching contributions on those deferrals, we provide a 3%
non-matching contribution to eligible participants. We made non-matching contributions to these plans of $10.4 million, $9.7 million and $10.2 million in
2022, 2021 and 2020, respectively.
8. Stock-Based Compensation Plans
Crane Company participates in Cranes stock-based compensation plans which are used to provide long-term incentive compensation through stock options, restricted
share units, performance-based restricted share units and deferred stock units. Stock-based compensation expense reflected in the accompanying Combined Financial Statements relates to stock plan awards of Crane awarded to Crane Company related
employees and not stock awards of Crane Company as Crane Company does not grant stock awards. The following disclosures represent stock-based compensation expenses attributable to Crane Company based on the awards and terms previously granted under
Cranes stock-based compensation plans to Crane Company employees. Accordingly, the amounts presented are not necessarily indicative of future awards and do not necessarily reflect the results that Crane Company would have experienced as an
independent company for the periods presented.
As of December 31, 2022, Crane had stock-based compensation awards outstanding under the following Crane
shareholder-approved plans: the 2013 Stock Incentive Plan (the 2013 Plan), 2018 Stock Incentive Plan (the 2018 Plan) and 2018 Amended and Restated Stock Incentive Plan (2018 Amended & Restated Plan),
applicable to employees and non-employee directors.
The 2013 Plan was approved by the Crane Board of Directors and
stockholders at the annual meeting in 2013. The 2013 Plan originally authorized the issuance of up to 9,500,000 shares of stock pursuant to awards under the plan. In 2018, in view of the limited number of shares remaining available under the 2013
Plan, the Crane Board of Directors and stockholders approved the adoption of the 2018 Plan which authorized the issuance of up to 6,500,000 shares of Crane stock. In 2021, the Crane Board of Directors and stockholders approved the adoption of the
2018 Amended and Restated Stock Incentive Plan which authorized the issuance of up to 4,710,000 shares of Crane stock. No further awards will be made under the 2013 Plan or 2018 Plan.
The stock incentive plans are used to provide long-term incentive compensation through stock options, restricted share units, performance-based restricted share units
and deferred stock units.
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Stock Options
Options are
granted under the Stock Incentive Plan to officers and other key employees and directors at an exercise price equal to the closing price on the date of grant. Unless otherwise determined by the Compensation Committee which administers the plan,
options become exercisable at a rate of 25% after the first year, 50% after the second year, 75% after the third year and 100% after the fourth year from the date of grant. All options granted to directors and options granted to officers and
employees after 2014 expire 10 years after the date of grant.
Crane determines the fair value of each grant using the Black-Scholes option pricing model. The
weighted average assumptions for grants made during the years ended December 31, 2022, 2021 and 2020 are as follows:
2022
2021
2020
Dividend yield
2.05
%
3.06
%
3.05
%
Volatility
33.96
%
36.28
%
27.15
%
Risk-free interest rate
1.92
%
0.50
%
1.23
%
Expected lives in years
7.2
5.2
5.2
Expected dividend yield is based on Cranes dividend rate. Expected stock volatility was determined based upon the historical
volatility for the four-year period preceding the date of grant. The risk-free interest rate was based on the yield curve in effect at the time the options were granted, using U.S. constant maturities over the expected life of the option. The
expected lives of the awards represent the period of time that options granted are expected to be outstanding.
Activity in Cranes stock option plans related
to our employees for the year ended December 31, 2022 were as follows:
Option Activity
Number of
Shares
(in 000s)
Weighted
Average
Exercise Price
Weighted
Average
Remaining
Life (Years)
Options outstanding as of January 1, 2022
1,876
$
74.94
Granted
108
101.72
Exercised
(370
)
72.95
Canceled
(60
)
71.68
Options outstanding as of December 31, 2022
1,554
$
77.41
5.79
Options exercisable as of December 31, 2022
1,004
$
75.61
4.81
Included in our share-based compensation was expense recognized for our stock option awards of $3.2 million, $4.2 million and
$4.7 million in 2022, 2021 and 2020, respectively. These amounts exclude $1.9 million, $2.0 million and $1.9 million in 2022, 2021 and 2020, respectively, of share-based compensation expense recognized for our stock option awards
related to corporate employees that have been allocated to other affiliates of Crane.
The weighted average fair value of options granted during 2022, 2021 and 2020
was $32.51, $20.82 and $15.24, respectively. The total fair value of shares vested during 2022, 2021 and 2020 was $5.1 million, $5.8 million and $5.7 million, respectively. The total intrinsic value of options exercised during 2022,
2021 and 2020 was $11.3 million, $35.7 million and $3.6 million, respectively. The aggregate intrinsic value of exercisable options was $24.9 million, $31.7 million and $28.6 million as of December 31, 2022, 2021
and 2020, respectively.
The total cash received from these option exercises during 2022, 2021 and 2020 was $21.2 million, $24.9 million and
$7.7 million, respectively and is reflected in the Combined Statements of Cash Flows as Net Transfers to Parent within financing activities. The tax benefit realized for the tax deductions from option exercises and vesting of
restricted share units was $0.9 million, $3.8 million and $0.3 million as of December 31, 2022, 2021 and 2020, respectively.
As of
December 31, 2022, there was $5.6 million of total future compensation cost related to unvested share-based awards to be recognized over a weighted average period of 1.29 years.
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Restricted Share Units and Performance-Based Restricted Share Units
Restricted share units vest at a rate of 25% after the first year, 50% after the second year, 75% after the third year and 100% after the fourth year from the date of
grant and are subject to forfeiture restrictions which lapse over time. The vesting of performance-based restricted share units is determined in three years based on relative total shareholder return for Crane compared to the S&P Midcap 400
Capital Goods Group, with payout potential ranging from 0% to 200% but capped at 100% if our three-year total shareholder return is negative.
