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Item 1. Financial Statements

2025-08-06 compared with 2025-05-07 · 242 added, 104 removed, 481 unchanged (42% of the section changed)

3 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Three Months Ended

Three Months Ended Six Months Ended

June 30, June 30,

(in millions, except per share data) 2025 2024 2025 2024

8 unchanged sentences

Interest expense ( 16.4 ) ( 12.4 ) ( 27.9 ) ( 22.3 )

Miscellaneous income, net 2.1 0.6

Miscellaneous income (expense), net 1.1 ( 0.2 ) 3.2 0.4

Total other expense, net ( 15.1 ) ( 12.2 ) ( 24.3 ) ( 20.9 )

1 unchanged sentence

Provision for income taxes 7.8 13.8 14.2 22.7

Net income before allocation to noncontrolling interest 25.0 41.6 46.7 79.4

Noncontrolling interest in subsidiaries’ earnings 0.1 — 0.1 —

Net income attributable to common shareholders $ 24.9 $ 41.6 $ 46.6 $ 79.4

10 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Three Months Ended

Three Months Ended Six Months Ended

June 30, June 30,

(in millions) 2025 2024 2025 2024

Net income attributable to common shareholders $ 21.7 $ 37.8

Net income before allocation to noncontrolling interest $ 25.0 $ 41.6 $ 46.7 $ 79.4

Components of other comprehensive income (loss), net of tax

2 unchanged sentences

Other comprehensive income (loss), net of tax 49.7 ( 9.1 ) 80.6 ( 36.2 )

Comprehensive income before allocation to noncontrolling interest 74.7 32.5 127.3 43.2

Noncontrolling interest in comprehensive income 0.1 — 0.1 —

Comprehensive income attributable to common shareholders $ 74.6 $ 32.5 $ 127.2 $ 43.2

3 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS

(in millions) March 31,

(in millions) June 30,

2025 December 31,

1 unchanged sentence

Cash and cash equivalents $ 152.5 $ 165.8

Accounts receivable, net of allowance for credit losses of $ 7.9 as of March 31, 2025 and $ 7.7 as of December 31, 2024

Accounts receivable, net of allowance for credit losses of $ 9.2 as of June 30, 2025 and $ 7.7 as of December 31, 2024

and foreign taxes on income 16.2 8.6

20 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS

(in millions, except per share and share data) March 31,

(in millions, except per share and share data) June 30,

2025 December 31,

20 unchanged sentences

Treasury stock ( 813.7 ) ( 823.2 )

Total shareholders’ equity 1,174.9 1,064.9

Noncontrolling interest 1.8 —

Total equity 1,176.7 1,064.9

7 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Three Months Ended

Six Months Ended

(in millions) 2025 2024

Operating activities:

Net income attributable to common shareholders $ 21.7 $ 37.8

Net income before allocation to noncontrolling interest $ 46.7 $ 79.4

Adjustments to reconcile net income to net cash flows provided by operating activities:

4 unchanged sentences

Other 3.2 1.5

Total (used for) provided by operating activities ( 19.1 ) 9.5

Total provided by operating activities 43.7 66.3

Investing activities:

Payment for acquisitions, net of cash acquired ( 394.0 ) ( 269.8 )

Capital expenditures ( 20.1 ) ( 21.4 )

8 unchanged sentences

Repayment of revolving credit facility ( 342.0 ) ( 65.0 )

Proceeds from term loan 400.4 —

Repayment of term loan ( 36.8 ) ( 2.0 )

1 unchanged sentence

Effect of exchange rates on cash, cash equivalents and restricted cash 15.2 ( 9.5 )

Increase (decrease) in cash, cash equivalents and restricted cash 12.0 ( 0.3 )

Decrease in cash, cash equivalents and restricted cash ( 8.9 ) ( 44.1 )

Cash, cash equivalents and restricted cash at beginning of period 1

5 unchanged sentences

2 Includes both current and non-current balances of restricted cash.

Current restricted cash, included within “Other current assets” in our Unaudited Condensed Consolidated Balance Sheets, was $ 0.9 million and $ 0.1 million as of March 31, 2025, and 2024, respectively.

Non-current restricted cash, included within “Other assets” in our Unaudited Condensed Consolidated Balance Sheets, was $ 10.7 million and $ 6.2 million as of March 31, 2025, and 2024, respectively.

Current restricted cash, included within “Other current assets” in our Unaudited Condensed Consolidated Balance Sheets, was $ 0.9 million and $ 1.4 million as of June 30, 2025, and 2024, respectively.

Non-current restricted cash, included within “Other assets” in our Unaudited Condensed Consolidated Balance Sheets, was $ 11.1 million and $ 6.2 million as of June 30, 2025, and 2024, respectively.

