Crane NXT, Co. 10-Q

ITEM 1: FINANCIAL STATEMENTS CRANE HOLDINGS, CO. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) Three Months Ended Nine Months Ended September 30, September 30, (in millions, except per share data) 2022 2021 2022 2021 Net sales $ 815.1 $ 893.8 $ 2,550.8 $ 2,582.8 Operating costs and expenses: Cost of sales 485.6 556.3 1,547.4 1,593.5 Selling, general and administrative 198.3 193.8 600.8 567.8 Loss on divestiture of asbestos-related assets and liabilities 162.4 — 162.4 — Restructuring gains, net — ( 1.1 ) — ( 14.3 ) Operating (loss) profit ( 31.2 ) 144.8 240.2 435.8 Other (expense) income: Interest income 1.4 0.2 2.3 1.1 Interest expense ( 13.5 ) ( 11.0 ) ( 36.0 ) ( 36.0 ) Gain on sale of business 3.8 — 232.5 — Miscellaneous income, net 4.5 3.6 22.8 17.2 Total other (expense) income ( 3.8 ) ( 7.2 ) 221.6 ( 17.7 ) (Loss) Income before income taxes ( 35.0 ) 137.6 461.8 418.1 Provision for income taxes 24.3 21.0 157.9 54.8 Net (loss) income attributable to common shareholders $ ( 59.3 ) $ 116.6 $ 303.9 $ 363.3 (Loss) earnings per share: Basic $ ( 1.06 ) $ 1.99 $ 5.38 $ 6.21 Diluted $ ( 1.06 ) $ 1.96 $ 5.30 $ 6.14 Average shares outstanding: Basic 56.1 58.7 56.5 58.5 Diluted 56.1 59.5 57.3 59.2 Dividends per share $ 0.47 $ 0.43 $ 1.41 $ 1.29 See Notes to Condensed Consolidated Financial Statements. 3 CRANE HOLDINGS, CO. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME (UNAUDITED) Three Months Ended Nine Months Ended September 30, September 30, (in millions) 2022 2021 2022 2021 Net (loss) income before allocation to noncontrolling interests $ ( 59.3 ) $ 116.6 $ 303.9 $ 363.3 Components of other comprehensive income (loss), net of tax Currency translation adjustment ( 77.7 ) ( 24.8 ) ( 175.2 ) ( 52.1 ) Changes in pension and postretirement plan assets and benefit obligation, net of tax 2.3 5.2 9.1 15.3 Other comprehensive (loss) income, net of tax ( 75.4 ) ( 19.6 ) ( 166.1 ) ( 36.8 ) Comprehensive (loss) income before allocation to noncontrolling interests ( 134.7 ) 97.0 137.8 326.5 Less: Noncontrolling interests in comprehensive (loss) income ( 0.3 ) ( 0.1 ) ( 0.3 ) 0.6 Comprehensive (loss) income attributable to common shareholders $ ( 134.4 ) $ 97.1 $ 138.1 $ 325.9 See Notes to Condensed Consolidated Financial Statements. 4 CRANE HOLDINGS, CO. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (in millions) September 30, 2022 December 31, 2021 Assets Current assets: Cash and cash equivalents $ 438.6 $ 478.6 Accounts receivable, net of allowance for doubtful accounts of $ 11.2 as of September 30, 2022 and $ 10.4 as of December 31, 2021 486.9 483.0 Current insurance receivable - asbestos — 13.7 Inventories, net: Finished goods 90.0 147.3 Finished parts and subassemblies 73.8 59.5 Work in process 41.6 37.0 Raw materials 230.3 205.3 Inventories, net 435.7 449.1 Other current assets 121.1 118.7 Total current assets 1,482.3 1,543.1 Property, plant and equipment: Cost 1,219.1 1,288.5 Less: accumulated depreciation 725.2 732.9 Property, plant and equipment, net 493.9 555.6 Long-term insurance receivable - asbestos — 60.0 Long-term deferred tax assets 5.8 17.7 Other assets 233.4 259.3 Intangible assets, net 419.9 467.1 Goodwill 1,497.1 1,583.8 Total assets $ 4,132.4 $ 4,486.6 See Notes to Condensed Consolidated Financial Statements. 5 CRANE HOLDINGS, CO. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (in millions, except per share and share data) September 30, 2022 December 31, 2021 Liabilities and equity Current liabilities: Short-term borrowings $ 399.5 $ — Accounts payable 241.1 273.7 Current asbestos liability — 62.3 Accrued liabilities 395.9 442.7 U.S. and foreign taxes on income 39.3 10.6 Total current liabilities 1,075.8 789.3 Long-term debt 843.2 842.4 Accrued pension and postretirement benefits 192.3 231.9 Long-term deferred tax liability 165.7 76.9 Long-term asbestos liability — 549.8 Other liabilities 144.6 161.2 Total liabilities 2,421.6 2,651.5 Commitments and contingencies (Note 10) Equity: Preferred shares, par value $ 0.01 ; 5,000,000 shares authorized — — Common shares, par value $ 1.00 ; 200,000,000 shares authorized, 72,426,139 shares issued 72.4 72.4 Capital surplus 368.2 363.9 Retained earnings 2,752.0 2,527.3 Accumulated other comprehensive loss ( 606.0 ) ( 440.2 ) Treasury stock ( 878.3 ) ( 691.1 ) Total shareholders’ equity 1,708.3 1,832.3 Noncontrolling interests 2.5 2.8 Total equity 1,710.8 1,835.1 Total liabilities and equity $ 4,132.4 $ 4,486.6 Share data: Common shares issued 72,426,139 72,426,139 Less: Common shares held in treasury 16,289,559 14,590,274 Common shares outstanding 56,136,580 57,835,865 See Notes to Condensed Consolidated Financial Statements. 6 CRANE HOLDINGS, CO. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) Nine Months Ended September 30, (in millions) 2022 2021 Operating activities: Net income attributable to common shareholders $ 303.9 $ 363.3 Loss on divestiture of asbestos-related assets and liabilities 148.9 — Gain on sale of business ( 232.5 ) — Gain on sale of property — ( 18.5 ) Depreciation and amortization 89.8 91.4 Stock-based compensation expense 17.8 18.6 Defined benefit plans and postretirement credit ( 10.5 ) ( 6.0 ) Deferred income taxes 20.2 ( 25.9 ) Cash used for operating working capital ( 135.0 ) ( 39.4 ) Defined benefit plans and postretirement contributions ( 19.3 ) ( 22.8 ) Environmental payments, net of reimbursements ( 5.4 ) ( 4.6 ) Asbestos related payments, net of insurance recoveries ( 29.3 ) ( 29.6 ) Divestiture of asbestos-related assets and liabilities ( 550.0 ) — Other 23.4 0.5 Total (used for) provided by operating activities ( 378.0 ) 327.0 Investing activities: Proceeds from disposition of capital assets 0.1 23.3 Capital expenditures ( 36.8 ) ( 26.7 ) Proceeds from sale of business 318.1 — Purchase of marketable securities — ( 10.0 ) Proceeds from sale of marketable securities — 40.0 Total provided by investing activities 281.4 26.6 Financing activities: Dividends paid ( 79.5 ) ( 75.5 ) Reacquisition of shares on open market ( 203.7 ) — Stock options exercised, net of shares reacquired 3.1 9.9 Repayments of commercial paper with maturities greater than 90 days — ( 27.1 ) Proceeds from term loan 399.4 — Repayment of term loan — ( 348.1 ) Total provided by (used for) financing activities 119.3 ( 440.8 ) Effect of exchange rates on cash and cash equivalents ( 62.7 ) ( 13.0 ) Decrease in cash and cash equivalents ( 40.0 ) ( 100.2 ) Cash and cash equivalents at beginning of period 478.6 551.0 Cash and cash equivalents at end of period $ 438.6 $ 450.8 7 CRANE HOLDINGS, CO. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) Nine Months Ended September 30, (in millions) 2022 2021 Detail of cash used for operating working capital: Accounts receivable $ ( 74.9 ) $ ( 106.8 ) Inventories ( 61.5 ) ( 21.6 ) Other current assets ( 6.4 ) ( 10.9 ) Accounts payable 13.8 52.8 Accrued liabilities ( 21.2 ) 14.9 U.S. and foreign taxes on income 15.2 32.2 Total $ ( 135.0 ) $ ( 39.4 ) Supplemental disclosure of cash flow information: Interest paid $ 29.9 $ 31.2 Income taxes paid $ 118.1 $ 47.9 See Notes to Condensed Consolidated Financial Statements. 8 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, 2021. As used in these notes, the terms "we," "us," "our," "Crane" and the "Company" mean Crane Holdings, Co. and our subsidiaries unless the context specifically states or implies otherwise. 