Included in our
share-based compensation was expense recognized for our restricted share unit and performance-based restricted share unit awards of $11.7 million, $12.1 million and $10.6 million in 2022, 2021 and 2020, respectively. These amounts
exclude $7.4 million, $6.6 million and $5.1 million in 2022, 2021 and 2020, respectively, of share-based compensation expense recognized for our restricted share unit and performance-based restricted share unit awards related to
corporate employees that have been allocated to other affiliates of Crane. The tax benefit (detriment) for the vesting of the restricted share units was $1.3 million, $(0.1) million and $0.1 million as of December 31, 2022, 2021 and
2020, respectively.
As of December 31, 2022, there was $24.4 million of total future compensation cost related to restricted share unit and
performance-based restricted share unit awards, to be recognized over a weighted average period of 1.91 years.
Changes in Cranes restricted share units
related to our employees for the year ended December 31, 2022 were as follows:
Restricted Share Unit Activity
Restricted
Share Units
(in 000s)
Weighted
Average
Grant-Date
Fair Value
Restricted share units as of January 1, 2022
439
$
83.31
Restricted share units granted
147
101.23
Restricted share units vested
(116
)
83.80
Restricted share units forfeited
(28
)
83.99
Performance-based restricted share units granted
60
120.68
Performance-based restricted share units vested
(62
)
93.05
Performance-based restricted share units forfeited
(13
)
92.24
Restricted share units as of December 31, 2022
427
$
92.88
9. Leases
Arrangements that explicitly or
implicitly relate to property, plant and equipment are assessed at inception to determine if the arrangement is or contains a lease. Generally, we enter into operating leases as the lessee and recognize right-of-use assets and lease liabilities based on the present value of future lease payments over the lease term.
We
lease certain vehicles, equipment, manufacturing facilities, and non-manufacturing facilities. We have leases with both lease components and non-lease components, such
as common area maintenance, utilities, or other repairs and maintenance. For all asset classes, we applied the practical expedient to account for each separate lease component and its associated non-lease
component(s) as a single lease component.
We identify variable lease payments, such as maintenance payments based on actual activities performed or costs incurred,
at lease commencement by assessing the nature of the payment provisions, including whether the payments are subject to a minimum.
Certain leases include options to
renew for an additional term or company-controlled options to terminate. We generally determine it is not reasonably certain to assume the exercise of renewal options because there is no economic incentive to renew. As termination options often
include penalties, we generally determine it is reasonably certain that termination options will not be exercised because there is an economic incentive not to terminate. Therefore, these options generally do not impact the lease term or the
determination or classification of the right-of-use asset and lease liability.
In
the third quarter of 2017, we entered a seven-year lease for a used airplane which includes a maximum residual value guarantee of $11.1 million if the fair value of the airplane is less than $14.4 million at the end of the lease term. We
do not believe it is probable that any amount will be owed under this guarantee. Therefore, no amount related to the residual value guarantee is included in the lease payments used to measure the right-of-use asset and lease liability. We have not entered any other leases where a residual value guarantee is provided to the lessor.
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We do not enter arrangements where restrictions or covenants are imposed by the lessor that, for example, relate to
incurring additional financial obligations. Furthermore, we have not entered into any significant sublease arrangements.
We use our collateralized incremental
borrowing rate based on the information available at commencement date to determine the present value of future payments and the appropriate lease classification. The rate implicit in the lease is generally unknown, as we generally operate in the
capacity of the lessee.
Our Combined Balance Sheet includes the following related to leases:
(in millions) December 31,
Classification
2022
2021
Assets
Operating right-of-use
assets
Other assets
$
58.4
$
67.6
Liabilities
Current lease liabilities
Accrued liabilities
$
11.6
$
14.4
Long-term lease liabilities
Other liabilities
49.7
55.7
Total lease liabilities
$
61.3
$
70.1
The components of lease cost were as follows:
(in millions) December 31,
2022
2021
2020
Operating lease cost
$
18.1
$
19.7
$
18.9
Variable lease cost
4.6
4.6
4.8
Total lease cost
$
22.7
$
24.3
$
23.7
The weighted average remaining lease terms and discount rates for our operating leases were as follows:
(in millions) December 31,
2022
2021
Weighted average remaining lease term (in years) operating leases
7.7
6.1
Weighted average discount rate operating leases
3.4
%
3.0
%
Supplemental cash flow information related to our operating leases was as follows for periods ended December 31, 2022, 2021 and
2020:
(in millions) December 31,
2022
2021
2020
Cash paid for amounts included in measurement of operating lease liabilities operating cash
flows
$
14.2
$
17.0
$
16.8
Right-of-use assets obtained
in exchange for new operating lease liabilities
$
16.2
$
15.6
$
6.6
Future minimum operating lease payments are as follows:
(in millions)
December 31, 2022
2023
$
13.3
2024
11.7
2025
8.7
2026
7.0
2027
6.3
Thereafter
23.5
Total future minimum operating lease payments
$
70.5
Imputed interest
9.2
Present value of lease liabilities reported
$
61.3
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10. Income Taxes
Provision for Income Taxes
Our income before taxes is as follows:
(in millions) For the year ended December 31,
2022
2021
2020
U.S. operations
$
187.4
$
141.0
$
91.9
Non-U.S. operations
127.2
136.3
107.4
Total
$
314.6
$
277.3
$
199.3
Our provision (benefit) for income taxes consists of:
(in millions) For the year ended December 31,
2022
2021
2020
Current:
U.S. federal tax
$
21.8
$
20.5
$
7.2
U.S. state and local tax
1.7
0.9
0.4
Non-U.S. tax
75.7
25.2
12.8
Total current
99.2
46.6
20.4
Deferred:
U.S. federal tax
21.8
(5.3
)
14.4
U.S. state and local tax
(5.4
)
(0.2
)
(2.9
)
Non-U.S. tax
(0.8
)
1.8
1.3
Total deferred
15.6
(3.7
)
12.8
Total provision for income taxes*
$
114.8
$
42.9
$
33.2
*
Included in the above amounts are excess tax benefits from share-based compensation of $2.2 million,
$3.7 million, and $0.4 million in 2022, 2021, and 2020, respectively, which were reflected as reductions in our provision for income taxes in 2022, 2021 and 2020.