See Notes to Unaudited Condensed Consolidated Financial Statements.

2 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Three Months Ended

Six Months Ended

(in millions) 2025 2024

21 unchanged sentences

Loss Treasury

Stock Total Shareholders’ Equity Non-controlling Interest Total Equity

Balance as of December 31, 2024

$ 72.4 $ 1,719.9 $ 268.4 $ ( 172.6 ) $ ( 823.2 ) $ 1,064.9 $ — $ 1,064.9

Net income attributable to common shareholders — — 21.7 — — 21.7

Net income — — 21.7 — — 21.7 — 21.7

Cash dividends ($ 0.17 per share)

7 unchanged sentences

Balance as of March 31, 2025 $ 72.4 $ 1,710.9 $ 280.4 $ ( 141.7 ) $ ( 815.4 ) $ 1,106.6 $ — $ 1,106.6

Noncontrolling interest of acquired entity — — — — — — 1.7 1.7

Net income — — 24.9 — — 24.9 0.1 25.0

Cash dividends ($ 0.17 per share)

— — ( 9.8 ) — — ( 9.8 ) — ( 9.8 )

Exercise of stock options of 21,180 shares

— — — — 0.7 0.7 — 0.7

Impact from settlement of share-based awards, net of shares acquired — ( 1.2 ) — — 1.0 ( 0.2 ) — ( 0.2 )

Stock-based compensation expense — 3.0 — — — 3.0 — 3.0

Changes in pension and postretirement plan assets and benefit obligation, net of tax — — — ( 0.3 ) — ( 0.3 ) — ( 0.3 )

Currency translation adjustment — — — 50.0 — 50.0 — 50.0

Balance as of June 30, 2025 $ 72.4 $ 1,712.7 $ 295.5 $ ( 92.0 ) $ ( 813.7 ) $ 1,174.9 $ 1.8 $ 1,176.7

(in millions) Common

4 unchanged sentences

Loss Treasury

Stock Total Equity

Balance as of December 31, 2023 $ 72.4 $ 1,728.1 $ 120.9 $ ( 118.6 ) $ ( 838.8 ) $ 964.0

9 unchanged sentences

Balance as of March 31, 2024 $ 72.4 $ 1,715.5 $ 149.6 $ ( 145.7 ) $ ( 827.7 ) $ 964.1

Net income attributable to common shareholders — — 41.6 — — 41.6

Cash dividends ($ 0.16 per share)

— — ( 9.2 ) — — ( 9.2 )

Exercise of stock options of 8,933 shares

— — — — 0.3 0.3

Impact from settlement of share-based awards, net of shares acquired — ( 1.1 ) — — 0.8 ( 0.3 )

Stock-based compensation expense — 2.4 — — — 2.4

Changes in pension and postretirement plan assets and benefit obligation, net of tax — — — ( 0.5 ) — ( 0.5 )

Currency translation adjustment — — — ( 8.6 ) — ( 8.6 )

Balance as of June 30, 2024 $ 72.4 $ 1,716.8 $ 182.0 $ ( 154.8 ) $ ( 826.6 ) 989.8

See Notes to Unaudited Condensed Consolidated Financial Statements.

NOTES TO THE UNAUDITED CONSOLIDATED AND COMBINED CONDENSED FINANCIAL STATEMENTS

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1 - Organization and Basis of Presentation

34 unchanged sentences

The Company considered the applicability and impact of 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 Unaudited Condensed Consolidated Statements of Operations, Balance Sheets and Cash Flows.

NOTES TO THE UNAUDITED CONSOLIDATED AND COMBINED CONDENSED FINANCIAL STATEMENTS

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 2 - Related Parties

After the Separation, SpinCo and its subsidiaries became related parties.

As of March 31, 2025 and December 31, 2024, we had outstanding receivables from SpinCo and its subsidiaries of $ 3.2 million and $ 0.7 million, respectively, related to indemnification under the Tax Matters Agreement.

As of June 30, 2025 and December 31, 2024, we had outstanding receivables from SpinCo and its subsidiaries of $ 3.2 million and $ 0.7 million, respectively, related to indemnification under the Tax Matters Agreement.

Note 3 - Acquisitions

De La Rue Acquisition

On May 1, 2025, we acquired De La Rue Authentication Solutions (“DLR”) for a base purchase price of £ 300 million on a cash-free and debt-free basis, subject to customary purchase price adjustments .

The amount paid, net of cash acquired and working capital adjustments, was $ 394.0 million.

We utilized a $ 400.4 million delayed draw term loan (as defined in Note 13, “Financing”) to fund the acquisition.

DLR is a leading global provider of digital and physical security and authentication technologies to governments and brands, and expands our portfolio of authentication solutions.