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. Holding Company Reorganization On May 16, 2022, Crane Co., a Delaware corporation (“Crane Co.”), completed its previously announced reorganization merger pursuant to the Agreement and Plan of Merger, dated as of February 28, 2022 (the “Reorganization Agreement”), by and among Crane Co., Crane Holdings, Co., a Delaware corporation (“Crane Holdings”), and Crane Transaction Company, LLC, a Delaware limited liability company and, as of immediately prior to the consummation of such merger, a wholly-owned subsidiary of Crane Holdings (“Merger Sub”). The Reorganization Agreement provided for the merger of Crane Co. and Merger Sub, with Crane Co. surviving the merger as a wholly-owned subsidiary of Crane Holdings (the “Reorganization Merger”). Following the Reorganization Merger, on May 16, 2022, Crane Co. converted from a Delaware corporation into a Delaware limited liability company named “Crane LLC” (such conversion, together with the Reorganization Merger, the “Reorganization”). Following the Reorganization, substantially all of the assets of Crane LLC were distributed, assigned, transferred, conveyed and delivered to, and certain non-asbestos related liabilities of Crane LLC were assumed by, Crane Holdings. On May 17, 2022, Crane LLC converted from a Delaware limited liability company to a Delaware corporation named “Crane Co.” Subsequently, on May 26, 2022, Crane Co. filed a Certificate of Amendment to its Certificate of Incorporation (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware, which became effective upon filing, pursuant to which the Crane Co. officially changed its name from “Crane Co.” to “Redco Corporation”. The “Crane Co.” name has been reserved for future use by Crane Holdings. Divestiture of asbestos-related assets and liabilities On August 12, 2022, Crane Holdings, Co., Crane Company, a wholly-owned subsidiary of Crane Holdings, Co., and Redco Corporation (“Redco”), then a wholly-owned subsidiary of Crane Company that held liabilities including asbestos liabilities and related insurance assets, entered into a Stock Purchase Agreement (the “Redco Purchase Agreement”) with Spruce Lake Liability Management Holdco LLC (“Redco Buyer”), an unrelated third party and long-term liability management company specializing in the acquisition and management of legacy corporate liabilities whereby Crane Company transferred to Redco Buyer all of the issued and outstanding shares of Redco (the “Redco Sale”). In connection with the Redco Sale, Crane Holdings, Co., on behalf of Crane Company, contributed approximately $ 550 million in cash to Redco, which was funded by a combination of short-term borrowings and cash on hand. As a result of the Redco Sale, all asbestos obligations and liabilities, related insurance assets and associated deferred tax assets have been removed from Crane Holdings, Co.’s condensed consolidated balance sheets effective August 12, 2022. A loss on the divestiture of asbestos-related assets and liabilities of $ 162.4 million was recognized in the condensed consolidated statements of operations for the nine months ended September 30, 2022. Sale of Crane Supply On April 8, 2022, the Company entered into an agreement to sell the Crane Supply business for CAD 380 million on a cash-free and debt-free basis. Subsequent to net working capital and other closing adjustments, the sale closed on May 31, 2022 for CAD 402 million. In August 2022, the Company received CAD 5 million related to a final working capital adjustment. The Company recognized a total gain on sale of $ 232.5 million. Pending Separation On March 30, 2022, the Company announced that its Board of Directors unanimously approved a plan to pursue a separation into two independent, publicly-traded companies (the “Separation”). The Separation is expected to occur through a tax-free distribution and is expected to be completed within approximately 12 months, subject to the satisfaction of customary conditions and final approval by Crane Holdings, Co.’s Board of Directors. 9 NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Termination of Agreement to Sell Engineered Materials On May 16, 2021, we entered into an agreement to sell the Engineered Materials segment to Grupo Verzatec S.A. de C.V. for $ 360 million on a cash-free and debt-free basis. In the second quarter of 2021, the assets and liabilities of the segment were classified as held for sale. On May 26, 2022, Verzatec terminated the sale agreement and paid $ 7.5 million to the Company in termination fees, which is presented within Miscellaneous income, net on the Condensed Statements of Operations. As such, as of June 30, 2022 the Engineered Materials segment is no longer classified as assets held for sale and is presented herein as continuing operations for all periods presented. Recent Accounting Pronouncements - Adopted Simplifying the Accounting for Income Taxes In December 2019, the Financial Accounting Standards Board (“FASB”) issued amended guidance to simplify the accounting for income taxes. The guidance is effective for fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. Certain amendments are to be applied prospectively, while other amendments are to be applied retrospectively to all periods presented. We have adopted this standard effective January 1, 2021. The adoption of this new standard did not impact our consolidated financial statements. Note 2 - Segment Results Our segments are reported on the same basis used internally for evaluating performance and for allocating resources. We have four reportable segments: Aerospace & Electronics, Process Flow Technologies, Payment & Merchandising Technologies and Engineered Materials. Assets of the reportable segments exclude general corporate assets, which principally consist of cash, deferred tax assets, insurance receivables, certain property, plant and equipment, and certain other assets. Corporate consists of corporate office expenses including compensation and benefits for corporate employees, occupancy, depreciation, and other administrative costs. A brief description of each of our segments are 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. Products include a wide range of custom designed, highly engineered products used in landing systems, sensing and utility systems, fluid management, seat actuation, power and microelectronic applications, and microwave systems. 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 manufactures on/off isolation valves, instrumentation and controls, and related products for critical and demanding applications primarily in the chemical and petrochemical, general industrial, energy-related and pharmaceutical end markets. Commercial Valves is engaged primarily in the manufacturing of valves and related products for the non-residential construction, general industrial, and municipal markets, and the distribution of pipe, valves and fittings (PVF) for the non-residential construction market. Pumps and Systems manufactures pumps and related products for water and wastewater applications in the industrial, municipal, commercial and military markets. Payment & Merchandising Technologies The Payment & Merchandising Technologies segment consists of Crane Payment Innovations (“CPI”) and Crane Currency. CPI provides high technology payment acceptance and dispensing products to original equipment manufacturers, and for certain vertical markets, it also provides currency handling and processing systems, complete cash and cashless payment and merchandising solutions, equipment service solutions, and fully connected managed service solutions. Crane Currency is a supplier of banknotes and highly engineered banknote security features as well as a provider of security features for product authentication. Engineered Materials The Engineered Materials segment manufactures fiberglass-reinforced plastic panels and coils, primarily for use in the manufacturing of recreational vehicles ("RVs"), and in commercial and industrial buildings applications, with some additional applications including trailers and other transportation-related products. Engineered Materials sells the majority of its products directly to RV, trailer, and truck manufacturers, and it uses distributors and retailers to serve the commercial and industrial construction markets. 