A reconciliation of the statutory U.S. federal tax rate to our effective tax rate is as follows:
For the year ended December 31,
2022
2021
2020
Statutory U.S. federal tax rate
21.0
%
21.0
%
21.0
%
Increase (reduction) from:
State and local taxes, net of federal benefit
(0.8
)%
0.1
%
(0.6
)%
Income taxed at non-US rates
(3.0
)%
(0.5
)%
(5.0
)%
Non-U.S. income inclusion, net of tax credits
0.0
%
2.9
%
2.8
%
U.S. research and development tax credit
(0.6
)%
(1.2
)%
(1.0
)%
U.S deduction for foreign derived intangible Income
(0.9
)%
(0.6
)%
(1.8
)%
Deferred tax asset related to the sale of a subsidiary
6.6
%
(7.5
)%
0.0
%
Nondeductible loss due to Asbestos Divestiture
12.3
%
0.0
%
0.0
%
Other
1.9
%
1.3
%
1.3
%
Effective tax rate
36.5
%
15.5
%
16.7
%
Tax Related to Comprehensive Income
During
2022, 2021 and 2020, tax provision (benefit) of $8.4 million, $26.7 million and $(12.5) million, respectively, related to changes in pension and post-retirement plan assets and benefit obligations, were recorded to accumulated other
comprehensive loss.
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Deferred Taxes and Valuation Allowances
The components of deferred tax assets and liabilities included in our Combined Balance Sheets are as follows:
(in millions) December 31,
2022
2021
Deferred tax assets:
Asbestos-related liabilities
$
$
127.6
Tax loss and credit carryforwards
74.9
85.9
Inventories
20.7
18.8
Pension and post-retirement benefits
4.4
13.8
Capitalized research and development
9.9
Accrued bonus and stock based compensation
7.9
8.2
Other
18.2
4.1
Total
$
136.0
$
258.4
Less: valuation allowance
(75.6
)
(101.3
)
Total deferred tax assets, net of valuation allowance
$
60.4
$
157.1
Deferred tax liabilities:
Basis difference in intangible assets
$(64.8)
$(44.6)
Basis difference in fixed assets
(17.5
)
(19.0
)
Deferred tax on non-U.S. unremitted earnings
(15.1
)
Other
(5.3
)
(7.3
)
Total deferred tax liabilities
$
(102.7
)
$
(70.9
)
Net deferred tax asset (liability)
$
(42.3
)
$
86.2
Balance Sheet classification:
Long-term deferred tax assets
3.2
124.1
Long-term deferred tax liability
(45.5
)
(37.9
)
Net deferred tax asset (liability)
$
(42.3
)
$
86.2
As of December 31, we have made the following determinations with regard to our non-U.S.
earnings:
(in millions)
Permanently
reinvested
Not permanently
reinvested
Amount of earnings
$
400.7
$
966.7
Associated tax
N/A
*
$
15.1
*
Determination of U.S. income taxes and non-U.S. withholding taxes due upon
repatriation of this $400.7 million of earnings is not practicable because the amount of such taxes depends upon circumstances existing in numerous taxing jurisdictions at the time the remittance occurs.
As of December 31, 2022, we had U.S. federal, U.S. state and non-U.S. tax loss and credit carryforwards that will expire,
if unused, as follows:
Year of expiration (in millions)
U.S. State Tax
Credits
U.S. State Tax
Losses
Non-U.S. Tax
Losses
Total
20232027
$
1.3
$
124.5
$
4.2
After 2027
0.4
660.1
3.5
Indefinite
16.4
4.3
110.9
Total tax carryforwards
$
18.1
$
788.9
$
118.6
Deferred tax asset on tax carryforwards
$
18.1
$
36.9
$
20.0
$
75.0
Valuation allowance on tax carryforwards
(17.9
)
(35.9
)
(19.6
)
(73.4
)
Net deferred tax asset on tax carryforwards
$
0.2
$
1.0
$
0.4
$
1.6
As of December 31, 2022 and 2021, we determined that it was more likely than not that $73.4 million and $82.2 million,
respectively, of our deferred tax assets related to tax loss and credit carryforwards will not be realized. As a result, we recorded a valuation allowance against these deferred tax assets. We also determined that it is more likely than not that a
portion of the benefit related to U.S. state and non-U.S. deferred tax assets other than tax loss and credit carryforwards will not be realized. Accordingly, as of December 31, 2022 and 2021, a valuation
allowance of $2.2 million and $19.1 million, respectively, was established against these U.S. state and non-U.S. deferred tax assets. Our total valuation allowance as of December 31, 2022 and
2021, was $75.6 million and $101.3 million, respectively.
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Unrecognized Tax Benefits
A
reconciliation of the beginning and ending amount of our gross unrecognized tax benefits, excluding interest and penalties, is as follows:
(in millions)
2022
2021
2020
Balance of liability as of January 1,
$
21.4
$
22.7
$
31.5
Increase as a result of tax positions taken during a prior year
0.9
0.6
0.3
Decrease as a result of tax positions taken during a prior year
(0.7
)
(0.3
)
(0.4
)
Increase as a result of tax positions taken during the current year
1.8
2.5
1.5
Decrease as a result of settlements with taxing authorities
(2.3
)
Reduction as a result of a lapse of the statute of limitations
(2.8
)
(4.1
)
(7.9
)
Balance of liability as of December 31,
$
20.6
$
21.4
$
22.7
As of December 31, 2022, 2021 and 2020, the amount of our unrecognized tax benefits that, if recognized, would affect our effective
tax rate were $22.4 million, $22.7 million and $23.8 million, respectively. The difference between these amounts and those reflected in the table above relates to (1) offsetting tax effects from other tax jurisdictions, and
(2) interest expense, net of deferred taxes.
We recognize interest and penalties related to unrecognized tax benefits as a component of our income tax
expense. During the years ended December 31, 2022, 2021 and 2020, we recognized interest and penalty (income) expense of $0.3 million, $(0.1) million and $(0.5) million, respectively, in our Combined Statements of Operations. As of
December 31, 2022 and 2021, we had accrued $3.7 million and $3.4 million, respectively, of interest and penalties related to unrecognized tax benefits on our Combined Balance Sheets.
During the next twelve months, it is reasonably possible that our unrecognized tax benefits could change by $4.2 million due to settlements of income tax
examinations, the expiration of statutes of limitations or other resolution of uncertainties. However, if the ultimate resolution of income tax examinations results in amounts that differ from this estimate, we will record additional income tax
expense or benefit in the period in which such matters are effectively settled.
Income Tax Examinations
Our income tax returns are subject to examination by the U.S. federal, U.S. state and local, and non-U.S. tax authorities. With
few exceptions, the years for which we filed returns that are open to examination are as follows:
Jurisdiction
Year
U.S. federal
2019-2021
U.S. state and local
2016-2021
Non-U.S.
2016-2021
Currently, we and our subsidiaries are under examination in various jurisdictions, including Germany (2013 through 2018), Canada (2013
through 2015) and Luxembourg (2017 through 2018).
11. Accrued Liabilities
Accrued liabilities consist of:
(in millions) December 31,
2022
2021
Employee related expenses
$
100.3
$
121.8
Warranty
3.0
1.7
Current lease liabilities
11.6
14.4
Contract liabilities
49.4
40.3
Other
95.6
90.1
Total
$
259.9
$
268.3
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12. Other Liabilities
(in millions) December 31,
2022
2021
Environmental
$
17.6
$
25.8
Long-term lease liabilities
49.7
55.7
Other
32.9
37.1
Total
$
100.2
$
118.6
13. Commitments and Contingencies
Asbestos Liability
On August 12, 2022, Crane Holdings, Co., Crane
Company, a wholly-owned subsidiary of Crane Holdings, Co., and Redco, then a wholly-owned subsidiary of Crane Company that held liabilities including asbestos liabilities and related insurance assets, entered into the Redco Purchase Agreement with
Redco Buyer, an unrelated third party and long-term liability management company specializing in the acquisition and management of legacy corporate liabilities, whereby Crane Company transferred to Redco Buyer all of the issued and outstanding
shares of Redco. In connection with the Redco Sale, Crane Holdings, Co., on behalf of Crane Company, contributed approximately $550 million in cash to Redco, which was funded by a combination of short-term borrowings and cash on hand.
Concurrent with the completion of the Redco Sale, Redco Buyer contributed $83 million in cash to Redco. Pursuant to the terms of the Redco Purchase Agreement, Crane Company and Redco Buyer will each indemnify the other for breaches of
representations and warranties, breaches of covenants and obligations and certain liabilities, subject to the terms of the Redco Purchase Agreement. While indemnification by each of Crane Company and Redco Buyer to the other party for breach of
representations and warranties is capped at $83 million, in each case, based on the terms and subject to certain limitations as set forth in the Redco Purchase Agreement, liability of each of Crane Company and Redco Buyer for breaches of
covenants and obligations and for indemnified liabilities is generally uncapped. Such covenants and obligations include that Redco has agreed to indemnify Crane Company and its affiliates for all claims arising out of asbestos liabilities, and Crane
Company has agreed to indemnify Redco and its affiliates for all other historical liabilities of Redco, which include certain potential environmental liabilities. Crane Holdings, Co. has guaranteed the full payment and performance of Crane
Companys indemnification obligations under the Redco Purchase Agreement. Upon consummation of the previously announced separation transaction pursuant to which, among other things, all outstanding shares of Crane Company will be distributed to
Crane Holdings, Co.s stockholders, Crane Holdings, Co. will be released from its guarantee of Crane Companys indemnification obligations under the Redco Purchase Agreement.
As a result of the Redco Sale, all asbestos obligations and liabilities, related insurance assets and associated deferred tax assets of Redco have been removed from
Crane Companys Combined Balance Sheet effective August 12, 2022 and the Business no longer has any obligation with respect to pending and future asbestos claims. As such, Redco has been deconsolidated from our 2022 financial results, as
we no longer maintain control of the entity. Therefore, for the year ended December 31, 2022, all asbestos obligations and liabilities, related insurance assets and associated deferred tax assets of Redco are no longer reported on Crane
Companys Combined Balance Sheet. The Business recorded a loss on the divestiture of asbestos-related assets and liabilities of $162.4 million in the third quarter of 2022, including transaction expenses of $13.5 million.
The following is a summary of the loss on divestiture of asbestos-related assets and liabilities:
(in millions)
Cash
$
(550.0
)
Current insurance receivable
(13.8
)
Long-term insurance receivable
(49.4
)
Deferred tax asset
(107.9
)
Current asbestos liability
62.5
Long-term asbestos liability
509.7
Loss on divestiture of asbestos-related assets and liabilities, before transaction costs
(148.9
)
Transaction costs
(13.5
)
Loss on divestiture of asbestos-related assets and liabilities
$
(162.4
)
The gross settlement and defense costs incurred (before insurance recoveries and tax effects) by us for the years ended
December 31, 2022, 2021 and 2020 totaled $35.8 million, $55.2 million and $50.9 million, respectively. Our total pre-tax payments for settlement and defense costs, net of funds received
from insurers, for the years ended December 31, 2022, 2021 and 2020 totaled $29.3 million, $44.9 million and $31.1 million, respectively. Detailed below are the comparable amounts for the periods indicated.
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(in millions) For the year ended December 31,
2022
2021
2020
Settlement/indemnity costs incurred(a)
$
29.4
$
40.6
$
35.3
Defense costs incurred (a)
6.4
14.6
15.6
Total costs incurred
$
35.8
$
55.2
$
50.9
Settlement/indemnity payments
$
33.8
$
42.6
$
24.7
Defense payments
6.1
15.4
16.7
Insurance receipts
(10.6
)
(13.1
)
(10.3
)
Pre-tax cash payments, net
$
29.3
$
44.9
$
31.1
(a)
Before insurance recoveries and tax effects.
Other Contingencies
Environmental Matters
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, 2022 is substantially related to the former manufacturing site in Goodyear,
Arizona (the Goodyear Site) discussed below. On June 21, 2021, we completed the sale of substantially all of the property associated with what we have historically called the Goodyear Site for $8.7 million, retaining only a
small parcel on which our remediation and treatment systems are located. We will continue to be responsible for all remediation costs associated with the Goodyear Site.
Pursuant to the terms of the Redco Purchase Agreement (referenced above), Crane Company and Redco Buyer will each indemnify the other for breaches of representations
and warranties, breaches of covenants and obligations and certain liabilities, subject to the terms of the Redco Purchase Agreement. Such covenants and obligations include that Crane Company has agreed to indemnify Redco and its affiliates for all
other historical liabilities of Redco, which include certain potential environmental liabilities. Crane Holdings, Co. has guaranteed the full payment and performance of Crane Companys indemnification obligations under the Redco Purchase
Agreement. Upon consummation of the previously announced separation transaction pursuant to which, among other things, all outstanding shares of Crane Company will be distributed to Crane Holdings, Co.s stockholders, Crane Holdings, Co. will
be released from its guarantee of Crane Companys indemnification obligations under the Redco Purchase Agreement. Prior to the effective date of the Redco Sale, the U.S. Department of Justice agreed that Crane Holdings, Co. and ultimately Crane
Company following the above referenced separation transaction, will be primarily liable for the Goodyear Site. The New Jersey Department of Environmental Protection agreed to transfer the liability of the Roseland Site to Crane Holdings, Co., and a
further transfer of this environmental liability to Crane Company upon effectiveness of the separation transaction is expected. The potential liability for the Crab Orchard Site referenced below remains a direct obligation of Redco. As noted above,
however, Crane Company, and Crane Holdings, Co. (as guarantor until the time of the separation transaction), have agreed to indemnify Redco Buyer against the Goodyear, Roseland, and Crab Orchard environmental liabilities. Thus, references below to
we, and us refer to Crane Holdings, Co. in its capacity as the primarily responsible party for the Goodyear and Roseland Sites, and as indemnitor to the Redco Buyer on the Crab Orchard Site.
Goodyear Site
The Goodyear Site was operated by Unidynamics/Phoenix, Inc.
(UPI), which became an indirect subsidiary in 1985 when we acquired UPIs parent company, UniDynamics Corporation. UPI is now an indirect subsidiary of Crane Holdings, Co. and will become an indirect subsidiary of Crane Company
following the separation transaction. UPI manufactured explosive and pyrotechnic compounds, including components for critical military programs, for the U.S. Government at the Goodyear Site from 1962 to 1993, under contracts with the U.S. Department
of Defense and other government agencies and certain of their prime contractors. In 1990, the U.S. Environmental Protection Agency (EPA) issued administrative orders requiring UPI to design and conduct certain remedial actions, which UPI
has done. Groundwater extraction and treatment systems have been in operation at the Goodyear Site since 1994. On July 26, 2006, we entered a consent decree with the EPA with respect to the Goodyear Site providing for, among other things, a
work plan for further investigation and
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remediation activities (inclusive of a supplemental remediation investigation and feasibility study). During the third quarter of 2014, the EPA issued a Record of Decision (ROD)
amendment permitting, among other things, additional source area remediation resulting in us recording a charge of $49.0 million, extending the accrued costs through 2022. Following the 2014 ROD amendment, we continued our remediation
activities and explored an alternative strategy to accelerate remediation of the site. During the fourth quarter of 2019, we received conceptual agreement from the EPA on our alternative remediation strategy which is expected to further reduce the
contaminant plume. Accordingly, in 2019, 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 $24.8 million and $32.3 million as of December 31, 2022 and 2021, respectively and as described below, a portion is reimbursable by the U.S. Government. The current portion of the total estimated
liability was $7.7 million and $7.1 million as of December 31, 2022 and 2021, respectively, and represents our best estimate, in consultation with our technical advisors, of total remediation costs expected to be paid during the
twelve-month period. It is not possible at this point to reasonably estimate the amount of any obligation in excess of our current accruals through the 2027 forecast period because of the aforementioned uncertainties, in particular, the continued
significant changes in the Goodyear Site conditions and additional expectations of remediation activities experienced in recent years.
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. As of December 31, 2022 and 2021, we recorded a receivable of $4.8 million and $7.3 million, respectively, for the expected reimbursements from the U.S. Government in
respect of the aggregate liability as at that date. The receivable is reduced as reimbursements and other payments from the U.S. Government are received.
Other
Environmental Matters
Roseland, NJ Site
The Roseland Site was
operated by Resistoflex Corporation (Resistoflex), which became an indirect subsidiary of ours in 1985 when Crane Co. (n/k/a Redco) acquired Resistoflexs parent company, UniDynamics Corporation. Resistoflex manufactured specialty
lined pipe and fittings at the site from the 1950s until it was closed in the mid-1980s. We undertook an extensive soil remediation effort at the Roseland Site following our closure and had been monitoring the
Sites condition in the years that followed. In response to changes in remediation standards, in 2014 we began to conduct further site characterization and delineation studies at the Site. We are in the late stages of our remediation activities
at the Site, which include a comprehensive delineation of contaminants of concern in soil, groundwater, surface water, sediment, and indoor air in certain buildings, all in accordance with the New Jersey Department of Environmental Protection
guidelines and directives.
Marion, IL Site
Crane Co. (n/k/a
Redco) has been identified as a potentially responsible party (PRP) with respect to environmental contamination at the Crab Orchard National Wildlife Refuge Superfund Site (the Crab Orchard Site). The Crab Orchard Site is
located near Marion, Illinois, and consists of approximately 55,000 acres. Beginning in 1941, the United States used the Crab Orchard Site for the production of ordnance and other related products for use in World War II. In 1947, about half of the
Crab Orchard Site was leased to a variety of industrial tenants whose activities (which continue to this day) included manufacturing ordnance and explosives. Unidynamics Corporation formerly leased portions of the Crab Orchard Site and conducted
manufacturing operations at the Crab Orchard Site from 1952 until 1964. General Dynamics Ordnance and Tactical Systems, Inc. (GD-OTS) is in the process of conducting a remedial investigation and
feasibility study for a portion of the Crab Orchard Site (the AUS-OU), which includes an area where we maintained operations, pursuant to an Administrative Order on Consent. A remedial
investigation report was approved in February 2015, and work on the feasibility study is underway. It is unclear when the final feasibility study will be completed, or when a final Record of Decision may be issued. As noted above, we have
agreed to indemnify Redco Buyer against the Crab Orchard environmental liabilities, and accordingly we act as Redcos agent with respect to such liabilities.
GD-OTS asked Crane Co. (n/k/a Redco) to participate in a voluntary, multi-party mediation exercise with respect to response costs that GD-OTS has incurred or will incur with
respect to the AUS-OU, and Crane Co. (n/k/a Redco), the U.S. Government, and other PRPs entered into a non-binding mediation agreement in 2015. We have stepped into
Redcos position as a participant in the mediation. The first phase of the mediation, involving certain former munitions or ordnance storage areas, began in November 2017, but did not result in a multi-party settlement agreement. Subsequently,
Redco entered discussions directly with GD-OTS and reached an agreement, as of July 13, 2021, to
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contribute toward GD-OTSs past RI-FS costs associated with the first-phase areas for an immaterial amount.
We, as indemnitor, have also agreed to pay a modest percentage of future RI-FS costs and the United States claimed past response costs relative to the first-phase areas, a sum that has proven to be and
we expect to continue to be, in the aggregate, an immaterial amount. We understand that GD-OTS has also reached agreements with the U.S. Government and the other participating PRPs related to the first-phase
areas of concern.
Negotiations between GD-OTS, the U.S. Government and remaining participants are underway with respect to
resolution of the U.S. Governments liability for, and contribution claims with respect to, the remaining areas of the site, including those portions of the Crab Orchard Site where Redcos predecessor conducted manufacturing and research
activities. The participants have reached agreement in principle on a framework for resolving the U.S. Governments share of response costs, subject to consummation of a mutually-agreeable consent decree, but we at present cannot predict
whether or when these negotiations will result in a definitive agreement, or when any determination of the ultimate allocable shares of GD-OTS and U.S. Government response costs for which we may be liable is
likely to be completed. It is not possible at this time to reasonably estimate the total amount of any obligation for remediation of the Crab Orchard Site as a whole because the allocation among PRPs, selection of remediation alternatives, and
concurrence of regulatory authorities have not yet advanced to the stage where a reasonable estimate can be made. Insurers with contractual coverage obligations for this site have been notified of this potential liability and have been providing
defense and indemnity coverage, subject to reservations of rights.
Other Proceedings
We regularly review the status of lawsuits, claims and proceedings that have been or may be asserted against us relating to the conduct of our business, including those
pertaining to product liability, patent infringement, commercial, employment, employee benefits, environmental and stockholder matters. We record a provision for a liability for such matters when it is considered probable that a liability has been
incurred and the amount of the loss can be reasonably estimated. These provisions, if any, are reviewed quarterly and adjusted as additional information becomes available. If either or both of the criteria are not met, we assess whether there is at
least a reasonable possibility that a loss, or additional losses, may have been incurred. If there is a reasonable possibility that a loss or additional loss may have been incurred for such matters, we disclose the estimate of the amount of loss or
range of loss, disclose that the amount is immaterial, or disclose that an estimate of loss cannot be made, as applicable. We believe that as of December 31, 2022, 2021 and 2020, there was no reasonable possibility that a material loss, or any
additional material losses, may have been incurred for such matters, and that adequate provision has been made in our Combined Financial Statements for the potential impact of all such matters.
14. Financing
Cranes debt, which was centrally managed as part of
Cranes centralized treasury function, as of December 31, 2022 and 2021 consisted of the following:
(in millions) December 31,
2022
2021
364-Day Credit Agreement
$
399.6
$
Total short-term borrowings
$
399.6
$
364-Day Credit Agreement - On August 11, 2022, the Business entered a
new senior unsecured 364-day credit facility (the 364-Day Credit Agreement) under which it borrowed term loans denominated in U.S. dollars (the Term
Loans) in an aggregate principal amount of $400 million. Interest on the Term Loans accrues at a rate per annum equal to, at the Businesss option, (a) a base rate (determined in a customary manner), plus a margin of 0.25% or
0.50% that is determined based upon the ratings by S&P and Moodys of the Businesss senior unsecured long-term debt (the Index Debt Rating) or (b) an adjusted Term SOFR (determined in a customary manner) for an
interest period to be selected by the Business, plus a margin of 1.25% or 1.50% that is determined based upon the Index Debt Rating. The 364-Day Credit Agreement contains customary affirmative and negative
covenants for credit facilities of this type.
Commercial paper program - On July 28, 2021, Crane increased the size of the commercial paper
program (CP Program) to permit the issuance of short-term, unsecured commercial paper notes in an aggregate principal amount not to exceed $650 million at any time outstanding. Crane may issue short-term, unsecured commercial paper
notes pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended. Prior to this increase, the CP Program permitted us to issue commercial paper notes in an aggregate principal amount not
to exceed $550 million at any time outstanding. The other terms and conditions of the CP Program remain the same. Amounts available under the CP Program may be borrowed, repaid and re-borrowed from time
to time. The notes will have maturities of up to 397 days from date of issue. The notes rank at least pari passu with all of our other unsecured and unsubordinated indebtedness. As of December 31, 2022 and 2021, there was no outstanding
borrowings, respectively.
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Other - As of December 31, 2022, Crane had open standby letters of credit of $66.8 million
issued pursuant to a $170.3 million uncommitted Letter of Credit Reimbursement Agreement, and certain other credit lines. As of December 31, 2021, Crane had open standby letters of credit of $49.5 million issued pursuant to a
$162.7 million uncommitted Letter of Credit Reimbursement Agreement, and certain other credit lines.
Revolving Credit Facility - On
July 28, 2021, Crane entered into a $650 million, 5-year Revolving Credit Agreement (the 2021 Facility), which replaced the $550 million revolving credit facility that Crane had
entered into in December 2017. The 2021 Facility allows us to borrow, repay, or to the extent permitted by the agreement, prepay and re-borrow funds at any time prior to the stated maturity date. Interest on
loans made under the 2021 Facility accrues, at our option, at a rate per annum equal to (1) a base rate, plus a margin ranging from 0.00% to 0.50% depending upon the ratings by S&P and Moodys of our senior unsecured long-term debt
(the Index Debt Rating), or (2) an adjusted LIBO rate or the applicable replacement rate (determined based on hardwired LIBOR transition provisions consistent with those published by the Alternative References Rates
Committee) for an interest period to be selected by us, plus a margin ranging from 0.805% to 1.50% depending upon the Index Debt Rating. The 2021 Facility contains customary affirmative and negative covenants for credit facilities of this type,
including limitations on us and our subsidiaries with respect to indebtedness, liens, mergers, consolidations, liquidations and dissolutions, sales of all or substantially all assets, transactions with affiliates and hedging arrangements. Crane must
also maintain a debt to capitalization ratio not to exceed 0.65 to 1.00 at all times. The 2021 Facility also provides for customary events of default, including failure to pay principal, interest or fees when due, failure to comply with covenants,
any representation or warranty made by us or any of our material subsidiaries being false in any material respect, default under certain other material indebtedness, certain insolvency or receivership events affecting us and our material
subsidiaries, certain ERISA events, material judgments and a change in control of us. The undrawn portion of this revolving credit agreement is also available to serve as a backstop facility for the issuance of commercial paper. As of
December 31, 2022 and 2021, there were no outstanding borrowings.
Subsequent Events New Financing Arrangements
Credit Facilities - On March 17, 2023, Crane Company entered into a new senior unsecured credit agreement (the Credit Agreement), which
provides for (i) a $500 million, 5-year Revolving Credit Facility (the Revolving Facility) and (ii) a $300 million, 3-year term loan
facility (the Term Facility), funding under each of which will become available substantially concurrently with the Separation, subject to the satisfaction of customary conditions of facilities of this type. The Revolving Facility allows
us to borrow, repay and re-borrow funds from time to time prior to maturity of the Revolving Facility without any penalty or premium, subject to customary borrowing conditions for facilities of this type and
the reimbursement of breakage costs. Borrowings under the Term Facility are prepayable without premium or penalty, subject to customary reimbursement of breakage costs. Interest on loans advanced under the Credit Agreement accrues, at our option, at
a rate per annum equal to (1) adjusted term SOFR for the applicable interest period plus a margin ranging from 1.50% to 2.25% or (2) a base rate plus a margin ranging from 0.50% to 1.25%, in each case, with such margin determined based on
our total net leverage ratio. We are required to pay a fee on undrawn commitments under the Revolving Facility at a rate per annum that ranges from 0.20% to 0.35%, depending on our total net leverage ratio. The Credit Agreement contains customary
affirmative and negative covenants for credit facilities of this type, including limitations on us and our subsidiaries with respect to indebtedness, liens, mergers, consolidations, liquidations and dissolutions, sales of all or substantially all
assets, transactions with affiliates and hedging arrangements. As of the last day of each quarter, we must also maintain a total net leverage ratio not to exceed 3.50 to 1.00 (which, at Crane Companys election, such maximum ratio may be
increased to 4.00 to 1.00 for specified periods following our consummation of certain material acquisitions) and a minimum interest coverage ratio must be at least 3.00 to 1.00. The Credit Agreement also includes for customary events of default,
including failure to pay principal, interest or fees when due, failure to comply with covenants, any representation or warranty made by us or any of our material subsidiaries being false in any material respect, default under certain other material
indebtedness, certain insolvency or receivership events affecting us and our material subsidiaries, certain ERISA events, material judgments and a change in control, in each case, subject to cure periods and thresholds where customary.
15. Fair Value Measurements
Accounting standards define fair value as the
price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value measurements are to be considered from the perspective of a market participant
that holds the asset or owes the liability. The standards also establish a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.
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The standards describe three levels of inputs that may be used to measure fair value:
Level 1 Quoted prices in active markets for identical or similar assets and liabilities.
Level 2 Quoted prices for identical or similar assets and liabilities in markets that are not
active or observable inputs other than quoted prices in active markets for identical or similar assets and liabilities. Level 2 assets and liabilities include
over-the-counter derivatives, principally forward foreign exchange contracts, whose value is determined using pricing models with inputs that are generally based on
published foreign exchange rates and exchange traded prices, adjusted for other specific inputs that are primarily observable in the market or can be derived principally from or corroborated by observable market data.
Level 3 Unobservable inputs that are supported by little or no market activity and that are significant to
the fair value of the assets or liabilities.
Valuation
Technique
The carrying value of our financial assets and liabilities, including cash and cash equivalents,
accounts receivable, commercial paper and accounts payable approximate fair value, without being discounted, due to the short periods during which these amounts are outstanding.
We are exposed to certain risks related to our ongoing business operations, including market risks related to fluctuation in currency exchange. We use foreign exchange
contracts to manage the risk of certain cross-currency business relationships to minimize the impact of currency exchange fluctuations on our earnings and cash flows. We do not hold or issue derivative financial instruments for trading or
speculative purposes. Foreign exchange contracts not designated as hedging instruments had a notional value of $4.1 million and $3.0 million as of December 31, 2022 and 2021, respectively. Our derivative assets include foreign
exchange contract derivatives that are measured at fair value using internal models based on observable market inputs such as forward rates and interest rates. Based on these inputs, the derivatives are classified within Level 2 of the
valuation hierarchy. Such derivative receivable amounts are recorded within Other current assets on our Combined Balance Sheets and were $0.1 million and $0.0 million as of the years ended December 31, 2022 and 2021,
respectively.
16. Restructuring
Overview
2022 Repositioning - In the fourth quarter of 2022, in response to economic uncertainty, we initiated modest workforce reductions of approximately 160 employees,
or about 2% of our global workforce. We expect to complete the program in the fourth quarter of 2023. We recorded a charge of $8.2 million for the year ended December 31, 2022.
2020 Repositioning - In the second quarter of 2020, we initiated actions in response to the adverse economic impact of
COVID-19. These actions include workforce reductions of approximately 570 employees, or about 8% of our global workforce, and the exiting of two leased office facilities and one leased warehouse facility. We
have completed this program and do not expect to incur additional restructuring charges. We recorded restructuring gain of $0.1 million for the year ended December 31, 2021. We recorded a charge of $10.9 million for the year ended
December 31, 2020.
2019 Repositioning - In the fourth quarter of 2019, we initiated actions to consolidate two manufacturing operations in Europe
within our Process Flow Technologies segment. In 2020, we recorded additional severance costs related to the final negotiation with the works council/union at both locations. These actions, taken together, included workforce reductions of
approximately 180 employees, or about 2% of our global workforce. We expect to complete the program in the fourth quarter of 2023. We recorded a gain of $4.0 million in 2022. We recorded charges of $0.1 million and $6.1 million for
the years ended December 31, 2021 and 2020, respectively.
2017 Repositioning - In the fourth quarter of 2017, we initiated broad-based repositioning
actions designed to improve profitability. These actions included headcount reductions of approximately 240 employees, or about 3% of our global workforce, and select facility
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consolidations in North America and Europe. In 2020, we adjusted the estimate downward to reflect the impact of employees that chose to voluntarily terminate prior to receiving severance at the
conclusion of the actions in North America. In 2021, we recorded a gain on sale of real estate related to these actions. We completed the program and do not expect to incur additional restructuring charges. We recorded a restructuring gain of
$13.2 million and $3.8 million for the years ended December 31, 2021 and 2020 respectively.
Restructuring Charges (Gains), Net
We recorded restructuring charges (gains) which are reflected in the Combined Statements of Operations, as follows:
(in millions) For the year ended December 31,
2022
2021
2020
Aerospace & Electronics
$
1.5
$
$
6.5
Process Flow Technologies
2.3
(13.2
)
6.1
Engineered Materials
0.4
0.6
Total restructuring charges (gains), net
$
4.2
$
(13.2
)
$
13.2
The following table summarizes our restructuring charges (gains) by program, cost type and segment for the years ended December 31,
2022, 2021 and 2020:
December 31, 2022
December 31, 2021
December 31, 2020
(in millions)
Severance
Other
Total
Severance
Other
Total
Severance
Other
Total
Aerospace & Electronics
$
1.5
$
$
1.5
$
$
$
$
$
$
Process Flow Technologies
6.3
6.3
Engineered Materials
0.4
0.4
2022 Repositioning
8.2
8.2
Aerospace & Electronics
$
$
$
$
$
$
$
6.5
$
$
6.5
Process Flow Technologies
(0.1
) (a)
(0.1
)
3.8
3.8
Engineered Materials
0.6
0.6
2020 Repositioning
(0.1
) (a)
(0.1
)
10.9
10.9
Process Flow Technologies
$
(1.2
) (a)
$
(2.8)
(b)
$
(4.0
)
$
0.1
$
$
0.1
$
6.1
(a)
$
$
6.1
2019 Repositioning
(1.2
) (a)
(2.8
) (b)
(4.0
)
0.1
0.1
6.1
6.1
Aerospace & Electronics
$
$
$
$
$
$
$
$
$
Process Flow Technologies
(0.4
) (a)
(12.8
) (b)
(13.2
)
(3.8
)
(3.8
)
2017 Repositioning
(0.4
) (a)
(12.8
) (b)
(13.2
)
(3.8
)
(3.8
)
Total
$
7.0
$
(2.8
)
$
4.2
$
(0.4
)
$
(12.8
)
$
(13.2
)
$
13.2
$
$
13.2
(a)
Reflects changes in estimates for increases and decreases in costs related to our restructuring programs.
(b)
Reflects a pre-tax gain related to the sale of real estate.
The following table summarizes the cumulative restructuring costs incurred through December 31, 2022. We do not expect to incur additional
facility consolidation costs to complete these actions as of December 31, 2022:
Cumulative Restructuring Costs
(in millions)
Severance
Other
Total
Aerospace & Electronics
$
1.5
$
$
1.5
Process Flow Technologies
6.3
6.3
Engineered Materials
0.4
0.4
2022 Repositioning
8.2
8.2
Aerospace & Electronics
$
6.5
$
$
6.5
Process Flow Technologies
3.7
3.7
Engineered Materials
0.6
0.6
2020 Repositioning
10.8
10.8
Process Flow Technologies
$
14.9
$ (2.8
)
$ 12.1
2019 Repositioning
14.9
(2.8
)
12.1
Aerospace & Electronics
$
1.3
$ (1.4
)
$ (0.1
)
Process Flow Technologies
13.1
(12.7
)
0.4
2017 Repositioning
$
14.4
$
(14.1
)
$
0.3
162
Table of Contents
Crane Company
(A Business of Crane Holdings, Co.)
Restructuring Liability
The following table summarizes the severance accrual balances related to these restructuring charges by program which are included within Accrued Liabilities
on our Combined Balance Sheets:
(in millions)
2022
Repositioning
2020
Repositioning
2019
Repositioning
2017
Repositioning
Total
Severance:
Balance as of December 31, 2020 (c)
$
$
1.4
$
16.0
$
4.2
$
21.6
Expense (a)
0.1
0.1
Adjustments (b)
(0.2
)
(0.3
)
(0.5
)
Utilization
(1.2
)
(4.6
)
(3.2
)
(9.0
)
Balance as of December 31, 2021 (c)
$
$
$
11.5
$
0.7
$
12.2
Charges (Gain) (a)
8.2
(1.2
)
7.0
Adjustments (b)
Utilization
(7.9
)
(0.6
)
(8.5
)
Balance as of December 31, 2022 (c)
$
8.2
$
$
2.4
$
0.1
$
10.7
(a)
Included within Restructuring charges (gains), net in the Combined Statements of Operations
(b)
Included within Restructuring charges (gains), net in the Combined Statements of Operations and reflects
changes in estimates for increases and decreases in costs
(c)
Included within Accrued Liabilities in the Combined Balance Sheets
163
Table of Contents
Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None