DLR is part of a joint venture (the “Joint Venture”) that manufactures and sells tax stamps for the government of Ghana.

DLR owns 49% of the share capital but maintains control of the Joint Venture through board governance rights.

As such, we have consolidated the Joint Venture and recorded a noncontrolling interest in our Condensed Consolidated Financial Statements.

Allocation of Consideration Transferred to Net Assets Acquired

The following amounts represent the preliminary determination of the fair value of identifiable assets acquired and liabilities assumed from our acquisition of DLR, pending the finalization of certain tangible assets and liabilities to be completed within the measurement period as required by ASC Topic 805 “Business Combination” (“ASC 805”), and determination of post-closing and final working capital adjustments.

Net assets acquired (in millions)

Accounts receivable, net $ 25.5

Inventories, net 25.3

Other current assets 4.8

Property, plant and equipment 28.5

Other non-current assets 5.2

Intangible assets 184.4

Goodwill 181.6

Total assets acquired $ 455.3

Total current liabilities $ 13.1

Other liabilities 48.2

Total assumed liabilities $ 61.3

Net assets acquired $ 394.0

The amount allocated to goodwill reflects expected sales synergies, manufacturing efficiency and research and development.

Goodwill from this acquisition is not deductible for tax purposes.

Th e 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)

Customer relationships $ 141.0 18.2

Developed technology 40.7 5.0

Backlog 2.7 0.9

Total acquired intangible assets $ 184.4

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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.

The Company’s 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 is being amortized on a straight-line basis (which approximates the economic pattern of benefits) over the estimated economic life of 12 to 21 years.

The fair values of the developed technology intangible assets were determined by the relief-from-royalty approach.

Similarly, this approach is based on the assumption that in lieu of ownership, a company would be willing to pay a royalty in order to exploit the related benefits of the technology.

Therefore, a portion of DLR’s earnings, equal to the after-tax royalty that would have been paid for the use of the technology, can be attributed to the Company’s ownership of the technology.

The technology assets are being amortized on a straight-line basis (which approximates the economic pattern of benefits) over the estimated economic life of 5 years.

OpSec Acquisition

4 unchanged sentences

Allocation of Consideration Transferred to Net Assets Acquired

The following amounts represent the preliminary determination of the fair value of identifiable assets acquired and liabilities assumed from our acquisition of OpSec, pending the finalization of certain tangible assets and liabilities to be completed within the measurement period as required by ASC 805.

Potential adjustments are not expected to be material in relation to the preliminary values presented below:

The following amounts represent the determination of the fair value of identifiable assets acquired and liabilities assumed from our acquisition of OpSec.

The fair value of certain assets and liabilities has been completed as required by ASC 805.

Net assets acquired (in millions)

16 unchanged sentences

Goodwill from this acquisition is not deductible for tax purposes.

NOTES TO THE UNAUDITED CONSOLIDATED AND COMBINED CONDENSED FINANCIAL STATEMENTS

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

6 unchanged sentences

Supplemental Pro Forma Data

OpSec’s results of operations have been included in our financial statements for the period subsequent to the completion of the acquisition on May 3, 2024.

The following unaudited pro forma Condensed Consolidated information assumes that the acquisition was completed on January 1, 2023.

The unaudited pro forma Condensed Consolidated information is provided for illustrative purposes only and is not indicative of our actual Condensed Consolidated results of operations or Condensed Consolidated financial position.

Three Months Ended

DLR results of operations have been included in our financial statements for the period subsequent to the completion of the acquisition on May 1, 2025.

OpSec results of operations have been included in our financial statements for the period subsequent to the completion of the acquisition on May 3, 2024.

During the period since acquisition, DLR contributed net sales of $ 17.5 million and had an operating loss of $ 6.3 million for the three months ended June 30, 2025.

The operating loss was driven by acquisition related amortization and transaction costs.

The following unaudited pro forma consolidated and combined information assumes that the DLR acquisition was completed on January 1, 2024 and the OpSec acquisition was completed on January 1, 2023.

The unaudited pro forma consolidated and combined information is provided for illustrative purposes only and is not indicative of our actual consolidated and combined results of operations or consolidated financial position.

Three Months Ended Six Months Ended

(in millions) 2025 2024 2025 2024

1 unchanged sentence

Net income attributable to common shareholders $ 34.3 $ 42.1 $ 53.8 $ 71.0

Acquisition-Related Costs

For the three-and-six months ended June 30, 2025, we recorded $ 12.4 million and $ 13.1 million, respectively, of acquisition-related costs.

For the three-and-six months ended June 30, 2024, we recorded $ 6.1 million and $ 10.0 million, respectively of acquisition-related costs.

Acquisition-related costs are recorded within “Selling, general and administrative” in our Unaudited Condensed Consolidated Statements of Operations.

Note 4 - Segment Results

As of March 31, 2025, we had two reportable segments:

As of June 30, 2025, we had two reportable segments:

Crane Payment Innovations and Security and Authentication Technologies.

1 unchanged sentence

Corporate consists of corporate office expenses including compensation and benefits for corporate employees, occupancy, professional services and other administrative costs.

A brief description of each of our segments as of March 31, 2025 is as follows:

A brief description of each of our segments as of June 30, 2025 is as follows:

Crane Payment Innovations (CPI)

2 unchanged sentences

Key research and development and manufacturing facilities are located in the United States, the United Kingdom, Mexico, Japan, and Germany, with additional sales offices across the world.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Security and Authentication Technologies (SAT)

SAT provides advanced security solutions based on proprietary technology for securing physical products, including banknotes, consumer goods, and industrial products.

SAT provides advanced security solutions based on proprietary technology for securing physical products, including banknotes, consumer goods, government tax stamps and industrial products.

SAT also provides brand protection, authentication solutions, and digital content protection across online marketplaces, social media platforms, and websites.

1 unchanged sentence

Key research and development and manufacturing facilities are located in the United States, United Kingdom, Sweden and Malta.

NOTES TO THE UNAUDITED CONSOLIDATED AND COMBINED CONDENSED FINANCIAL STATEMENTS

Financial information by reportable segment is set forth below:

(in millions) Three months ended March 31, 2025

(in millions) Three months ended June 30, 2025

Crane Payment Innovations Security and Authentication Technologies Total

11 unchanged sentences

Income before income taxes $ 32.8

(in millions) Three months ended March 31, 2024

(in millions) Three months ended June 30, 2024

Crane Payment Innovations Security and Authentication Technologies Total

9 unchanged sentences

Interest expense ( 12.4 )

Miscellaneous expense, net ( 0.2 )

Income before income taxes $ 55.4

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in millions) Six months ended June 30, 2025

Crane Payment Innovations Security and Authentication Technologies Total

Net Sales $ 414.3 $ 320.4 $ 734.7

Cost of operations 189.8 154.6

Selling and administrative expense 81.2 71.4

Engineering expense 18.9 18.4

Other segment items (a)

Segment operating profit $ 98.7 $ 20.4 $ 119.1

Corporate costs ( 33.9 )

Operating profit 85.2

Interest income 0.4

Interest expense ( 27.9 )

Miscellaneous income, net 3.2

Income before income taxes $ 60.9

(in millions) Six months ended June 30, 2024

Crane Payment Innovations Security and Authentication Technologies Total

Net Sales $ 433.4 $ 250.8 $ 684.2

Cost of operations 196.2 137.1

Selling and administrative expense 77.6 42.6

Engineering expense 22.3 12.5

Other segment items (a)

Segment operating profit $ 114.1 $ 44.2 $ 158.3

Corporate costs ( 35.3 )

Operating profit 123.0

Interest income 1.0

Interest expense ( 22.3 )

Miscellaneous income, net 0.4

Income before income taxes $ 102.1

Includes other cost of operations such as manufacturing costs, amortization expenses, shipping and handling costs, and certain overhead expenses, as well as corporate allocations.

Three months ended March 31,

Three months ended June 30,

Six months ended June 30,

(in millions) 2025 2024 2025 2024

Capital expenditures:

Depreciation and amortization:

Crane Payment Innovations $ 7.3 $ 7.3 $ 14.4 $ 14.7

2 unchanged sentences

Total $ 27.1 $ 20.2 $ 48.7 $ 38.7

NOTES TO THE UNAUDITED CONSOLIDATED AND COMBINED CONDENSED FINANCIAL STATEMENTS

Three months ended March 31,

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Six months ended June 30,

(in millions) 2025 2024

Depreciation and amortization:

Capital expenditures:

Crane Payment Innovations $ 1.9 $ 3.4

2 unchanged sentences

Total $ 15.3 $ 17.8

(in millions) March 31, 2025 December 31, 2024

(in millions) June 30, 2025 December 31, 2024

Crane Payment Innovations $ 1,169.1 $ 1,187.1

2 unchanged sentences

Total $ 2,917.7 $ 2,386.5

(in millions) March 31, 2025 December 31, 2024

(in millions) June 30, 2025 December 31, 2024

Crane Payment Innovations $ 632.0 $ 609.1

4 unchanged sentences

The following table presents net sales disaggregated by product line for each segment:

Three Months Ended

Three Months Ended Six Months Ended

June 30, June 30,

(in millions) 2025 2024 2025 2024

10 unchanged sentences

The transaction price allocated to remaining performance obligations represents the transaction price of firm orders which have not yet been fulfilled.

As of March 31, 2025, our performance obligations were $ 547.8 million.