10 NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Financial information by reportable segment is set forth below. Three Months Ended Nine Months Ended September 30, September 30, (in millions) 2022 2021 2022 2021 Net sales: Aerospace & Electronics $ 167.2 $ 168.6 $ 485.8 $ 480.2 Process Flow Technologies 250.0 299.1 857.4 897.9 Payment & Merchandising Technologies 335.1 365.8 1,001.7 1,031.4 Engineered Materials 62.8 60.3 205.9 173.3 Total $ 815.1 $ 893.8 $ 2,550.8 $ 2,582.8 Operating profit (loss): Aerospace & Electronics $ 28.2 $ 32.5 $ 84.4 $ 89.3 Process Flow Technologies 41.3 44.3 130.9 140.9 Payment & Merchandising Technologies 86.7 83.7 251.6 247.4 Engineered Materials 6.7 6.6 26.9 20.7 Corporate ( 194.1 ) ( 22.3 ) ( 253.6 ) ( 62.5 ) Total $ ( 31.2 ) $ 144.8 $ 240.2 $ 435.8 Interest income 1.4 0.2 2.3 1.1 Interest expense ( 13.5 ) ( 11.0 ) ( 36.0 ) ( 36.0 ) Gain on sale of business 3.8 — 232.5 — Miscellaneous income, net 4.5 3.6 22.8 17.2 (Loss) income before income taxes $ ( 35.0 ) $ 137.6 $ 461.8 $ 418.1 (in millions) September 30, 2022 December 31, 2021 Assets: Aerospace & Electronics $ 642.0 $ 604.7 Process Flow Technologies 1,057.4 1,240.4 Payment & Merchandising Technologies 2,043.8 2,096.5 Engineered Materials 226.9 220.5 Corporate 162.3 324.5 Total $ 4,132.4 $ 4,486.6 (in millions) September 30, 2022 December 31, 2021 Goodwill: Aerospace & Electronics $ 202.2 $ 202.5 Process Flow Technologies 305.3 349.4 Payment & Merchandising Technologies 818.4 860.6 Engineered Materials 171.2 171.3 Total $ 1,497.1 $ 1,583.8 11 NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Note 3 - 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) 2022 2021 2022 2021 Aerospace & Electronics Commercial Original Equipment $ 63.7 $ 62.2 $ 182.9 $ 170.5 Military and Other Original Equipment 57.1 58.4 171.5 184.0 Commercial Aftermarket Products 34.8 30.2 92.5 75.1 Military Aftermarket Products 11.6 17.8 38.9 50.6 Total Aerospace & Electronics $ 167.2 $ 168.6 $ 485.8 $ 480.2 Process Flow Technologies Process Valves and Related Products $ 186.2 $ 176.6 $ 555.8 $ 535.4 Commercial Valves 30.4 95.8 205.8 283.3 Pumps and Systems 33.4 26.7 95.8 79.2 Total Process Flow Technologies $ 250.0 $ 299.1 $ 857.4 $ 897.9 Payment & Merchandising Technologies Payment Acceptance and Dispensing Products $ 220.8 $ 206.0 $ 643.2 $ 588.3 Banknotes and Security Products 114.3 159.8 358.5 443.1 Total Payment & Merchandising Technologies $ 335.1 $ 365.8 $ 1,001.7 $ 1,031.4 Engineered Materials FRP - Recreational Vehicles $ 24.9 $ 28.9 $ 92.8 $ 78.1 FRP - Building Products 29.0 23.7 88.2 72.0 FRP - Transportation 8.9 7.7 24.9 23.2 Total Engineered Materials 62.8 60.3 205.9 173.3 Net sales $ 815.1 $ 893.8 $ 2,550.8 $ 2,582.8 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, 2022, total backlog was $ 1,463.6 million. We expect to recognize approximately 40 % of our remaining performance obligations as revenue in the fourth quarter of 2022, an additional 53 % in 2023 and the balance thereafter. Contract Assets and Contract Liabilities Contract assets represent unbilled amounts that typically arise from contracts for customized products or contracts for products sold directly to the U.S. government or indirectly to the U.S. government through subcontracts, where revenue recognized using the cost-to-cost method exceeds the amount billed to the customer. Contract assets are assessed for impairment and recorded at their net realizable value. Contract liabilities represent advance payments from customers. Revenue related to contract liabilities is recognized when control is transferred to the customer. We report contract assets, which are included within “Other current assets” in our 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, 2022 December 31, 2021 Contract assets $ 85.9 $ 73.0 Contract liabilities $ 117.6 $ 101.1 12 NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS We recognized revenue of $ 19.4 million and $ 74.4 million during the three-and nine-month periods ended September 30, 2022, respectively, related to contract liabilities as of December 31, 2021. Note 4 - 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. Potentially dilutive common shares are excluded from the computations of diluted earnings per share if their effect would be anti-dilutive. For the three months ended September 30, 2022, the Company had a net loss attributable to common shareholders which causes all potentially dilutive securities to be anti-dilutive and are therefore not included in the calculation of earnings per share. Three Months Ended Nine Months Ended September 30, September 30, (in millions, except per share data) 2022 2021 2022 2021 Net (loss) income attributable to common shareholders $ ( 59.3 ) $ 116.6 $ 303.9 $ 363.3 Average basic shares outstanding 56.1 58.7 56.5 58.5 Effect of dilutive share-based awards — 0.8 0.8 0.7 Average diluted shares outstanding 56.1 59.5 57.3 59.2 (Loss) earnings per basic share $ ( 1.06 ) $ 1.99 $ 5.38 $ 6.21 (Loss) earnings per diluted share $ ( 1.06 ) $ 1.96 $ 5.30 $ 6.14 The computation of diluted earnings per share excludes the effect of the potentially anti-dilutive securities which was 1.2 million and 1.0 million for the three months ended September 30, 2022, and 2021, respectively, and 0.4 million and 1.4 million for the nine months ending September 30, 2022 and 2021, respectively. 13 NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Note 5 - Changes in Equity and Accumulated Other Comprehensive Loss A summary of changes in equity for the year-to-date interim periods ended September 30, 2022 and 2021 is provided below: (in millions, except share data) Common Shares Issued at Par Value Capital Surplus Retained Earnings Accumulated Other Comprehensive Loss Treasury Stock Total Share- holders’ Equity Non-controlling Interest Total Equity BALANCE DECEMBER 31, 2021 72.4 $ 363.9 $ 2,527.3 $ ( 440.2 ) $ ( 691.1 ) $ 1,832.3 $ 2.8 $ 1,835.1 Net income — — 105.0 — — 105.0 — 105.0 Cash dividends ($ 0.47 per share) — — ( 26.4 ) — — ( 26.4 ) — ( 26.4 ) Reacquisition on open market of 1,699,949 shares — — — — ( 175.8 ) ( 175.8 ) — ( 175.8 ) Exercise of stock options, net of shares reacquired of 79,214 shares — — — — 6.1 6.1 — 6.1 Impact from settlement of share-based awards, net of shares acquired — ( 5.1 ) — — ( 0.3 ) ( 5.4 ) — ( 5.4 ) Stock-based compensation expense — 5.9 — — — 5.9 — 5.9 Changes in pension and postretirement plan assets and benefit obligation, net of tax — — — 3.3 — 3.3 — 3.3 Currency translation adjustment — — — ( 21.7 ) — ( 21.7 ) 0.1 ( 21.6 ) BALANCE MARCH 31, 2022 72.4 $ 364.7 $ 2,605.9 $ ( 458.6 ) $ ( 861.1 ) $ 1,723.3 $ 2.9 $ 1,726.2 Net income — — 258.2 — — 258.2 — 258.2 Cash dividends ($ 0.47 per share) — — ( 26.4 ) — — ( 26.4 ) — ( 26.4 ) Reacquisition on open market of 1,959,069 shares — — — — ( 27.9 ) ( 27.9 ) — ( 27.9 ) Exercise of stock options, net of shares reacquired of 94,774 shares — — — — 1.1 1.1 — 1.1 Impact from settlement of share-based awards, net of shares acquired — ( 1.3 ) — — 1.2 ( 0.1 ) — ( 0.1 ) Stock-based compensation expense — 5.9 — — — 5.9 — 5.9 Changes in pension and postretirement plan assets and benefit obligation, net of tax — — — 3.5 — 3.5 — 3.5 Currency translation adjustment — — — ( 75.8 ) — ( 75.8 ) ( 0.1 ) ( 75.9 ) BALANCE JUNE 30, 2022 72.4 $ 369.3 $ 2,837.7 $ ( 530.9 ) $ ( 886.7 ) $ 1,861.8 $ 2.8 $ 1,864.6 Net loss — — ( 59.3 ) — — ( 59.3 ) — ( 59.3 ) Cash dividends ($ 0.47 per share) — — ( 26.4 ) — — ( 26.4 ) — ( 26.4 ) Exercise of stock options, net of shares reacquired of 81,642 shares — — — — 1.5 1.5 — 1.5 Impact from settlement of share-based awards, net of shares acquired — ( 7.0 ) — — 6.9 ( 0.1 ) — ( 0.1 ) Stock-based compensation expense — 5.9 — — — 5.9 — 5.9 Changes in pension and postretirement plan assets and benefit obligation, net of tax — — — 2.3 — 2.3 — 2.3 Currency translation adjustment — — — ( 77.4 ) — ( 77.4 ) ( 0.3 ) ( 77.7 ) BALANCE SEPTEMBER 30, 2022 72.4 $ 368.2 $ 2,752.0 $ ( 606.0 ) $ ( 878.3 ) $ 1,708.3 $ 2.5 $ 1,710.8 14 NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (in millions, except share data) Common Shares Issued at Par Value Capital Surplus Retained Earnings Accumulated Other Comprehensive Loss Treasury Stock Total Share- holders’ Equity Non-controlling Interest Total Equity BALANCE DECEMBER 31, 2020 72.4 $ 330.7 $ 2,192.8 $ ( 466.4 ) $ ( 600.6 ) $ 1,528.9 $ 2.2 $ 1,531.1 Net income — — 108.4 — — 108.4 — 108.4 Cash dividends ($ 0.43 per share) — — ( 25.0 ) — — ( 25.0 ) — ( 25.0 ) Impact from settlement of share-based awards, net of shares acquired — ( 2.3 ) — — 9.5 7.2 — 7.2 Stock-based compensation expense — 6.3 — — — 6.3 — 6.3 Changes in pension and postretirement plan assets and benefit obligation, net of tax — — — 4.9 — 4.9 — 4.9 Currency translation adjustment — — — ( 35.7 ) — ( 35.7 ) 0.8 ( 34.9 ) BALANCE MARCH 31, 2021 72.4 $ 334.7 $ 2,276.2 $ ( 497.2 ) $ ( 591.1 ) $ 1,595.0 $ 3.0 $ 1,598.0 Net income — — 138.3 — — 138.3 — $ 138.3 Cash dividends ($ 0.43 per share) — — ( 25.2 ) — — ( 25.2 ) — ( 25.2 ) Impact from settlement of share-based awards, net of shares acquired — 7.6 — — ( 9.5 ) ( 1.9 ) — ( 1.9 ) Stock-based compensation expense — 6.1 — — — 6.1 — 6.1 Changes in pension and postretirement plan assets and benefit obligation, net of tax — — — 5.2 — 5.2 — 5.2 Currency translation adjustment — — — 7.7 — 7.7 ( 0.1 ) 7.6 BALANCE JUNE 30, 2021 72.4 $ 348.4 $ 2,389.3 $ ( 484.3 ) $ ( 600.6 ) $ 1,725.2 $ 2.9 $ 1,728.1 Net income — — 116.6 — — 116.6 — 116.6 Cash dividends ($ 0.43 per share) — — ( 25.3 ) — — ( 25.3 ) — ( 25.3 ) Impact from settlement of share-based awards, net of shares acquired — 2.0 — — 2.6 4.6 — 4.6 Stock-based compensation expense — 6.0 — — — 6.0 — 6.0 Changes in pension and postretirement plan assets and benefit obligation, net of tax — — — 5.2 — 5.2 — 5.2 Currency translation adjustment — — — ( 24.7 ) — ( 24.7 ) ( 0.1 ) ( 24.8 ) BALANCE SEPTEMBER 30, 2021 72.4 $ 356.4 $ 2,480.6 $ ( 503.8 ) $ ( 598.0 ) $ 1,807.6 $ 2.8 $ 1,810.4 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, 2021 $ ( 301.9 ) $ ( 138.3 ) $ ( 440.2 ) Other comprehensive income (loss) before reclassifications — ( 174.9 ) ( 174.9 ) Amounts reclassified from accumulated other comprehensive loss 9.1 — 9.1 Net period other comprehensive income (loss) 9.1 ( 174.9 ) ( 165.8 ) Balance as of September 30, 2022 $ ( 292.8 ) $ ( 313.2 ) $ ( 606.0 ) a Net of tax benefit of $ 120.8 million and $ 117.9 million as of September 30, 2022 and December 31, 2021, respectively. 15 NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS The table below illustrates the amounts reclassified out of each component of accumulated other comprehensive loss for the three and nine month periods ended September 30, 2022, and 2021. 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) 2022 2021 2022 2021 Amortization of pension items: Prior service costs $ — $ ( 0.1 ) $ ( 0.1 ) $ ( 0.2 ) Net loss 3.3 6.5 12.9 19.6 Amortization of postretirement items: Prior service costs ( 0.3 ) ( 0.3 ) ( 0.8 ) ( 0.8 ) Total before tax $ 3.0 $ 6.1 $ 12.0 $ 18.6 Tax impact 0.8 0.9 2.9 3.3 Total reclassifications for the period $ 2.2 $ 5.2 $ 9.1 $ 15.3 16 NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Note 6 - Defined Benefit and Postretirement Benefits For all plans, the components of net periodic benefit for the three months ended September 30, 2022, and 2021 are as follows: Pension Postretirement (in millions) 2022 2021 2022 2021 Service cost $ 1.7 $ 1.6 $ — $ 0.1 Interest cost 6.9 5.2 0.2 0.2 Expected return on plan assets ( 15.7 ) ( 14.8 ) — — Amortization of prior service cost — ( 0.1 ) ( 0.3 ) ( 0.3 ) Amortization of net loss 3.3 6.5 — — Net periodic benefit $ ( 3.8 ) $ ( 1.6 ) $ ( 0.1 ) $ — For all plans, the components of net periodic benefit for the nine months ended September 30, 2022, and 2021 are as follows: Pension Postretirement (in millions) 2022 2021 2022 2021 Service cost $ 4.3 $ 4.7 $ 0.1 $ 0.3 Interest cost 17.4 15.7 0.5 0.5 Expected return on plan assets ( 43.6 ) ( 44.7 ) — — Recognized curtailment gain — ( 0.6 ) — — Amortization of prior service cost ( 0.1 ) ( 0.2 ) ( 0.8 ) ( 0.8 ) Amortization of net loss 12.9 19.6 — — Net periodic benefit $ ( 9.1 ) $ ( 5.5 ) $ ( 0.2 ) $ — 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 “Selling, general 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 2022 $ 20.1 $ 2.6 Amounts contributed during the nine months ended September 30, 2022 $ 19.3 $ — 17 NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Note 7 - 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, 2022 2021 2022 2021 Effective Tax Rate ( 69.4 )% 15.3 % 34.2 % 13.1 % During the third quarter of 2022, the Company divested its asbestos-related assets and liabilities and recorded a pre-tax loss of $ 162.4 million. Based on existing U.S. income tax guidance, the Company did not record an income tax benefit related to this transaction. However, the Company released a valuation allowance previously recorded against certain state deferred tax assets based on available evidence indicating it to be more likely than not the Company will realize a state income tax benefit for certain non-asbestos related future tax deductions. Specifically, the Company considered the impact of the lack of future asbestos settlement and defense payments on state taxable income, projected future state taxable income exclusive of reversing deferred taxes, the Company’s U.S. business resulting net deferred tax liability position after the asbestos-related transaction, and the lack of separate state income tax filings. The combination of a loss on the asbestos-related transaction and the lack of a related tax benefit resulted in the Company’s negative tax rate for the three months ended September 30, 2022. This negative tax rate represents a tax expense recorded against a book loss. In this context, the Company’s tax rate for the three months ended September 30, 2022 is higher than the prior year’s comparable period primarily due to the absence of a tax benefit recorded against the asbestos-related transaction as well as higher non-U.S. taxes, partially offset by the aforementioned release of a valuation allowance and the statutory U.S. deduction related to our non-U.S. subsidiaries’ income. Our effective tax rate for the nine months ended September 30, 2022 is higher than the prior year’s comparable periods primarily due to the absence of a tax benefit recorded against the asbestos-related transaction and the reversal of a deferred tax asset established in a prior period that relates to the sale of a subsidiary, partially offset by the aforementioned release of a valuation allowance and statutory U.S. tax credits and a deduction related to our non-U.S. subsidiaries’ income. Our effective tax rates for the three and nine months ended September 30, 2022 are higher than the statutory U.S. federal tax rate of 21% primarily due to the absence of a tax benefit recorded against the asbestos-related transaction, earnings in jurisdictions with statutory tax rates higher than the United States, expenses that are statutorily non-deductible for income tax purposes and U.S. state taxes, partially offset by the aforementioned release of valuation allowance, 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 and nine months ended September 30, 2022, our gross unrecognized tax benefits, excluding interest and penalties, increased by $ 0.1 million and $ 0.2 million, respectively, primarily due to increases in tax positions taken in the current periods, partially offset by tax positions taken during prior period and reductions from expirations of statues of limitations. During the three and nine months ended September 30, 2022, the total amount of unrecognized tax benefits that, if recognized, would cause our effective tax rate to increase by $ 0.3 million and $ 0.6 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 and nine months ended September 30, 2022, we recognized $ 0.3 million and $ 0.5 million, respectively, of interest and penalty expense related to unrecognized tax benefits in our Condensed Consolidated Statement of Operations. As of September 30, 2022, and December 31, 2021, the total amount of accrued interest and penalty expense related to unrecognized tax benefits recorded in our Condensed Consolidated Balance Sheets was $ 5.4 million and $ 4.9 million, respectively. During the next twelve months, it is reasonably possible that our unrecognized tax benefits may decrease by $ 6.8 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. 18 NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Note 8 - 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, 2022, we had six 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 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 Payment & Merchandising Technologies Engineered Materials Total Balance as of December 31, 2021 $ 202.5 $ 349.4 $ 860.6 $ 171.3 $ 1,583.8 Currency translation ( 0.3 ) ( 21.8 ) ( 42.2 ) ( 0.1 ) ( 64.4 ) Disposal on sale of business — ( 22.3 ) — — ( 22.3 ) Balance as of September 30, 2022 $ 202.2 $ 305.3 $ 818.4 $ 171.2 $ 1,497.1 As of September 30, 2022, we had $ 419.9 million of net intangible assets, of which $ 68.5 million were intangibles with indefinite useful lives. As of December 31, 2021, we had $ 467.1 million of net intangible assets, of which $ 70.6 million were intangibles with indefinite useful lives. Changes to intangible assets are as follows: (in millions) Nine Months Ended September 30, 2022 Year Ended December 31, 2021 Balance at beginning of period, net of accumulated amortization $ 467.1 $ 520.3 Amortization expense ( 31.4 ) ( 44.5 ) Currency translation and other ( 15.8 ) ( 8.7 ) Balance at end of period, net of accumulated amortization $ 419.9 $ 467.1 19 NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS A summary of intangible assets follows: September 30, 2022 December 31, 2021 (in millions) Weighted Average Amortization Period of Finite Lived Assets (in years) Gross Asset Accumulated Amortization Net Gross Asset Accumulated Amortization Net Intellectual property rights 15.0 $ 132.3 $ 57.9 $ 74.4 $ 136.8 $ 59.2 $ 77.6 Customer relationships and backlog 18.4 622.1 314.0 308.1 651.7 308.8 342.9 Drawings 40.0 11.1 10.7 0.4 11.1 10.6 0.5 Other 11.7 136.3 99.3 37.0 142.1 96.0 46.1 Total 17.9 $ 901.8 $ 481.9 $ 419.9 $ 941.7 $ 474.6 $ 467.1 Future amortization expense associated with intangible assets is expected to be: (in millions) Remainder of 2022 $ 10.4 2023 40.7 2024 40.0 2025 34.8 2026 34.6 2027 and after 190.9 Note 9 - Accrued Liabilities Accrued liabilities consist of: (in millions) September 30, 2022 December 31, 2021 Employee related expenses $ 127.1 $ 181.9 Warranty 9.1 8.6 Current lease liabilities 19.1 22.7 Contract liabilities 117.6 101.1 Other 123.0 128.4 Total $ 395.9 $ 442.7 We accrue warranty liabilities when it is probable that an asset has been impaired, or a liability has been incurred and the amount of the loss can be reasonably estimated. Warranty provision is included within “Cost of sales” in our Condensed Consolidated Statements of Operations. The following table summarizes warranty activity recorded during the three and nine months ended September 30, 2022, and 2021. Three Months Ended September 30, Nine Months Ended September 30, (in millions) 2022 2021 2022 2021 Balance at beginning of period $ 8.5 $ 11.8 $ 8.6 $ 9.4 Expense 2.8 1.1 6.3 7.1 Payments / deductions ( 2.1 ) ( 2.1 ) ( 5.7 ) ( 5.7 ) Currency translation ( 0.1 ) ( 0.2 ) ( 0.1 ) ( 0.2 ) Balance at end of period $ 9.1 $ 10.6 $ 9.1 $ 10.6 20 NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Note 10 - Commitments and Contingencies Asbestos Liability On August 12, 2022, Crane Holdings, Co., Crane Company, a wholly-owned subsidiary of Crane Holdings, Co., and Redco, then a wholly-owned subsidiary of Crane Company that held liabilities including asbestos liabilities and related insurance assets, entered into the Redco Purchase Agreement with Redco Buyer, an unrelated third party and long-term liability management company specializing in the acquisition and management of legacy corporate liabilities, whereby Crane Company transferred to Redco Buyer all of the issued and outstanding shares of Redco. In connection with the Redco Sale, Crane Holdings, Co., on behalf of Crane Company, contributed approximately $ 550 million in cash to Redco, which was funded by a combination of short-term borrowings and cash on hand. Concurrent with the completion of the Redco Sale, Redco Buyer contributed $ 83 million in cash to Redco. Pursuant to the terms of the Redco Purchase Agreement, Crane Company and Redco Buyer will each indemnify the other for breaches of representations and warranties, breaches of covenants and obligations and certain liabilities, subject to the terms of the Redco Purchase Agreement. While indemnification by each of Crane Company and Redco Buyer to the other party for breach of representations and warranties is capped at $ 83 million, in each case, based on the terms and subject to certain limitations as set forth in the Redco Purchase Agreement, liability of each of Crane Company and Redco Buyer for breaches of covenants and obligations and for indemnified liabilities is generally uncapped. Such covenants and obligations include that Redco has agreed to indemnify Crane Company and its affiliates for all claims arising out of asbestos liabilities, and Crane Company has agreed to indemnify Redco and its affiliates for all other historical liabilities of Redco, which include certain potential environmental liabilities. Crane Holdings, Co. has guaranteed the full payment and performance of Crane Company’s indemnification obligations under the Redco Purchase Agreement. Upon consummation of the previously announced separation transaction pursuant to which, among other things, all outstanding shares of Crane Company will be distributed to Crane Holdings, Co.’s stockholders, Crane Holdings, Co. will be released from its guarantee of Crane Company’s indemnification obligations under the Redco Purchase Agreement. As a result of the Redco Sale, all asbestos obligations and liabilities, related insurance assets and associated deferred tax assets of Redco have been removed from Crane Holdings, Co.’s consolidated balance sheets effective August 12, 2022 and the Company no longer has any obligation with respect to pending and future asbestos claims. As such, Redco has been deconsolidated from our 2022 financial results, as we no longer maintain control of the entity. Therefore, for the period ending September 30, 2022, all asbestos obligations and liabilities, related insurance assets and associated deferred tax assets of Redco are no longer reported on the condensed consolidated balance sheet. The Company recorded a loss on the divestiture of asbestos-related assets and liabilities of $ 162.4 million in the third quarter of 2022, including transaction expenses of $ 13.5 million. The following is a summary of the loss on divestiture of asbestos-related assets and liabilities: (in millions) Cash $ ( 550.0 ) Current insurance receivable ( 13.8 ) Long-term insurance receivable ( 49.4 ) Deferred tax asset ( 107.9 ) Current asbestos liability 62.5 Long-term asbestos liability 509.7 Loss on divestiture of asbestos-related assets and liabilities, before transaction costs ( 148.9 ) Transaction costs ( 13.5 ) Loss on divestiture of asbestos-related assets and liabilities $ ( 162.4 ) The gross settlement and defense costs incurred (before insurance recoveries and tax effects) by us as of August 11, 2022 and reflected in the nine-month period ended September 30, 2021 totaled $ 35.8 million and $ 35.7 million, respectively. Our total pre-tax payments for settlement and defense costs, net of funds received from insurers, as of August 11, 2022 and reflected in 21 NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS the nine-month period ended September 30, 2021 totaled $ 29.3 million and $ 29.6 million, respectively. Detailed below are the comparable amounts for the periods indicated. Quarter-to-Date Period Ended Year-to-Date Period Ended (in millions) August 11, 2022 September 30, 2021 August 11, 2022 September 30, 2021 Settlement / indemnity costs incurred (1) $ 6.3 $ 10.6 $ 29.4 $ 24.5 Defense costs incurred (1) 1.0 3.8 6.4 11.2 Total costs incurred $ 7.3 $ 14.4 $ 35.8 $ 35.7 Settlement / indemnity payments $ 6.6 $ 8.9 $ 33.8 $ 28.4 Defense payments 1.1 3.9 6.1 11.3 Insurance receipts ( 1.8 ) ( 3.4 ) ( 10.6 ) ( 10.1 ) Pre-tax cash payments, net $ 5.9 $ 9.4 $ 29.3 $ 29.6 (1) Before insurance recoveries and tax effects. Other Contingencies Environmental Matters For environmental matters, we record a liability for estimated remediation costs when it is probable that we will be responsible for such costs and they can be reasonably estimated. Generally, third party specialists assist in the estimation of remediation costs. The environmental remediation liability as of September 30, 2022 is substantially related to the former manufacturing site in Goodyear, Arizona (the “Goodyear Site”) discussed below. On June 21, 2021, we completed the sale of substantially all of the property associated with what we have historically called the Goodyear Site for $ 8.7 million, retaining only a small parcel on which our remediation and treatment systems are located. We will continue to be responsible for all remediation costs associated with the Goodyear Site. As a preliminary matter, we note that on August 12, 2022, Crane Holdings, Co., Crane Company, a wholly-owned subsidiary of Crane Holdings, Co., and Redco Corporation (f/k/a Crane Co., (“Redco”) a wholly-owned subsidiary of Crane Company that holds liabilities including asbestos liabilities and related insurance assets, entered into the Redco Purchase Agreement with Redco Buyer, an unrelated third party and a 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 that Crane Company has agreed to indemnify Redco and its affiliates for all other historical liabilities of Redco, which include certain potential environmental liabilities. Crane Holdings, Co. has guaranteed the full payment and performance of Crane Company’s indemnification obligations under the Redco Purchase Agreement. Upon consummation of the previously announced separation transaction pursuant to which, among other things, all outstanding shares of Crane Company will be distributed to Crane Holdings, Co.’s stockholders, Crane Holdings, Co. will be released from its guarantee of Crane 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 ultimately 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 a further transfer of this environmental liability to Crane Company upon effectiveness of the separation transaction is expected. The potential liability for the Crab Orchard Site referenced below remains a direct obligation of Redco. As noted above, however, Crane Company, and Crane Holdings, Co. (as guarantor until the time of the separation transaction), have agreed to indemnify Redco Buyer against the Goodyear, Roseland, and Crab Orchard environmental liabilities. Thus, references below to “we”, and “us” refer to Crane Holdings, Co. in its capacity as the primarily responsible party for the Goodyear and Roseland Sites, and as indemnitor to the Redco Buyer on the Crab Orchard Site. Goodyear Site The Goodyear Site was operated by Unidynamics/Phoenix, Inc. (“UPI”), which became an indirect subsidiary in 1985 when Crane Co. (n/k/a Redco) acquired UPI’s parent company, UniDynamics Corporation. UPI is now an indirect subsidiary of Crane Holdings, Co. 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”) 22 NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS issued administrative orders requiring UPI to design and conduct certain remedial actions, which UPI has done. Groundwater extraction and treatment systems have been in operation at the Goodyear Site since 1994. On July 26, 2006, we entered a consent decree with the EPA with respect to the Goodyear Site providing for, among other things, a work plan for further investigation and remediation activities (inclusive of a supplemental remediation investigation and feasibility study). During the third quarter of 2014, the EPA issued a Record of Decision (“ROD”) amendment permitting, among other things, additional source area remediation resulting in us recording a charge of $ 49.0 million, extending the accrued costs through 2022. Following the 2014 ROD amendment, we continued our remediation activities and explored an alternative strategy to accelerate remediation of the site. During the fourth quarter of 2019, we received conceptual agreement from the EPA on our alternative remediation strategy which is expected to further reduce the contaminant plume. Accordingly, in 2019, we recorded a pre-tax charge of $ 18.9 million, net of reimbursements, to extend our forecast period through 2027 and reflect our revised workplan. The total estimated gross liability was $ 26.0 million and $ 32.3 million as of September 30, 2022 and December 31, 2021, respectively and as described below, a portion is reimbursable by the U.S. Government. The current portion of the total estimated liability was $ 7.8 million and $ 7.1 million as of September 30, 2022 and December 31, 2021, respectively, and represents our best estimate, in consultation with our technical advisors, of total remediation costs expected to be paid during the twelve-month period. It is not possible at this point to reasonably estimate the amount of any obligation in excess of our current accruals through the 2027 forecast period because of the aforementioned uncertainties, in particular, the continued significant changes in the Goodyear Site conditions and additional expectations of remediation activities experienced in recent years. On July 31, 2006, we entered into a consent decree with the U.S. Department of Justice on behalf of the Department of Defense and the Department of Energy pursuant to which, among other things, the U.S. Government reimburses us for 21 % of qualifying costs of investigation and remediation activities at the Goodyear Site. As of September 30, 2022 and December 31, 2021, we recorded a receivable of $ 5.7 million and $ 7.3 million, respectively, for the expected reimbursements from the U.S. Government in respect of the aggregate liability as at that date. The receivable is reduced as reimbursements and other payments from the U.S. Government are received. Other Environmental Matters Roseland, NJ Site The Roseland Site was operated by Resistoflex Corporation (“Resistoflex”), which became an indirect subsidiary of ours in 1985 when we 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 are in the late stages of our remediation activities at the Site, which include a comprehensive delineation of contaminants of concern in soil, groundwater, surface water, sediment, and indoor air testing, all in accordance with the New Jersey Department of Environmental Protection guidelines and directives. Marion, IL Site Crane Co. (n/k/a Redco) has been identified as a potentially responsible party (“PRP”) with respect to environmental contamination at the Crab Orchard National Wildlife Refuge Superfund Site (the “Crab Orchard Site”). The Crab Orchard Site is located near Marion, Illinois, and consists of approximately 55,000 acres. Beginning in 1941, the United States used the Crab Orchard Site for the production of ordnance and other related products for use in World War II. In 1947, about half of the Crab Orchard Site was leased to a variety of industrial tenants whose activities (which continue to this day) included manufacturing ordnance and explosives. Unidynamics Corporation of us formerly leased portions of the Crab Orchard Site and conducted manufacturing operations at the Crab Orchard Site from 1952 until 1964. General Dynamics Ordnance and Tactical Systems, Inc. (“GD-OTS”) is in the process of conducting a remedial investigation and feasibility study for a portion of the Crab Orchard Site (the “AUS-OU”), which includes an area where we maintained operations, pursuant to an Administrative Order on Consent. A remedial investigation report was approved in February 2015, and work on the feasibility study is underway. It is unclear when the final feasibility study will be completed, or when a final Record of Decision may be issued. As noted above, we have agreed to indemnify Redco Buyer against the Crab Orchard environmental liabilities, and accordingly we act as 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 with respect to the AUS-OU, and Crane Co. (n/k/a Redco), the U.S. Government, and other PRPs entered into a non-binding mediation agreement in 2015. We have stepped into Redco’s position as a participant in the mediation. The first phase of the mediation, involving certain former munitions or ordnance storage areas, 23 NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 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 we expect to continue to be, in the aggregate, an immaterial amount. We understand that GD-OTS has also reached agreements with the U.S. Government and the other participating PRPs related to the first-phase areas of concern. Negotiations between GD-OTS, the U.S. Government and remaining participants are underway with respect to resolution of the U.S. Government’s liability for, and contribution claims with respect to, the remaining areas of the site, including those portions of the Crab Orchard Site where Redco’s predecessor conducted manufacturing and research activities. We at present cannot predict whether these further negotiations will result in a definitive agreement, or when any determination of the ultimate allocable shares of GD-OTS and U.S. Government response costs for which we may be liable is likely to be completed. It is not possible at this time to reasonably estimate the total amount of any obligation for remediation of the Crab Orchard Site as a whole because the allocation among PRPs, selection of remediation alternatives, and concurrence of regulatory authorities have not yet advanced to the stage where a reasonable estimate can be made. Insurers with contractual coverage obligations for this site have been notified of this potential liability and have been providing defense and indemnity coverage, subject to reservations of rights. Other Proceedings We regularly review the status of lawsuits, claims and proceedings that have been or may be asserted against us relating to the conduct of our business, including those pertaining to product liability, patent infringement, commercial, employment, employee benefits, environmental and stockholder matters. We record a provision for a liability for such matters when it is considered probable that a liability has been incurred and the amount of the loss can be reasonably estimated. These provisions, if any, are reviewed quarterly and adjusted as additional information becomes available. If either or both of the criteria are not met, we assess whether there is at least a reasonable possibility that a loss, or additional losses, may have been incurred. If there is a reasonable possibility that a loss or additional loss may have been incurred for such matters, we disclose the estimate of the amount of loss or range of loss, disclose that the amount is immaterial, or disclose that an estimate of loss cannot be made, as applicable. We believe that as of September 30, 2022, there was no reasonable possibility that a material loss, or any additional material losses, may have been incurred for such matters, and that adequate provision has been made in our financial statements for the potential impact of all such matters. Note 11 - Financing Our debt consisted of the following: (in millions) September 30, 2022 December 31, 2021 364-Day Credit Agreement 399.5 — Total short-term borrowings $ 399.5 $ — 4.45 % notes due December 2023 $ 299.6 $ 299.4 6.55 % notes due November 2036 198.6 198.5 4.20 % notes due March 2048 346.5 346.3 Other deferred financing costs associated with credit facilities ( 1.5 ) ( 1.8 ) Total long-term debt $ 843.2 $ 842.4 Debt discounts and debt issuance costs totaled $ 5.9 million and $ 5.7 million as of September 30, 2022 and December 31, 2021, respectively, and have been netted against the aggregate principal amounts of the related debt in the components of the debt table above. 364-Day Credit Agreement - On August 11, 2022, the Company entered into a new senior unsecured 364 -day credit facility (the “ 364 -Day Credit Agreement”) under which it borrowed term loans denominated in U.S. dollars (the “Term Loans”) in an aggregate principal amount of $ 400 million. Interest on the Term Loans accrues at a rate per annum equal to, at the Company’s option, (a) a base rate (determined in a customary manner), plus a margin of 0.25 % or 0.50 % that is determined based upon the ratings by S&P and Moody’s of the Company’s senior unsecured long-term debt (the “Index Debt Rating”) or (b) an adjusted Term SOFR (determined in a customary manner) for an interest period to be selected by the Company, plus a 24 NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS margin of 1.25 % or 1.50 % that is determined based upon the Index Debt Rating. The 364 -Day Credit Agreement contains customary affirmative and negative covenants for credit facilities of this type. Commercial paper program - On July 28, 2021, we increased the size of the commercial paper program (“CP Program”) to permit the issuance of short-term, unsecured commercial paper notes in an aggregate principal amount not to exceed $ 650 million at any time outstanding. Prior to this increase, the CP Program permitted us to issue commercial paper notes in an aggregate principal amount not to exceed $ 550 million at any time outstanding. The other terms and conditions of the CP program remain the same. Amounts available under the CP Program may be borrowed, repaid and re-borrowed from time to time. The notes will have maturities of up to 397 days from date of issue. The notes rank at least pari passu with all of our other unsecured and unsubordinated indebtedness. As of September 30, 2022 and December 31, 2021, there were no outstanding borrowings under the commercial paper program. Note 12 - Fair Value Measurements Accounting standards define fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value measurements are to be considered from the perspective of a market participant that holds the asset or owes the liability. The standards also establish a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standards describe three levels of inputs that may be used to measure fair value: Level 1 : Quoted prices in active markets for identical or similar assets and liabilities. Level 2 : Quoted prices for identical or similar assets and liabilities in markets that are not active or observable inputs other than quoted prices in active markets for identical or similar assets and liabilities. Level 2 assets and liabilities include over-the-counter derivatives, principally forward foreign exchange contracts, whose value is determined using pricing models with inputs that are generally based on published foreign exchange rates and exchange traded prices, adjusted for other specific inputs that are primarily observable in the market or can be derived principally from or corroborated by observable market data. Level 3 : Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Valuation Technique The carrying value of our financial assets and liabilities, including cash and cash equivalents, accounts receivable 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 $ 81.6 million and $ 3.0 million as of September 30, 2022 and December 31, 2021, respectively. Our derivative assets and liabilities include foreign exchange contract derivatives that are measured at fair value using internal models based on observable market inputs such as forward rates and interest rates. Based on these inputs, the derivatives are classified within Level 2 of the valuation hierarchy. Such derivative receivable amounts are recorded within “Other current assets” on our Condensed Consolidated Balance Sheets and were $ 13.8 million and $ 0.0 million as of September 30, 2022 and December 31, 2021, respectively. Such derivative liability amounts are recorded within “Accrued liabilities” on our Condensed Consolidated Balance Sheets and were $ 0.0 million and less than $ 0.1 million as of September 30, 2022 and December 31, 2021, respectively. Available-for-sale securities consist of rabbi trust investments that hold marketable securities for the benefit of participants in our Supplemental Executive Retirement Plan. These investments are measured at fair value using quoted market prices in an active market and are therefore classified within Level 1 of the valuation hierarchy. The fair value of available-for-sale securities was $ 0.4 million and $ 1.6 million as of September 30, 2022 and December 31, 2021, respectively. These investments are included in “Other assets” on our Condensed Consolidated Balance Sheets. Long-term debt rates currently available to us for debt with similar terms and remaining maturities are used to estimate the fair value for debt issues that are not quoted on an exchange. The estimated fair value of total debt, measured using Level 2 inputs, was $ 757.8 million and $ 984.9 million as of September 30, 2022 and December 31, 2021, respectively. 25 NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Note 13 - Restructuring Overview 2020 Repositioning - In the second quarter of 2020, we initiated actions in response to the adverse economic impact of COVID-19 and integration actions related to the Cummins-Allison acquisition. These actions included workforce reductions of approximately 1,200 employees, or about 11 % of our global workforce, and the exiting of two leased office facilities and one leased warehouse facility. We have completed this program and do not expect to incur additional restructuring charges. We recorded restructuring gains of $1.1 million and $1.5 million in the three month and nine month periods ended September 30, 2021, respectively. 2019 Repositioning - In the fourth quarter of 2019, we initiated actions to consolidate two manufacturing operations in Europe within our Process Flow Technologies segment. In 2020, we recorded additional severance costs related to the final negotiation with the works council/union at both locations. These actions, taken together, included workforce reductions of approximately 180 employees, or less than 1 % of our global workforce. We expect to complete the program in the fourth quarter of 2023. There were no charges recorded in the three month periods ended September 30, 2022 or 2021 related to these actions. We recorded a charge of $ 0.1 million in the nine months ended September 30, 2021 related to these actions. 2017 Repositioning - In the fourth quarter of 2017, we initiated broad-based repositioning actions designed to improve profitability. These actions included headcount reductions of approximately 300 employees, or about 3 % of our global workforce, and select facility consolidations in North America and Europe. In 2020, we adjusted the estimate downward to reflect the impact of employees that chose to voluntarily terminate prior to receiving severance at the conclusion of the actions in North America. In 2021, we recorded a gain on sale of real estate related to these actions. We expect to complete the program in the first quarter of 2023. There were no charges recorded in the three month periods ended September 30, 2022 or 2021 related to these actions. We recorded a gain of $ 12.9 million in the nine months ended September 30, 2021 related to these actions. Restructuring (gains) charges, net We recorded restructuring (gains) charges, net which are reflected in the Condensed Consolidated Statements of Operations, as follows: Three Months Ended September 30, Nine Months Ended September 30, (in millions) 2022 2021 2022 2021 Process Flow Technologies $ — $ — — ( 12.6 ) Payment & Merchandising Technologies — ( 1.1 ) — ( 1.7 ) Total restructuring (gains) charges, net $ — $ ( 1.1 ) $ — $ ( 14.3 ) The following table summarizes our restructuring gains, net by program, cost type and segment for the nine months ended September 30, 2022 and 2021: Nine Months Ended September 30,2022 Nine Months Ended September 30,2021 (in millions) Severance Other Total Severance Other Total Payment & Merchandising Technologies $ — $ — $ — $ ( 0.7 ) $ ( 0.8 ) $ ( 1.5 ) 2020 Repositioning $ — $ — $ — $ ( 0.7 ) $ ( 0.8 ) $ ( 1.5 ) Process Flow Technologies $ — $ — $ — $ 0.1 $ — $ 0.1 2019 Repositioning $ — $ — $ — $ 0.1 $ — $ 0.1 Process Flow Technologies 1 $ — $ — $ — $ — $ ( 12.7 ) $ ( 12.7 ) Payment & Merchandising Technologies — — — ( 0.2 ) — ( 0.2 ) 2017 Repositioning $ — $ — $ — $ ( 0.2 ) $ ( 12.7 ) $ ( 12.9 ) Total $ — $ — $ — $ ( 0.8 ) $ ( 13.5 ) $ ( 14.3 ) 1 Reflects a pre-tax gain related to the sale of real estate in 2021. 26 NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS The following table summarizes the cumulative restructuring costs, net incurred through September 30, 2022. We do not expect to incur additional facility consolidation costs to complete these actions as of September 30, 2022. Cumulative Restructuring Costs, Net (in millions) Severance Other Total Aerospace & Electronics $ 6.5 $ — $ 6.5 Process Flow Technologies 3.7 — 3.7 Payment & Merchandising Technologies 15.8 1.8 17.6 2020 Repositioning $ 26.0 $ 1.8 $ 27.8 Process Flow Technologies $ 16.1 $ — $ 16.1 2019 Repositioning $ 16.1 $ — $ 16.1 Aerospace & Electronics $ 1.3 $ ( 1.4 ) $ ( 0.1 ) Process Flow Technologies 13.1 ( 12.7 ) 0.4 Payment & Merchandising Technologies 11.5 0.7 12.2 2017 Repositioning $ 25.9 $ ( 13.4 ) $ 12.5 Restructuring Liability The following table summarizes the accrual balances related to each restructuring program: (in millions) 2019 Repositioning 2017 Repositioning Total Severance: Balance as of December 31, 2021 (a) $ 11.5 $ 0.7 $ 12.2 Utilization ( 7.1 ) ( 0.6 ) ( 7.7 ) Balance as of September 30, 2022 (a) $ 4.4 $ 0.1 $ 4.5 (a) Included within Accrued Liabilities in the Condensed Consolidated Balance Sheets. 27 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS