Item 1. Financial Statements
ITEM 1: FINANCIAL STATEMENTS
CRANE COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
Three Months Ended Nine Months Ended
September 30, September 30,
(in millions, except per share data) 2025 2024 2025 2024
Net sales $ 589.2 $ 548.3 $ 1,724.0 $ 1,587.1
Operating costs and expenses:
Cost of sales 337.9 321.3 992.8 941.8
Engineering, selling and administrative 132.9 128.0 408.8 375.7
Operating profit 118.4 99.0 322.4 269.6
Other income (expense):
Interest income 2.2 1.5 8.3 4.0
Interest expense ( 1.0 ) ( 7.3 ) ( 9.8 ) ( 21.9 )
Miscellaneous income, net 0.8 0.8 2.9 0.9
Total other income (expense), net 2.0 ( 5.0 ) 1.4 ( 17.0 )
Income from continuing operations before income taxes 120.4 94.0 323.8 252.6
Provision for income taxes 29.0 21.2 73.8 54.7
Net income from continuing operations attributable to common shareholders 91.4 72.8 250.0 197.9
Income from discontinued operations, net of tax (Note 3) — 4.5 34.9 15.8
Net income attributable to common shareholders $ 91.4 $ 77.3 $ 284.9 $ 213.7
Earnings per basic share:
Earnings per basic share from continuing operations $ 1.59 $ 1.27 $ 4.35 $ 3.46
Earnings per basic share from discontinued operations — 0.08 0.61 0.28
Earnings per basic share $ 1.59 $ 1.35 $ 4.96 $ 3.74
Earnings per diluted share:
Earnings per diluted share from continuing operations $ 1.56 $ 1.25 $ 4.27 $ 3.40
Earnings per diluted share from discontinued operations — 0.08 0.60 0.27
Earnings per diluted share $ 1.56 $ 1.33 $ 4.87 $ 3.67
Average shares outstanding:
Basic 57.6 57.2 57.5 57.1
Diluted 58.6 58.3 58.6 58.2
Dividends per share $ 0.23 $ 0.205 $ 0.69 $ 0.615
See Notes to Condensed Consolidated Financial Statements.
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CRANE COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(UNAUDITED)
Three Months Ended Nine Months Ended
September 30, September 30,
(in millions) 2025 2024 2025 2024
Net income attributable to common shareholders $ 91.4 $ 77.3 $ 284.9 $ 213.7
Components of other comprehensive income (loss), net of tax
Currency translation adjustment ( 8.2 ) 25.3 51.8 9.6
Changes in pension and postretirement plan assets and benefit obligation, net of tax 2.7 3.0 8.1 9.0
Other comprehensive (loss) income, net of tax ( 5.5 ) 28.3 59.9 18.6
Comprehensive income before allocation to noncontrolling interests 85.9 105.6 344.8 232.3
Less: Noncontrolling interests in comprehensive income — 0.1 — —
Comprehensive income attributable to common shareholders $ 85.9 $ 105.5 $ 344.8 $ 232.3
See Notes to Condensed Consolidated Financial Statements.
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CRANE COMPANY
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(in millions) September 30,
2025 December 31,
2024
Assets
Current assets:
Cash and cash equivalents $ 388.2 $ 306.7
Accounts receivable, net of allowance for doubtful accounts of $ 8.1 as of September 30, 2025 and $ 8.7 as of December 31, 2024
387.9 339.1
Inventories, net:
Finished goods 68.2 64.2
Finished parts and subassemblies 50.3 50.7
Work in process 58.0 51.4
Raw materials 218.2 214.1
Inventories, net 394.7 380.4
Other current assets 109.5 159.1
Current assets held for sale — 217.9
Total current assets 1,280.3 1,403.2
Property, plant and equipment:
Cost 737.8 682.9
Less: accumulated depreciation 459.4 421.6
Property, plant and equipment, net 278.4 261.3
Long-term deferred tax assets 6.1 11.2
Other assets 147.4 144.7
Intangible assets, net 152.7 159.9
Goodwill 684.1 661.6
Total assets $ 2,549.0 $ 2,641.9
See Notes to Condensed Consolidated Financial Statements.
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CRANE COMPANY
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(in millions, except per share and share data) September 30,
2025 December 31,
2024
Liabilities and equity
Current liabilities:
Accounts payable $ 149.5 $ 188.2
Accrued liabilities 231.1 303.2
U.S. and foreign taxes on income 11.4 7.9
Current liabilities held for sale — 44.1
Total current liabilities 392.0 543.4
Long-term debt, net — 247.0
Accrued pension and postretirement benefits 51.9 69.6
Long-term deferred tax liability 38.2 34.8
Other liabilities 98.4 106.1
Total liabilities 580.5 1,000.9
Commitments and contingencies (Note 12)
Equity:
Common shares, par value $ 1.00 ; 66,475,307 shares authorized; 57,593,476 and 57,290,198 shares issued and outstanding, respectively
57.6 57.3
Capital surplus 447.6 425.5
Retained earnings 1,463.0 1,217.8
Accumulated other comprehensive loss ( 2.0 ) ( 61.9 )
Total shareholders’ equity 1,966.2 1,638.7
Noncontrolling interests 2.3 2.3
Total equity 1,968.5 1,641.0
Total liabilities and equity $ 2,549.0 $ 2,641.9
See Notes to Condensed Consolidated Financial Statements.
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CRANE COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Nine Months Ended
September 30,
(in millions) 2025 2024
Operating activities:
Net income attributable to common shareholders $ 284.9 $ 213.7
Less: Income from discontinued operations, net of tax 34.9 15.8
Net income from continuing operations attributable to common shareholders 250.0 197.9
Depreciation and amortization 37.8 37.5
Stock-based compensation expense 25.4 18.4
Defined benefit plans and postretirement cost 6.1 2.4
Deferred income taxes — ( 3.2 )
Cash used for operating working capital ( 108.7 ) ( 176.9 )
Defined benefit plans and postretirement contributions ( 16.7 ) ( 16.6 )
Environmental payments, net of reimbursements ( 2.0 ) ( 3.5 )
Other ( 2.9 ) ( 0.2 )
Total provided by operating activities from continuing operations 189.0 55.8
Investing activities:
Payment for acquisitions - net of cash acquired and working capital adjustments ( 0.2 ) ( 161.7 )
Capital expenditures ( 43.7 ) ( 22.8 )
Other investing activities 0.5 5.6
Total used for investing activities from continuing operations ( 43.4 ) ( 178.9 )
Financing activities:
Dividends paid ( 39.7 ) ( 35.1 )
Net payments related to employee stock plans ( 5.9 ) ( 3.5 )
Debt refinancing costs ( 3.8 ) —
Proceeds from debt — 190.0
Repayments of debt ( 247.5 ) ( 106.9 )
Total (used for) provided by financing activities from continuing and discontinued operations ( 296.9 ) 44.5
Discontinued Operations:
Total provided by operating activities — 8.0
Total provided by (used for) investing activities (a)
213.6 ( 2.7 )
Increase in cash and cash equivalents from discontinued operations 213.6 5.3
Effect of exchange rates on cash and cash equivalents 19.2 1.9
Increase (decrease) in cash and cash equivalents 81.5 ( 71.4 )
Cash and cash equivalents at beginning of period 306.7 329.6
Cash and cash equivalents of continuing operations at end of period $ 388.2 $ 258.2
(a) For the nine months ended September 30, 2025, the cash provided by investing activities from discontinued operations was from the sale of the Engineered Materials segment. See Note 3, “Discontinued Operations” for additional information.
See Notes to Condensed Consolidated Financial Statements.
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CRANE COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Nine Months Ended
September 30,
(in millions) 2025 2024
Detail of cash used for operating working capital from continuing operations:
Accounts receivable $ ( 40.7 ) $ ( 73.2 )
Inventories ( 7.0 ) ( 27.4 )
Other current assets 47.8 ( 10.4 )
Accounts payable ( 36.0 ) ( 12.9 )
Accrued liabilities ( 77.0 ) ( 34.4 )
U.S. and foreign taxes on income 4.2 ( 18.6 )
Total $ ( 108.7 ) $ ( 176.9 )
Supplemental disclosure of cash flow information:
Interest paid $ 7.8 $ 19.3
Income taxes paid $ 71.4 $ 78.7
See Notes to Condensed Consolidated Financial Statements.
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CRANE COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(UNAUDITED)
(in millions, except share data) Common
Shares
Issued at
Par Value Capital
Surplus Retained
Earnings Accumulated
Other
Comprehensive
Loss Total
Share- holders’
Equity Non-controlling
Interest Total
Equity
BALANCE DECEMBER 31, 2024 57.3 $ 425.5 $ 1,217.8 $ ( 61.9 ) $ 1,638.7 $ 2.3 $ 1,641.0
Net income — — 107.1 — 107.1 — 107.1
Cash dividends ($ 0.23 per share)
— — ( 13.2 ) — ( 13.2 ) — ( 13.2 )
Exercise of stock options 0.1 4.0 — — 4.1 — 4.1
Impact from settlement of share-based awards, net of shares acquired 0.1 ( 14.6 ) — — ( 14.5 ) — ( 14.5 )
Impact from settlement of liability PRSUs (Note 1) — 5.7 — — 5.7 — 5.7
Stock-based compensation expense — 8.0 — — 8.0 — 8.0
Changes in pension and postretirement plan assets and benefit obligation, net of tax — — — 2.7 2.7 — 2.7
Currency translation adjustment — — — 18.3 18.3 — 18.3
BALANCE MARCH 31, 2025 57.5 $ 428.6 $ 1,311.7 $ ( 40.9 ) $ 1,756.9 $ 2.3 $ 1,759.2
Net income — — 86.4 — 86.4 — 86.4
Cash dividends ($ 0.23 per share)
— — ( 13.2 ) — ( 13.2 ) — ( 13.2 )
Exercise of stock options — 1.7 — — 1.7 — 1.7
Impact from settlement of share-based awards, net of shares acquired — ( 0.2 ) — — ( 0.2 ) — ( 0.2 )
Stock-based compensation expense — 10.3 — — 10.3 — 10.3
Changes in pension and postretirement plan assets and benefit obligation, net of tax — — — 2.7 2.7 — 2.7
Currency translation adjustment — — — 41.7 41.7 — 41.7
BALANCE JUNE 30, 2025 57.5 $ 440.4 $ 1,384.9 $ 3.5 $ 1,886.3 $ 2.3 $ 1,888.6
Net income — — 91.4 — 91.4 — 91.4
Cash dividends ($ 0.23 per share)
— — ( 13.3 ) — ( 13.3 ) — ( 13.3 )
Exercise of stock options 0.1 2.9 — — 3.0 — 3.0
Stock-based compensation expense — 4.3 — — 4.3 — 4.3
Changes in pension and postretirement plan assets and benefit obligation, net of tax — — — 2.7 2.7 — 2.7
Currency translation adjustment — — — ( 8.2 ) ( 8.2 ) — ( 8.2 )
BALANCE SEPTEMBER 30, 2025 57.6 $ 447.6 $ 1,463.0 $ ( 2.0 ) $ 1,966.2 $ 2.3 $ 1,968.5
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(in millions, except share data) Common
Shares
Issued at
Par Value Capital
Surplus Retained
Earnings Accumulated
Other
Comprehensive
Loss Total
Share- holders’
Equity Non-controlling
Interest Total
Equity
BALANCE DECEMBER 31, 2023 56.9 $ 398.2 $ 960.7 $ ( 58.0 ) $ 1,357.8 $ 2.5 $ 1,360.3
Net income — — 64.8 — 64.8 — 64.8
Cash dividends ($ 0.205 per share)
— — ( 11.7 ) — ( 11.7 ) — ( 11.7 )
Exercise of stock options 0.1 2.4 — — 2.5 — 2.5
Impact from settlement of share-based awards, net of shares acquired 0.1 ( 11.1 ) — — ( 11.0 ) — ( 11.0 )
Impact from settlement of liability PRSUs (Note 1) — 6.1 — — 6.1 — 6.1
Stock-based compensation expense — 5.4 — — 5.4 — 5.4
Changes in pension and postretirement plan assets and benefit obligation, net of tax — — — 3.0 3.0 — 3.0
Currency translation adjustment — — — ( 12.3 ) ( 12.3 ) ( 0.1 ) ( 12.4 )
BALANCE MARCH 31, 2024 57.1 $ 401.0 $ 1,013.8 $ ( 67.3 ) $ 1,404.6 $ 2.4 $ 1,407.0
Net income — — 71.6 — 71.6 — 71.6
Cash dividends ($ 0.205 per share)
— — ( 11.7 ) — ( 11.7 ) — ( 11.7 )
Exercise of stock options 0.1 3.5 — — 3.6 — 3.6
Impact from settlement of share-based awards, net of shares acquired — ( 0.2 ) — — ( 0.2 ) — ( 0.2 )
Stock-based compensation expense — 5.7 — — 5.7 — 5.7
Changes in pension and postretirement plan assets and benefit obligation, net of tax — — — 3.0 3.0 — 3.0
Currency translation adjustment — — — ( 3.3 ) ( 3.3 ) — ( 3.3 )
BALANCE JUNE 30, 2024 57.2 $ 410.0 $ 1,073.7 $ ( 67.6 ) $ 1,473.3 $ 2.4 $ 1,475.7
Net income — — 77.3 — 77.3 — 77.3
Cash dividends ($ 0.205 per share)
— — ( 11.7 ) — ( 11.7 ) — ( 11.7 )
Exercise of stock options — 1.8 — — 1.8 — 1.8
Impact from settlement of share-based awards — ( 0.2 ) — — ( 0.2 ) — ( 0.2 )
Stock-based compensation expense — 5.7 — — 5.7 — 5.7
Changes in pension and postretirement plan assets and benefit obligation, net of tax — — — 3.0 3.0 — 3.0
Currency translation adjustment — — — 25.2 25.2 0.1 25.3
BALANCE SEPTEMBER 30, 2024 57.2 $ 417.3 $ 1,139.3 $ ( 39.4 ) $ 1,574.4 $ 2.5 $ 1,576.9
See Notes to Condensed Consolidated Financial Statements.
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NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 1 - Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial reporting and the instructions to Form 10-Q and, therefore, reflect all adjustments which are, in the opinion of management, necessary for a fair statement of the results for the interim periods presented. All such adjustments are of a normal recurring nature. These interim condensed consolidated financial statements should be read in conjunction with the Consolidated Financial Statements and Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2024.
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. Certain amounts in the prior periods’ condensed consolidated financial statements have been reclassified to conform to the current period presentation.
Divestiture Engineered Materials
Effective on January 1, 2025, the Company completed the sale of the Engineered Materials segment for approximately $ 208.0 million, on a cash-free and debt-free basis. During the second quarter of 2025, the Company received $ 7.8 million related to a final working capital adjustment. In connection with the divestiture, the Company recognized a pre-tax gain of $ 43.5 million, recorded in income from discontinued operations.
As a result of the sale, the operating results of Engineered Materials are presented as discontinued operations and, as such, have been excluded from both continuing operations and segment results for all periods presented. Additionally, the assets and liabilities of the Engineered Materials segment were classified as held for sale at December 31, 2024. Throughout these notes, unless otherwise indicated, amounts and activity are presented on a continuing operations basis. See Note 3, “Discontinued Operations,” in the Notes to Financial Statements for additional details.
Liability Performance-Based Restricted Share Units
As a result of the April 3, 2023 separation into two independent, publicly-traded companies, Crane NXT, Co. and Crane Company (the “Separation”), certain executives hold 3-year, cliff vesting performance-based restricted share units (“PRSUs”) that have undergone an equity-to-liability modification and are denominated in Crane NXT, Co. stock. The outstanding PRSUs relate to grants made prior to the Separation transaction and will complete vesting in February 2026. During the first quarter of 2025 and 2024, 88,505 and 101,182 units vested and were settled by Crane NXT Co., respectively. The impact from the settlement of this liability was reflected on the Condensed Consolidated Statement of Changes in Equity as a $ 5.7 million and $ 6.1 million capital contribution as of March 31, 2025 and 2024, respectively. As of September 30, 2025 and December 31, 2024, the liability balance was $ 4.1 million and $ 7.4 million, respectively, and included in “Other liabilities” on our Condensed Consolidated Balance Sheets.
Recent Accounting Pronouncements - Not Yet Adopted as of September 30, 2025
In December 2023, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The amendments require that public business entities disclose specific categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold (if the effect of those reconciling items is equal to or greater than 5 percent of the amount computed by multiplying pretax income by the applicable statutory income tax rate). The amendments are effective for fiscal years beginning after December 15, 2024 and should be applied on a prospective basis. This accounting standard will enhance tax disclosures in the Company's annual reporting but has no impact on reported income tax expense or related tax assets or liabilities.
In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”). The amendment requires new financial statement disclosures to provide disaggregated information for certain types of expenses, including purchases of inventory, employee compensation, depreciation, and amortization in commonly presented expense captions such as cost of revenue and selling, general and administrative expenses. The amendments in this ASU are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. Upon adoption, ASU 2024-03 is required to be applied on a prospective basis while retrospective application is permitted. We are currently evaluating this guidance to determine the impact on our disclosures.
In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. The amendments in this update improve the operability of the guidance by removing all references to software development project stages so that the guidance is neutral to different software development methods. This update is effective for annual periods beginning after December 15, 2027, including interim periods within those fiscal years, though early adoption is permitted. We are currently evaluating this guidance to determine the impact on our financial statements.
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NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The Company considered the applicability and impact of all other 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 Company's Condensed Consolidated Statement of Operations, Balance Sheets and Cash Flows.
Note 2 - Acquisitions
Entry into a Definitive Agreement to Acquire Precision Sensors & Instrumentation
On June 6, 2025, the Company entered into a definitive Purchase Agreement with the Baker Hughes Company for the acquisition of Precision Sensors & Instrumentation (“PSI”). PSI is a leading provider of sensor-based technologies for aerospace, nuclear and process industries. The purchase price of the transaction is $ 1,150.0 million, subject to post-closing adjustments. The transaction is expected to close at the end of 2025 or early 2026, contingent upon regulatory approvals and the satisfaction of customary closing conditions. We intend to finance the acquisition with a combination of cash on hand and additional debt (see Note 13). PSI is expected to have 2025 sales of approximately $ 390 million.
Technifab Acquisition
On November 1, 2024, the Company completed the acquisition of Technifab Products, Inc. (“Technifab”) for $ 38.8 million, on a cash-free and debt-free basis. During the first quarter of 2025, the Company paid $ 0.2 million to the seller related to a final working capital adjustment.
Note 3 - Discontinued Operations
Engineered Materials
Effective on January 1, 2025, the Company completed the sale of the Engineered Materials segment for approximately $ 208.0 million, on a cash-free and debt-free basis. During the second quarter of 2025, the Company received $ 7.8 million related to a final working capital adjustment.
The following represents financial results from Engineered Materials included in discontinued operations:
Three Months Ended Nine Months Ended
September 30, September 30,
(in millions) 2025 2024 2025 2024
Net sales $ — $ 48.9 $ — $ 156.6
Cost of sales — 37.6 — 119.2
Engineering, selling and administrative — 5.1 — 15.8
Operating profit — 6.2 — 21.6
Gain on sale of business — — 43.5 —
Other expense, net — ( 0.1 ) — ( 0.4 )
Net income from discontinued operations before income taxes — 6.1 43.5 21.2
Provision for income taxes — 1.6 8.6 5.4
Income from discontinued operations, net of tax $ — $ 4.5 $ 34.9 $ 15.8
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NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The major categories of assets and liabilities included in assets of discontinued operations and liabilities of discontinued operations are as follows:
(in millions) December 31, 2024
Assets:
Cash and Cash Equivalents $ 1.5
Accounts receivable, net 9.2
Inventories, net 8.1
Other current assets 1.4
Property, plant and equipment, net 25.3
Other assets 0.4
Intangible assets, net 0.7
Goodwill 171.3
Current assets held for sale $ 217.9
Liabilities:
Accounts payable 16.8
Accrued liabilities 7.9
Long-term deferred tax liability 19.2
Other liabilities 0.2
Current liabilities held for sale $ 44.1
Note 4 - Segment Results
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 legacy environmental liabilities, as such liabilities 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 in our Annual Report on Form 10-K for the year ended December 31, 2024. We account for intersegment sales and transfers as if the sales or transfers were to third parties at current market prices.
The Company’s segments maintain separate financial information. The Chief Operating Decision Maker (“CODM”), who is the Company’s Chief Executive Officer, uses forecast-to-actual variances and year-over-year variances on a monthly basis when assessing segment performance and forecasts in deciding how to allocate resources among the segments. The CODM evaluates the performance of the Company’s segments based on operating profit. We currently have two reporting segments: Aerospace & Electronics and Process Flow Technologies.
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
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NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
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.
Financial information by reportable segment is set forth below.
Three Months Ended Nine Months Ended
September 30, September 30,
(in millions) 2025 2024 2025 2024
Net Sales:
Aerospace & Electronics $ 270.2 $ 239.1 $ 777.3 $ 695.9
Process Flow Technologies 319.0 309.2 946.7 891.2
TOTAL NET SALES $ 589.2 $ 548.3 $ 1,724.0 $ 1,587.1
Cost of Sales:
Aerospace & Electronics $ 162.7 $ 144.8 $ 462.8 $ 430.4
Process Flow Technologies 175.2 176.5 530.0 511.4
TOTAL COST OF SALES $ 337.9 $ 321.3 $ 992.8 $ 941.8
Engineering, selling and administrative:
Aerospace & Electronics $ 39.8 $ 39.4 $ 114.3 $ 109.6
Process Flow Technologies 73.0 67.2 219.2 197.9
Corporate 20.1 21.4 75.3 68.2
TOTAL ENGINEERING, SELLING AND ADMINISTRATIVE $ 132.9 $ 128.0 $ 408.8 $ 375.7
Operating profit:
Aerospace & Electronics $ 67.7 $ 54.9 $ 200.2 $ 155.9
Process Flow Technologies 70.8 65.5 197.5 181.9
Corporate ( 20.1 ) ( 21.4 ) ( 75.3 ) ( 68.2 )
TOTAL OPERATING PROFIT $ 118.4 $ 99.0 $ 322.4 $ 269.6
Interest income 2.2 1.5 8.3 4.0
Interest expense ( 1.0 ) ( 7.3 ) ( 9.8 ) ( 21.9 )
Miscellaneous income, net 0.8 0.8 2.9 0.9
Income from continuing operations before income taxes $ 120.4 $ 94.0 $ 323.8 $ 252.6
Three Months Ended Nine Months Ended
September 30, September 30,
(in millions) 2025 2024 2025 2024
Depreciation and amortization:
Aerospace & Electronics $ 4.2 $ 5.6 $ 13.5 $ 16.6
Process Flow Technologies 8.0 7.2 24.2 20.8
Corporate — — 0.1 0.1
TOTAL DEPRECIATION AND AMORTIZATION $ 12.2 $ 12.8 $ 37.8 $ 37.5
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NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Nine Months Ended
September 30,
(in millions) 2025 2024
Capital expenditures:
Aerospace & Electronics $ 17.4 $ 5.8
Process Flow Technologies 26.3 17.0
TOTAL CAPITAL EXPENDITURES $ 43.7 $ 22.8
(in millions) September 30, 2025 December 31, 2024
Assets:
Aerospace & Electronics $ 941.6 $ 896.2
Process Flow Technologies 1,325.0 1,265.0
Corporate 282.4 262.8
Assets held for sale — 217.9
TOTAL ASSETS $ 2,549.0 $ 2,641.9
(in millions) September 30, 2025 December 31, 2024
Goodwill:
Aerospace & Electronics $ 248.6 $ 248.5
Process Flow Technologies 435.5 413.1
TOTAL GOODWILL $ 684.1 $ 661.6
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NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 5 - Revenue
Disaggregation of Revenues
The following table presents net sales disaggregated by product line for each segment:
Three Months Ended Nine Months Ended
September 30, September 30,
(in millions) 2025 2024 2025 2024
Aerospace & Electronics
Commercial Original Equipment $ 99.5 $ 90.5 $ 290.1 $ 264.6
Military Original Equipment 76.8 70.0 221.3 208.3
Commercial Aftermarket Products 67.0 54.4 184.6 157.4
Military Aftermarket Products 26.9 24.2 81.3 65.6
Total Aerospace & Electronics $ 270.2 $ 239.1 $ 777.3 $ 695.9
Process Flow Technologies
Process Valves and Related Products $ 238.2 $ 234.9 $ 712.9 $ 675.6
Commercial Valves 38.2 36.8 112.7 103.4
Pumps and Systems 42.6 37.5 121.1 112.2
Total Process Flow Technologies $ 319.0 $ 309.2 $ 946.7 $ 891.2
Net Sales $ 589.2 $ 548.3 $ 1,724.0 $ 1,587.1
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 September 30, 2025, total backlog was $ 1,437.1 million. We expect to recognize approximately 37 % of our remaining performance obligations as revenue in 2025, an additional 50 % in 2026 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” on our Condensed Consolidated Balance Sheets, and contract liabilities, which are included within “Accrued liabilities” on our Condensed 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) September 30, 2025 December 31, 2024
Contract assets $ 74.4 $ 65.7
Contract liabilities $ 40.9 $ 36.3
We recognized revenue of $ 4.4 million and $ 30.0 million during the three and nine months ended September 30, 2025, respectively, related to contract liabilities as of December 31, 2024.
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Note 6 - Earnings Per Share
Our basic earnings per share calculations are based on the weighted average number of common shares outstanding during the period. Potentially dilutive securities include outstanding stock options, restricted share units, deferred stock units and performance-based restricted share units. The 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 potentially dilutive common shares outstanding during the period.
Three Months Ended Nine Months Ended
September 30, September 30,
(in millions, except per share data) 2025 2024 2025 2024
Net income from continuing operations attributable to common shareholders $ 91.4 $ 72.8 $ 250.0 $ 197.9
Income from discontinued operations, net of tax (Note 3) — 4.5 34.9 15.8
Net income attributable to common shareholders $ 91.4 $ 77.3 $ 284.9 $ 213.7
Average basic shares outstanding 57.6 57.2 57.5 57.1
Effect of dilutive share-based awards 1.0 1.1 1.1 1.1
Average diluted shares outstanding 58.6 58.3 58.6 58.2
Earnings per basic share:
Earnings per basic share from continuing operations $ 1.59 $ 1.27 $ 4.35 $ 3.46
Earnings per basic share from discontinued operations — 0.08 0.61 0.28
Earnings per basic share $ 1.59 $ 1.35 $ 4.96 $ 3.74
Earnings per diluted share:
Earnings per diluted share from continuing operations $ 1.56 $ 1.25 $ 4.27 $ 3.40
Earnings per diluted share from discontinued operations — 0.08 0.60 0.27
Earnings per diluted share $ 1.56 $ 1.33 $ 4.87 $ 3.67
Stock options, restricted share units, deferred stock units and performance-based restricted share units that were excluded from the calculation of diluted earnings per share because their effect is anti-dilutive was 0.2 million for both the three and nine months ended September 30, 2025 and 2024.
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Note 7 - Changes in Accumulated Other Comprehensive Loss
The table below provides the accumulated balances for each classification of accumulated other comprehensive income (loss), as reflected on our Condensed Consolidated Balance Sheets.
(in millions) Defined Benefit Pension and Postretirement Items Currency Translation Adjustment Total (a)
Balance as of December 31, 2024 $ ( 244.3 ) $ 182.4 $ ( 61.9 )
Other comprehensive income before reclassifications — 51.8 51.8
Amounts reclassified from accumulated other comprehensive loss 8.1 — 8.1
Net period other comprehensive income 8.1 51.8 59.9
Balance as of September 30, 2025 $ ( 236.2 ) $ 234.2 $ ( 2.0 )
(a) Net of tax benefit of $ 91.4 million and $ 94.2 million as of September 30, 2025 and December 31, 2024, respectively.
The table below illustrates the amounts reclassified out of each component of accumulated other comprehensive loss for the three and nine months ended September 30, 2025 and 2024. Amortization of pension and postretirement components has been recorded within “Miscellaneous income, net” on our Condensed Consolidated Statements of Operations.
Three Months Ended September 30, Nine Months Ended September 30,
(in millions) 2025 2024 2025 2024
Amortization of pension items:
Prior service costs $ 0.2 $ 0.2 $ 0.5 $ 0.6
Net loss 3.5 3.8 10.5 11.3
Amortization of postretirement items:
Net gain ( 0.1 ) ( 0.1 ) ( 0.3 ) ( 0.3 )
Total before tax $ 3.6 $ 3.9 $ 10.7 $ 11.6
Tax impact 0.9 0.9 2.6 2.6
Total reclassifications for the period $ 2.7 $ 3.0 $ 8.1 $ 9.0
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Note 8 - Defined Benefit and Postretirement Benefits
For all plans, the components of net periodic benefit for the three months ended September 30, 2025 and 2024 are as follows:
Pension Postretirement
(in millions) 2025 2024 2025 2024
Service cost $ 0.8 $ 0.9 $ — $ —
Interest cost 8.6 8.6 — —
Expected return on plan assets ( 11.0 ) ( 12.5 ) — —
Amortization of prior service cost 0.2 0.2 — —
Amortization of net loss (gain) 3.5 3.8 ( 0.1 ) ( 0.1 )
Net periodic loss (benefit) (a)
$ 2.1 $ 1.0 $ ( 0.1 ) $ ( 0.1 )
(a) Includes $ 0.1 million of pension net periodic loss related to discontinued operations for the three months ended September 30, 2024.
For all plans, the components of net periodic benefit for the nine months ended September 30, 2025 and 2024 are as follows:
Pension Postretirement
(in millions) 2025 2024 2025 2024
Service cost $ 2.5 $ 2.7 $ — $ —
Interest cost 25.9 25.9 0.1 0.1
Expected return on plan assets ( 33.1 ) ( 37.5 ) — —
Amortization of prior service cost 0.5 0.6 — —
Amortization of net loss (gain) 10.5 11.3 ( 0.3 ) ( 0.3 )
Net periodic loss (benefit) (a)
$ 6.3 $ 3.0 $ ( 0.2 ) $ ( 0.2 )
(a) Includes $ 0.4 million of pension net periodic loss related to discontinued operations for the nine months ended September 30, 2024.
The components of net periodic benefit, other than the service cost component, are included in “Miscellaneous income, net” in our Condensed Consolidated Statements of Operations. Service cost is recorded within “Cost of sales” and “Engineering, selling, and administrative” in our Condensed Consolidated Statements of Operations.
We expect to contribute the following to our pension and postretirement plans:
(in millions) Pension Postretirement
Expected contributions in 2025 $ 16.8 $ 0.4
Amounts contributed during the nine months ended September 30, 2025
$ 16.4 $ 0.3
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Note 9 - Income Taxes
Effective Tax Rates
Our quarterly provision for income taxes is measured using an annual effective tax rate, adjusted for discrete items within the periods presented.
Our effective tax rates are as follows:
Three Months Ended September 30, Nine Months Ended September 30,
2025 2024 2025 2024
Effective Tax Rate 24.1 % 22.6 % 22.8 % 21.7 %
Our effective tax rate for the three months and nine months ended September 30, 2025 is higher than the prior year’s comparable period, primarily due to higher statutorily non-deductible costs, partially offset by greater benefit related to share-based compensation and lower non-U.S. taxes.
Our effective tax rate for the three months and nine months ended September 30, 2025 is higher than the statutory U.S. federal tax rate of 21%, primarily due to earnings in jurisdictions with statutory tax rates higher than the United States, expenses that are statutorily non-deductible for income tax purposes and the impact of U.S. state taxes, partially offset by excess share-based compensation benefits, tax credit utilization, and the statutory U.S. deduction related to our non-U.S. subsidiaries’ income.
Unrecognized Tax Benefits
During the three months ended September 30, 2025, our gross unrecognized tax benefits, excluding interest and penalties, increased by $ 0.5 million, primarily due to increases in tax positions taken in the current period, partially offset by decreases in tax positions taken during a prior period. During the nine months ended September 30, 2025, our gross unrecognized tax benefits, excluding interest and penalties, increased by $ 1.4 million, primarily due to increases in tax positions taken in the current and prior periods, partially offset by reductions from the expiration of statutes of limitations.
During the three months and nine months ended September 30, 2025, the total amount of unrecognized tax benefits that, if recognized, would cause our effective tax rate to increase by $ 0.7 million and $ 1.5 million, respectively. The difference between these amounts relates to (1) offsetting tax effects from other tax jurisdictions, and (2) interest expense, net of deferred taxes.
During the three months and nine months ended September 30, 2025, we recognized $ 0.2 million and $ 0.3 million, respectively, of interest (income)/expense related to unrecognized tax benefits in our Condensed Consolidated Statement of Operations. As of September 30, 2025 and December 31, 2024, the total amount of accrued interest and penalty expenses related to unrecognized tax benefits recorded in our Condensed Consolidated Balance Sheets was $ 3.0 million and $ 2.7 million, respectively.
During the next twelve months, it is reasonably possible that our unrecognized tax benefits may decrease by $ 0.4 million due to expiration of statutes of limitations and settlements with tax authorities. 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.
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Note 10 - Goodwill and 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” as it relates to the accounting for goodwill in our condensed consolidated financial statements. These provisions require that we, on at least an annual basis, evaluate the fair value of the reporting units to which goodwill is assigned and attributed and compare that fair value to the carrying value of the reporting unit to determine if an impairment has occurred. We perform our annual impairment testing during the fourth quarter. Impairment testing takes place more often than annually if events or circumstances indicate a change in status that would indicate a potential impairment. We believe that there have been no events or circumstances which would more likely than not reduce the fair value for 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 September 30, 2025, we had three reporting units.
Intangibles with indefinite useful lives, consisting of trade names, 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 the relief from royalty method. We amortize the cost of definite-lived intangibles over their estimated useful lives. We also 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.
Changes to goodwill are as follows:
(in millions) Aerospace & Electronics Process Flow Technologies Total
Balance as of December 31, 2024 $ 248.5 $ 413.1 $ 661.6
Acquisition (a)
— 0.2 0.2
Currency translation 0.1 22.2 22.3
Balance as of September 30, 2025 $ 248.6 $ 435.5 $ 684.1
(a) For the period ended September 30, 2025, adjustments within the Process Flow Technologies segment of $ 0.2 million relate to the Technifab final working capital adjustment. See Note 2, “Acquisitions,” in the Notes to the Condensed Consolidated Financial Statements for further information.
As of September 30, 2025, we had $ 152.7 million of net intangible assets, of which $ 23.0 million were intangibles with indefinite useful lives. As of December 31, 2024, we had $ 159.9 million of net intangible assets, of which $ 21.4 million were intangibles with indefinite useful lives.
Changes to intangible assets are as follows:
(in millions) Nine Months Ended September 30,2025 Year Ended December 31, 2024
Balance at beginning of period, net of accumulated amortization $ 159.9 $ 87.1
Additions (a)
— 92.4
Amortization expense ( 10.7 ) ( 17.6 )
Currency translation and other 3.5 ( 2.0 )
Balance at end of period, net of accumulated amortization $ 152.7 $ 159.9
(a) For the year ended December 31, 2024, additions of $ 92.4 million relate to the acquisitions of Vian Enterprises, Inc., CryoWorks, Inc. and Technifab.
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A summary of intangible assets are as follows:
September 30, 2025 December 31, 2024
( dollars in millions )
Weighted Average
Amortization Period of Definite Lived Assets (in years) Gross
Asset Accumulated
Amortization Net Gross
Asset Accumulated
Amortization Net
Intellectual property rights 16.4 $ 82.0 $ 44.3 $ 37.7 $ 79.8 $ 42.4 $ 37.4
Customer relationships and backlog 20.5 194.6 81.2 113.4 191.0 70.2 120.8
Drawings 40.0 11.1 10.9 0.2 11.1 10.8 0.3
Other 25.9 38.4 37.0 1.4 37.9 36.5 1.4
Total 20.8 $ 326.1 $ 173.4 $ 152.7 $ 319.8 $ 159.9 $ 159.9
Future amortization expense associated with intangible assets is expected to be:
(in millions)
Remainder of 2025 $ 3.2
2026 12.2
2027 11.5
2028 10.3
2029 10.3
2030 and after 82.2
Note 11 - Accrued Liabilities
Accrued liabilities consist of:
(in millions) September 30,
2025 December 31,
2024
Employee related expenses $ 92.4 $ 116.2
Current lease liabilities 13.5 13.0
Contract liabilities 40.9 36.3
Environmental liabilities 7.8 7.9
Other 76.5 129.8
Total $ 231.1 $ 303.2
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Note 12 - Commitments and 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 September 30, 2025 is substantially related to the former manufacturing site in Goodyear, Arizona (the “Goodyear Site”) discussed below.
On August 12, 2022, Crane Holdings, Co., Crane Company, a then wholly-owned subsidiary of Crane Holdings, Co., and Redco Corporation (f/k/a Crane Co. (“Redco”)) a then 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 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”). 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. Such covenants and obligations include obligations of Crane Company to indemnify Redco and its affiliates for all other historical liabilities of Redco, which include certain potential environmental liabilities. Crane Holdings, Co. guaranteed the full payment and performance of Crane Company’s indemnification obligations under the Redco Purchase Agreement. On April 3, 2023, Crane Holdings, Co. completed the Separation, pursuant to which, among other things, all outstanding shares of Crane Company were distributed to Crane Holdings, Co.’s stockholders. Upon completion of the Separation, pursuant to the terms of the Redco Purchase Agreement, Crane Holdings, Co. was released from its guarantee of Crane Company’s 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, following completion of the Separation, Crane Company 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 to further transfer this environmental liability to Crane Company upon effectiveness of the Separation. The potential liability for the Crab Orchard Site referenced below remains a direct obligation of Redco. As noted above, however, Crane Company has agreed to indemnify Redco and Redco Buyer against the Goodyear, Roseland, and Crab Orchard environmental liabilities. Thus, references below in this Note 12 to “we”, and “us” refer to Crane Company in its capacity as the primarily responsible party for the Goodyear and Roseland Sites, and as indemnitor to and agent for the Redco and 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 Crane Co. (n/k/a Redco) acquired UPI’s parent company, UniDynamics Corporation. UPI was an indirect subsidiary of Crane Holdings, Co. pre-Separation and became an indirect subsidiary of Crane Company following completion of the Separation. 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 remediation of the PGA North Site comprises two main remedial components: a plume management and remediation system (in accordance with the requirements of the 2006 Consent Decree) and source area remediation (to comply with the requirements of the 2014 ROD Amendment). The 2019 conceptual agreement and modified remedial approach focused on enhanced extraction of contaminated groundwater and targeted reinjection of treated groundwater and was designed to accelerate remedial progress at the site. The modified remedial approach required certain capital investments and infrastructure upgrades across the broader plume area, with the final components of this approach commissioned in 2022. In addition, the modified source area treatment remedy was commissioned in late 2023. As part of our approved remedial plans, the Company is required to conduct periodic groundwater monitoring to demonstrate the effectiveness of these system enhancements and provide the EPA with a report evaluating remedial performance, restoration time frames and potential inefficiencies (which may warrant further system upgrade or modifications). The year 2027 was selected as a milestone to enable the collection of 3 to 4 years of post-commissioning data, analysis of data and submission of a performance monitoring report to the EPA with recommendations. This report will document the project restoration time frames for groundwater and outline the future operational scheme, including the key milestones for transitioning from active
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groundwater treatment to monitoring only. This report will be submitted to the EPA for approval and in combination with regulatory discussions and consultations, and is expected to provide clarity on future remedial requirements at the site and associated costs. The total estimated gross liability was $ 13.7 million and $ 16.4 million as of September 30, 2025 and December 31, 2024, respectively, and as described below, a portion is reimbursable by the U.S. Government. The current portion of the total estimated liability was $ 7.8 million as of September 30, 2025 and December 31, 2024, respectively, and represents our best estimate, in consultation with our technical advisors, of total remediation costs expected to be paid during the next 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 September 30, 2025 and December 31, 2024, we recorded a receivable of $ 2.2 million and $ 3.0 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 Resistoflex’s 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 site’s 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 have completed a comprehensive delineation of contaminants of concern in soil, groundwater, surface water, sediment, and indoor air in certain buildings, as well as required soil and groundwater remediation at the site all in accordance with the New Jersey Department of Environmental Protection (“NJDEP”) guidelines and directives. We completed our remediation action reports and subsequently submitted our permit applications for soil and groundwater in April 2021 and March 2024, respectively. Our permit application for soil was accepted by the NJDEP in May 2025, and we expect feedback on our groundwater permit application within two years. We anticipate that only periodic inspections and monitoring will be required at the site for the near to medium term.
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 (“RI-FS”) for portions of the Crab Orchard Site, which include areas where UniDynamics maintained operations, pursuant to an Administrative Order on Consent (the “AOC”). 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 (“ROD”) may be issued. As noted above, we have agreed to indemnify Redco against the Crab Orchard environmental liabilities, and accordingly we act as Redco’s 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 in performing its obligations under the AOC, 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 since stepped into Redco’s 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-OTS’s 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 that we expect to continue to be, in the aggregate, an immaterial amount. We understand that
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GD-OTS has also reached agreements with the U.S. Government and other participating PRPs related to the first-phase areas of concern.
Ensuing negotiations between GD-OTS, the U.S. Government and remaining participants with respect to resolution of the U.S. Government’s liability for, and contribution claims with respect to, RI/FS costs associated with the remaining areas of the site, including those portions of the Crab Orchard Site where Redco’s predecessor conducted manufacturing and research activities, have resulted in the consummation of a consent decree for resolving the U.S. Government’s share of RI/FS costs and our liability to the United States for its claimed past response costs, which was entered by the United States District Court for the Southern District of Illinois on June 12, 2025. In addition, we have entered into separate settlement and escrow agreements to memorialize the parties’ agreement with respect to their respective contributions to the United States’ response costs, pursuant to which we made an immaterial payment.
There has not been a resolution of GD-OTS’ claim against us for costs that GD-OTS has incurred and expects to incur in performing its obligations under the AOC. We at present cannot predict when any determination of the ultimate allocable share of GD-OTS response costs for which we may be liable is likely to be completed. Further, none of these discussions, or the recently-entered consent decree, address responsibility for the performance of, or payment of costs incurred in connection with, any remedial design or remedial action that may be required pursuant to the ROD (when it is ultimately issued). 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 coverage, subject to reservations of rights.
LyondellBasell Chemical Leak
In July 2023, Crane Company, along with certain of its subsidiaries (“Crane”), were added as defendants in ongoing product liability/personal injury lawsuits filed by 58 victims of a 2021 chemical leak incident that occurred at a LyondellBasell facility in La Porte, Texas. The multi-district lawsuits were consolidated for proceedings in state court in Harris County, Texas, and were pending since 2021, when the initial set of defendants were sued. Crane was alleged to have manufactured a valve involved in the incident. Plaintiffs added other defendants to the suits in July 2023 who allegedly either sold or serviced the subject valve or a valve accessory, and discovery for the newly added defendants began moving forward in February 2024. Crane had valid defenses, and insurance coverage that attached after a modest self-insured retention. All of our insurance providers were timely notified of this potential liability and cooperated with Crane as it engaged in the litigation process. An initial settlement agreement was reached with a portion of the claimants in September 2024, and final settlement agreements were reached with all remaining claimants in February 2025. The entire settlement amount, except for our modest deductible obligation, was within our coverage limits and the insurance carriers have fully funded the settlements as of June 30, 2025. There was no material loss related to this matter as it was covered by insurance.
Marion, NC Site Hurricane Damage and Recovery
In September 2024, our manufacturing site in Marion, North Carolina was directly affected by flooding from Hurricane Helene. Our insurance generally covers the repair or replacement of assets that suffered damage or loss and also provides business interruption coverage, including lost profits, and reimbursement for other expenses and costs that have been incurred relating to the damages and losses suffered. The recovery related to business interruption is recognized when realized and received. We are working with our insurance carrier to ascertain the amount of insurance recoveries due to us as a result of the damage and loss we incurred, as such the timing of insurance proceeds will lag behind actual losses incurred.
For the three months ended September 30, 2025 and 2024, we incurred expenses of $ 0.5 million and $ 3.7 million, respectively, and for the nine months ended September 30, 2025 and 2024, we incurred expenses of $ 6.3 million and $ 3.7 million, respectively, primarily related to damages caused by the hurricane, which included professional fees to restore and maintain the site. These costs are included in Engineering, selling and administrative expenses in the Condensed Consolidated Statements of Operations. On a cumulative basis, we incurred expenses of $ 29.6 million related to damages caused by the hurricane and received corresponding insurance recoveries of $ 29.1 million. During the three and nine months ended September 30, 2025, we also received insurance proceeds for lost profits of $ 2.7 million and $ 6.7 million, respectively, included in Miscellaneous income, net in the Condensed Consolidated Statements of Operations.
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The following table summarizes the components of Loss from natural disaster, net of insurance recoveries and business interruption proceeds:
Three Months Ended Nine Months Ended
September 30, September 30,
(in millions) 2025 2024 2025 2024
Site clean-up and remediation costs $ 0.3 $ — $ 5.0 $ —
Impairment and Repairs of property, plant and equipment 0.1 2.9 0.9 2.9
Impairment and rework of inventory — 0.8 0.1 0.8
Other 0.1 — 0.3 —
Total expenses and losses $ 0.5 $ 3.7 $ 6.3 $ 3.7
Insurance recoveries received $ ( 0.5 ) $ — $ ( 6.3 ) $ —
Insurance recoveries to be received — ( 3.2 ) — ( 3.2 )
Loss from natural disaster, net of insurance recoveries $ — $ 0.5 $ — $ 0.5
Insurance proceeds for lost profits $ 2.7 $ — $ 6.7 $ —
September 30, 2025
Insurance recoveries receivable, net of deductible as of December 31, 2024 $ 2.8
Expenses incurred during the period ended September 30, 2025 6.3
Insurance proceeds for property damage ( 9.1 )
Insurance recoveries receivable, net of deductible as of September 30, 2025 (a)
$ —
(a) Included in Other current assets in the Condensed Consolidated Balance Sheets.
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, including government contracting violations, 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 September 30, 2025, 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.
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NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 13 - Financing
Our long-term debt consisted of the following:
(in millions) September 30,
2025 December 31,
2024
2023 Term Facility (a)
$ — $ 247.0
Total long-term debt $ — $ 247.0
(a) Debt issuance costs totaled $ 0.5 million as of December 31, 2024, and has been netted against the aggregate principal amount.
The Company made principal prepayments of $ 247.5 million and $ 1.9 million on the 2023 Term Facility during the nine months ended September 30, 2025 and 2024, respectively.
On September 30, 2025, Crane Company entered into a credit agreement (the “Credit Agreement”), by and among the Company, as borrower, CR Holdings, C.V., a subsidiary of the Company, as a subsidiary borrower, the lenders and issuing banks party thereto and JPMorgan Chase Bank, N.A., as administrative agent. The Credit Agreement provides for a senior unsecured delayed draw term loan facility in an aggregate principal amount of $ 900 million (the “Term Facility”), which matures on September 30, 2030, and a senior unsecured revolving facility in an aggregate committed amount of $ 900 million (the “Revolving Facility”), which also matures on September 30, 2030. The Term Facility will be used to fund (together with cash on hand) the consummation of the Company’s previously announced acquisition of PSI. Debt refinancing fees associated with the Revolving Facility were $ 3.8 million, and are included in other assets on the condensed consolidated balance sheets.
In connection with the entry into the Credit Agreement, the Company’s existing credit agreement, dated as of March 17, 2023, was terminated.
The Revolving Facility allows us to borrow, repay and re-borrow funds from time to time prior to the 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. Borrowings made in U.S. dollars shall bear interest based, at the Company’s option, (i) on an alternate base rate plus a margin, or (ii) on a term SOFR rate plus a margin. Borrowings made in Euros shall bear interest based on an adjusted EURIBOR rate plus a margin. Borrowings made in Canadian Dollars shall bear interest based on an adjusted CORRA rate plus a margin as described below. The margin for each of the foregoing rates (other than the alternate base rate) ranges from 1.50 % to 2.25 % based on the Company’s consolidated total net leverage ratio (the “Pricing Ratio”). The margin for alternate base rate borrowings ranges from 0.50 % to 1.25 % depending on the Pricing Ratio. A commitment fee on the daily unused portion of the commitments under the Revolving Facility will accrue at a rate per annum ranging from 0.20 % to 0.35 % depending on the Pricing Ratio. A ticking fee on the daily unused portion of the commitments under the Term Facility will accrue at a rate per annum ranging from 0.20 % to 0.35 % depending on the Pricing Ratio during the period from and including the date that is 90 days after September 30, 2025 until the earlier of (i) the date on which the delayed draw term loans under the Term Facility are funded (the “Term Facility Funding Date” and such loans, the “Term Loans”) and (ii) the termination of all commitments under the Term Facility.
The Company will be required to repay borrowings under the Term Facility on the last day of each fiscal quarter, commencing with the last day of the fifth full fiscal quarter ending after the Term Facility Funding Date (such day, the “Amortization Commencement Date”), in an amount equal to (i) with respect to the last day of each of the first through fourth full fiscal quarters ending on or after the Amortization Commencement Date, 0.625 % of the aggregate principal amount of the Term Loans made on the Term Facility Funding Date and (ii) thereafter, 1.25 % of the aggregate principal amount of the Term Loans made on the Term Facility Funding Date. The Revolving Facility is not subject to interim amortization.
The Credit Agreement contains representations and warranties and affirmative and negative covenants customary for credit facilities of this type, including limitations on the Company and its subsidiaries with respect to indebtedness, liens, mergers, consolidations, liquidations and dissolutions, sales of all or substantially all assets and transactions with affiliates. The Credit Agreement also requires the Company to maintain, as of the last day of each fiscal quarter, (i) a consolidated total net leverage ratio of no greater than 3.75 to 1.00, although such level may, at the Company’s option, be increased by 0.25 upon the consummation of certain permitted acquisitions for certain periods and (ii) a consolidated interest coverage ratio of no greater than 3.00 to 1.00. The Company was in compliance with all such covenants as of September 30, 2025.
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:
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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 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 $ 21.2 million and $ 18.3 million as of September 30, 2025 and December 31, 2024, 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 Condensed Consolidated Balance Sheets and were $ 1.8 million as of September 30, 2025. The Company had no such derivative receivable as of December 31, 2024. Such derivative liability amounts are recorded within “Accrued liabilities” on our Condensed Consolidated Balance Sheets and were $ 1.1 million as of December 31, 2024. The Company had no such derivative payable as of September 30, 2025.
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.