As of June 30, 2025, our performance obligations were $ 591.6 million.

We expect to recognize approximately 70 % of our remaining performance obligations as revenue in 2025, and 30 % in 2026.

NOTES TO THE UNAUDITED CONSOLIDATED AND COMBINED CONDENSED FINANCIAL STATEMENTS

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Contract Assets and Contract Liabilities

5 unchanged sentences

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 Unaudited Condensed Consolidated Balance Sheets, and contract liabilities, which are included within “Accrued liabilities” and “Other liabilities” on our Unaudited Condensed Consolidated Balance Sheets, on a contract-by-contract net basis at the end of each reporting period.

We report contract assets, which are included within “Other current assets”, current contract liabilities, which are included within “Accrued liabilities” and long-term contract liabilities, which are included within “Other liabilities” on our Unaudited 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) March 31, 2025 December 31, 2024

(in millions) June 30, 2025 December 31, 2024

Contract assets $ 50.6 $ 37.8

1 unchanged sentence

Long-term contract liabilities $ 15.1 $ 13.5

We recognized revenue of $ 24.5 million during the three months ended March 31, 2025, related to contract liabilities as of December 31, 2024.

We recognized revenue of $ 26.3 million and $ 50.8 million during the three-and-six months ended June 30, 2025, respectively, related to contract liabilities as of December 31, 2024.

Note 6 - Earnings Per Share

3 unchanged sentences

Diluted earnings per share gives effect to all potentially dilutive common shares outstanding during the period.

Three Months Ended

Three Months Ended Six Months Ended

June 30, June 30,

(in millions, except per share data) 2025 2024 2025 2024

5 unchanged sentences

Earnings per diluted share $ 0.43 $ 0.72 $ 0.80 $ 1.38

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 were 0.3 million and 0.3 million for the three months ended March 31, 2025, and 2024, respectively.

NOTES TO THE UNAUDITED CONSOLIDATED AND COMBINED CONDENSED FINANCIAL STATEMENTS

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 were 0.5 million and 0.4 million, respectively, for the three-and-six-months ended June 30, 2025, and $ 0.3 million for the three-and-six-months ended 2024.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 7 - Changes in Accumulated Other Comprehensive Loss

6 unchanged sentences

Net period other comprehensive (loss) income ( 0.5 ) 81.1 80.6

Balance as of March 31, 2025 $ 0.5 $ ( 142.2 ) $ ( 141.7 )

(a) Net of tax detriment of $ 1.2 million and $ 1.3 million as of March 31, 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 months periods ended March 31, 2025, and 2024.

Amortization of pension and postretirement components has been recorded within “Miscellaneous income, net” on our Unaudited Condensed Consolidated Statements of Operations.

Three Months Ended March 31,

Balance as of June 30, 2025 $ 0.2 $ ( 92.2 ) $ ( 92.0 )

(a) Net of tax detriment of $ 1.2 million and $ 1.3 million as of June 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-six month periods ended June 30, 2025, and 2024.

Amortization of pension and postretirement components has been recorded within “Miscellaneous income (expense), net” on our Unaudited Condensed Consolidated Statements of Operations.

Three Months Ended June 30, Six Months Ended June 30,

(in millions) 2025 2024 2025 2024

9 unchanged sentences

Note 8 - Pension and Postretirement Benefits

For all plans, the components of net periodic (benefit) expense for the three months ended March 31, 2025, and 2024 are as follows:

For all plans, the components of net periodic (benefit) expense for the three months ended June 30, 2025, and 2024 are as follows:

Pension Postretirement

5 unchanged sentences

Amortization of net loss (gain) 0.1 — ( 0.2 ) ( 0.2 )

Settlement gain ( 0.1 ) — — —

Net periodic expense (benefit) $ — $ 0.1 $ — $ ( 0.2 )

The components of net periodic benefit, other than the service cost component, are included in “Miscellaneous income, net” in our Unaudited Condensed Consolidated Statements of Operations.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For all plans, the components of net periodic (benefit) expense for the six months ended June 30, 2025, and 2024 are as follows:

Pension Postretirement

(in millions) 2025 2024 2025 2024

Service cost $ 1.0 $ 1.1 $ — $ —

Interest cost 0.8 1.0 0.3 0.3

Expected return on plan assets ( 1.3 ) ( 1.6 ) — —

Amortization of prior service cost ( 0.4 ) ( 0.4 ) — ( 0.4 )

Amortization of net loss (gain) 0.1 0.1 ( 0.3 ) ( 0.4 )

Settlement gain (0.1) — — —

Net periodic expense (benefit) $ 0.1 $ 0.2 $ — $ ( 0.5 )

The components of net periodic benefit, other than the service cost component, are included in “Miscellaneous income (expense), net” in our Unaudited Condensed Consolidated Statements of Operations.

Service cost is recorded within “Cost of sales” and “Selling, general and administrative” in our Unaudited Condensed Consolidated Statements of Operations.

NOTES TO THE UNAUDITED CONSOLIDATED AND COMBINED CONDENSED FINANCIAL STATEMENTS

We expect to contribute the following to our pension and postretirement plans:

1 unchanged sentence

Expected contributions in 2025

Amounts contributed during the three months ended March 31, 2025

Amounts contributed during the six months ended June 30, 2025

Note 9 - Income Taxes

2 unchanged sentences

Our effective tax rates are as follows:

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Effective Tax Rate 24.0 % 25.0 % 23.4 % 22.3 %

Our effective tax rate for the three months ended March 31, 2025 is higher than the prior year’s comparable period primarily due to the mix of non-U.S.

Our effective tax rate for the three months ended March 31, 2025 is higher than the statutory U.S.

The difference of our effective tax rate to the prior year comparable period for the three and six months ended June 30, 2025 and 2024 is primarily due to the mix of non-U.S.

Our effective tax rate for the three-and-six months ended June 30, 2025 is higher than the statutory U.S.

federal tax rate of 21% primarily due to the mix of non-U.S.

On July 4, 2025, the H.R.

1 budget reconciliation bill was signed into law in the United States.

The Company is currently evaluating the potential impact of this legislation on the income tax provision.

The Organization for Economic Co-operation and Development (“OECD”) has proposed a global minimum tax of 15% of reported profits (“Pillar 2”) that has been agreed upon by over 140 member jurisdictions including the United States.

Pillar 2 addresses the risks associated with profit shifting to entities in low tax jurisdictions.

We adopted Pillar 2 in 2024 and the anticipated impact of Pillar 2 on our business for the fiscal year ending December 31, 2025 is approximately $ 2.6 million.

The Tax Matters Agreement, among other things, governs our and SpinCo’s respective rights, responsibilities and obligations after the Separation with respect to tax liabilities and benefits (including any taxes imposed that are attributable to the failure of the Distribution and certain related transactions to qualify as a transaction that is tax-free for U.S.

We adopted Pillar 2 in 2024 and the anticipated impact of Pillar 2 on our income tax provision for the fiscal year ending December 31, 2025 is approximately $ 2.4 million.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

As part of the Separation, we entered into a Tax Matters Agreement with SpinCo.

The agreement, among other things, governs our and SpinCo’s respective rights, responsibilities and obligations after the Separation with respect to tax liabilities and benefits (including any taxes imposed that are attributable to the failure of the Distribution and certain related transactions to qualify as a transaction that is tax-free for U.S.

federal income tax purposes), tax attributes, the preparation and filing of tax returns, the control of audits and other tax proceedings and other matters regarding taxes.

Although enforceable as between the parties, the Tax Matters Agreement will not be binding on the Internal Revenue Service or other tax authorities.

As of March 31, 2025 and December 31, 2024, we had gross unrecognized tax benefits of $ 9.4 million included in “Other liabilities” in our Unaudited Condensed Consolidated Balance Sheets.

As of June 30, 2025, we had gross unrecognized tax benefits of $ 9.3 million included in “Other liabilities” in our Unaudited Condensed Consolidated Balance Sheets.

Note 10 - Goodwill and Intangible Assets

3 unchanged sentences

$ 609.1 $ 347.5 $ 956.6

Currency translation 7.3 0.6 7.9

Balance as of March 31, 2025

Additions — 181.6 181.6

Currency translation and other 22.9 6.7 29.6

Balance as of June 30, 2025

$ 632.0 $ 535.8 $ 1,167.8

As of March 31, 2025, we had $ 412.3 million of net intangible assets, of which $ 45.5 million were intangibles with indefinite useful lives.

As of December 31, 2024, we had $ 419.3 million of net intangible assets, of which $ 45.5 million were intangibles with indefinite useful lives.

NOTES TO THE UNAUDITED CONSOLIDATED AND COMBINED CONDENSED FINANCIAL STATEMENTS

Changes to intangible assets are as follows:

(in millions) Three Months Ended March 31, 2025 Year Ended December 31, 2024

(in millions) Six Months Ended June 30, 2025 Year Ended December 31, 2024

Balance at beginning of period, net of accumulated amortization 1

$ 419.3 $ 308.9

Additions 188.0 161.8

Amortization expense ( 27.0 ) ( 47.0 )

Currency translation 2.9 ( 4.4 )

Currency translation and other 12.0 ( 4.4 )

Balance at end of period, net of accumulated amortization 1

$ 592.3 $ 419.3

1 Includes $45.5 million intangibles with indefinite useful lives.

A summary of intangible assets are as follows:

1 unchanged sentence

Amortization Period of Finite Lived Assets

(in years) March 31, 2025 December 31, 2024

(in years) June 30, 2025 December 31, 2024

(in millions) Gross

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Future amortization expense associated with intangible assets is expected to be:

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in millions)

3 unchanged sentences

Accrued liabilities consist of:

(in millions) March 31,

(in millions) June 30,

2025 December 31,

6 unchanged sentences

Total $ 233.4 $ 211.2

NOTES TO THE UNAUDITED CONSOLIDATED AND COMBINED CONDENSED FINANCIAL STATEMENTS

Note 12 - Commitments and Contingencies

4 unchanged sentences

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 March 31, 2025, there was no reasonable possibility that a material loss, or any additional material losses, may have been incurred for such matters.

We believe that as of June 30, 2025, there was no reasonable possibility that a material loss, or any additional material losses, may have been incurred for such matters.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 13 - Financing

Our debt consisted of the following:

(in millions) March 31,

(in millions) June 30,

2025 December 31,

Term Loan $ 51.4 $ —

Revolving Facility 216.0 210.0

1 unchanged sentence

$ 267.4 $ 210.0

Term Loan $ 321.1 $ —

6.55 % notes due November 2036

$ 198.7 $ 198.7

4.20 % notes due March 2048

2 unchanged sentences

$ 861.8 $ 540.6

(a) Debt discounts and debt issuance costs totaled $ 8.9 million and $ 9.4 million as of March 31, 2025, and December 31, 2024, respectively, and have been netted against the aggregate principal amounts of the related debt in the components of the debt table above, where applicable.

Credit Faciliti es - We are party to a senior secured credit agreement (the “Credit Agreement”) entered into on March 17, 2023, which provides for a $ 500 million, five-year revolving credit facility (the “Revolving Facility”).

On December 9, 2024, we entered into an amendment to the Credit Agreement which increased the Revolving Facility by $200 million to an aggregate $ 700 million and provided a delayed draw term loan (the “Delayed Draw”) of £300 million to be used as part of the funding for the De La Rue Authentication Solutions acquisition.

The delayed draw term loan is subject to customary closing conditions including the closing of the De La Rue Authentication Solutions acquisition.

On March 17, 2023, we also entered into a $350 million, 3-year term loan facility (the “Term Facility”).

On December 9, 2024, proceeds from the Revolving Facility were used to repay the outstanding Term Facility.

In the three months ended March 31, 2025, we drew down $ 106.0 million, and repaid $ 52.5 million on our Revolving Facility.

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.

Interest on loans advanced under the Credit Agreement accrues, at our option, at a rate per annum equal to (1) adjusted term Secured Overnight Financing Rate (SOFR) plus a credit spread adjustment of 0.10 % 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 as determined by the lower of corporate family credit ratings issued by Moody’s and S&P (the “Ratings”) and 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 %, based on the lower of the Ratings and our total net leverage ratio.

The Credit Agreement contains customary affirmative and negative covenants for credit facilities of this type, including limitations on our and our subsidiaries with respect to indebtedness, liens, mergers, consolidations, liquidations and dissolutions, sales of all or substantially all assets, transactions with affiliates, investments, hedging arrangements and amendments to our organizational documents or to certain subordinated debt agreements.

As of the last day of each fiscal quarter, our total net leverage ratio cannot exceed 3.50 to 1.00 (provided that, at our election, such maximum ratio may be increased to 4.00 to 1.00 for specified periods following our consummation of certain material acquisitions) and our minimum interest coverage ratio must be at least 3.00 to 1.00.

The Credit Agreement also includes 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.

NOTES TO THE UNAUDITED CONSOLIDATED AND COMBINED CONDENSED FINANCIAL STATEMENTS

(a) Debt discounts and debt issuance costs totaled $ 10.5 million and $ 9.4 million as of June 30, 2025, and December 31, 2024, respectively, have been netted against the aggregate principal amounts of the related debt in the components of the debt table above, where applicable.

Credit Faciliti es - On March 17, 2023, we became party to a senior secured credit agreement (the “Credit Agreement”) which provides for a $ 500 million, five-year revolving credit facility (the “Revolving Facility”) and we entered into a $ 350 million, 3-year term loan facility (the “Term Facility”).

Funding for both facilities became available in connection with the Separation.

On December 9, 2024, we entered into an amendment to the Credit Agreement which increased the Revolving Facility by $ 200 million to an aggregate $ 700 million and provided a delayed draw term loan (the “Term Loan”) of £ 300 million.

On the same day, proceeds from the Revolving Facility were used to repay the outstanding Term Facility.

In the six months ended June 30, 2025, we drew down $ 348.0 million and repaid $ 342.0 million on our Revolving Facility to fund working capital requirements.

We also drew down £ 300.0 million, or $ 400.4 million, on the Term Loan to fund the DLR acquisition and repaid $ 36.8 million.

Note 14 - Fair Value Measurements

The following tables provide information regarding the Company’s assets and liabilities measured at fair value as of March 31, 2025, and December 31, 2024.

March 31, 2025 (in millions)

The following tables provide information regarding the Company’s assets and liabilities measured at fair value as of June 30, 2025, and December 31, 2024.

June 30, 2025 (in millions)

Location on Consolidated Balance Sheets Active Markets for Identical Assets and Liabilities

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Accounts Receivable $ — $ 0.4 $ — $ 0.4

Foreign exchange contract not designated as hedging instrument 1

Accrued Liabilities $ — $ 0.4 $ — $ 0.4

Long-term debt Long-term debt $ — $ 417.1 $ — $ 417.1

Performance-based restricted share units

Other Liabilities $ 0.7 $ — $ — $ 0.7

Accrued liabilities $ 0.8 $ — $ — $ 0.8

Contingent Liability Other Liabilities $ — $ — $ 1.5 $ 1.5

1 Notional value of $ 16.8 million

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2024 (in millions)

12 unchanged sentences

1 Notional value of $ 65.0 million

NOTES TO THE UNAUDITED CONSOLIDATED AND COMBINED CONDENSED FINANCIAL STATEMENTS

Note 15 - Restructuring

2024 Restructuring - In the first and fourth quarters of 2024, in response to challenging industry conditions, we initiated workforce reductions in CPI, incurring $ 10.1 million of cumulative severance charges, net through March 31, 2025.

2025 Restructuring - In the second quarter of 2025 we initiated restructuring actions as follows:

• We recorded $ 6.1 million of restructuring expense in the SAT segment, predominantly related to severance charges, associated with the integration of the DLR and OpSec businesses.

We expect to substantially complete the restructuring program in 2025, with total costs expected to be in the range of $ 10 million to $ 15 million.

• We recorded $ 1.2 million of restructuring expense in the CPI segment, predominantly related to severance charges.

We will continue to evaluate and align CPI’s cost structure with existing economic conditions which could result in additional actions.

We expect to substantially complete the restructuring program in 2025 and do not expect to incur significant additional costs.

2022 Restructuring - In the fourth quarter of 2022, in response to economic uncertainty, we initiated workforce reductions in CPI, incurring $ 6.7 million of cumulative Restructuring charges through March 31, 2025, of which $ 5.8 million related to severance and $ 0.9 million related to other costs.

2022 Restructuring - In the fourth quarter of 2022, in response to economic uncertainty, we initiated workforce reductions in CPI, incurring $ 6.7 million of cumulative restructuring charges through June 30, 2025, of which $ 5.8 million related to severance and $ 0.9 million related to other costs.

This restructuring program has been completed.

Restructuring charges

We recorded restructuring charges which are reflected in the Condensed Consolidated Statements of Operations, as follows:

Three Months Ended Six Months Ended

(in millions) 2025 2024 2025 2024

Crane Payment Innovations $ 1.2 $ — 1.2 2.7

Security and Authentication Technologies 6.1 — 6.1 —

Total restructuring charges $ 7.3 $ — $ 7.3 $ 2.7

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Restructuring Liability

The following table summarizes the accrual balances related to these restructuring charges by program:

(in millions) 2024 Restructuring 2022 Restructuring Total

(in millions) 2025 Restructuring 2024 Restructuring 2022 Restructuring Total

Balance as of December 31, 2024 (a)

$ — $ 7.2 $ 0.2 $ 7.4

5.7 — — $ 5.7

Utilization ( 0.8 ) ( 6.0 ) ( 0.2 ) ( 7.0 )

Balance as of March 31, 2025 (a)

Balance as of June 30, 2025 (a)

$ 4.9 $ 1.2 $ — $ 6.1

Included within “Accrued Liabilities” in the Unaudited Condensed Consolidated Balance Sheets.

Note 16 - Subsequent Events

On May 1, 2025, we acquired De La Rue plc’s authentication business, De La Rue Authentication Solutions (“DLR”) for a base purchase price of £ 300 million on a cash-free and debt-free basis, subject to customary adjustments reflecting DLR’s net working capital, cash, the assumption of certain debt-like items, and DLR's transaction expenses.

We utilized our Delayed Draw to fund the acquisition.

De La Rue Authentication Solutions is a leading global provider of digital and physical security and authentication technologies to governments and brands.

De La Rue Authentication Solutions will be combined with OpSec within the Security and Authentication Technologies segment upon close.

Included within “Restructuring charges” in the Unaudited Condensed Consolidated Statements of Operations.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements