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Item 9A. Controls and Procedures

2023-03-01 compared with 2022-02-28 · 44 added, 27 removed, 138 unchanged (34% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures .

The Company’s Chief Executive Officer and Principal Financial Officer evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of the end of the year covered by this annual report.

The Company’s Chief Executive Officer and Chief Financial Officer evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of the end of the year covered by this annual report.

The Company’s disclosure controls and procedures are designed to ensure that information required to be disclosed by the Company in the reports that are filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized, and reported within the time periods specified in the SEC rules and forms and the information is accumulated and communicated to the Company’s Chief Executive Officer and Principal Financial Officer to allow timely decisions regarding required disclosure.

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Directors of Crane Co.

To the Shareholders and the Board of Directors of Crane Holdings, Co.

Opinion on Internal Control over Financial Reporting

We have audited the internal control over financial reporting of Crane Co.

We have audited the internal control over financial reporting of Crane Holdings, Co.

and subsidiaries (the “Company”) as of December 31, 2022, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2021, of the Company and our report dated February 28, 2022, expressed an unqualified opinion on those consolidated financial statements.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, based on criteria established in I nternal Control — Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2022, of the Company and our report dated March 1, 2023, expressed an unqualified opinion on those consolidated financial statements.

Basis for Opinion

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Stamford, Connecticut

February 28, 2022

March 1, 2023

Other Information

2 unchanged sentences

Directors, Executive Officers and Corporate Governance

The information required by Item 10 is incorporated by reference to the definitive proxy statement with respect to the 2022 Annual Meeting of Shareholders which the Company expects to file with the Commission pursuant to Regulation l4A on or about March 11, 2022 except that such information with respect to Executive Officers of the Registrant is included, pursuant to Instruction 3, paragraph (b) of Item 401 of Regulation S-K, under Part I.

The information required by Item 10 is incorporated by reference to the definitive proxy statement with respect to the 2023 Annual Meeting of Shareholders which the Company expects to file with the Commission pursuant to Regulation l4A on or about June 5, 2023 except that such information with respect to Executive Officers of the Registrant is included, pursuant to Instruction 3, paragraph (b) of Item 401 of Regulation S-K, under Part I.

The Company’s Corporate Governance Guidelines, the charters of its Management Organization and Compensation Committee, its Nominating and Governance Committee and its Audit Committee and its Code of Ethics are available at www.craneco.com/governance.

1 unchanged sentence

Executive Compensation

The information required by Item 11 is incorporated by reference to the definitive proxy statement with respect to the 2022 Annual Meeting of Shareholders which the Company expects to file with the Commission pursuant to Regulation 14A on or about March 11, 2022.

The information required by Item 11 is incorporated by reference to the definitive proxy statement with respect to the 2023 Annual Meeting of Shareholders which the Company expects to file with the Commission pursuant to Regulation 14A on or about June 5, 2023.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Except the information required by Section 201(d) of Regulation S-K which is set forth below, the information required by Item 12 is incorporated by reference to the definitive proxy statement with respect to the 2022 Annual Meeting of Shareholders which the Company expects to file with the Commission pursuant to Regulation 14A on or about March 11, 2022.

Except the information required by Section 201(d) of Regulation S-K which is set forth below, the information required by Item 12 is incorporated by reference to the definitive proxy statement with respect to the 2023 Annual Meeting of Shareholders which the Company expects to file with the Commission pursuant to Regulation 14A on or about June 5, 2023.

As of December 31, 2022:

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Certain Relationships and Related Transactions, and Director Independence

The information required by Item 13 is incorporated by reference to the definitive proxy statement with respect to the 2022 Annual Meeting of Shareholders which the Company expects to file with the Commission pursuant to Regulation 14A on or about March 11, 2022.

The information required by Item 13 is incorporated by reference to the definitive proxy statement with respect to the 2023 Annual Meeting of Shareholders which the Company expects to file with the Commission pursuant to Regulation 14A on or about June 5, 2023.

Principal Accounting Fees and Services

The information required by Item 14 is incorporated by reference to the definitive proxy statement with respect to the 2022 Annual Meeting of Shareholders which the Company expects to file with the Commission pursuant to Regulation 14A on or about March 11, 2022.

The information required by Item 14 is incorporated by reference to the definitive proxy statement with respect to the 2023 Annual Meeting of Shareholders which the Company expects to file with the Commission pursuant to Regulation 14A on or about June 5, 2023.

Exhibits and Financial Statement Schedules

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Consolidated Statements of Operations Page 48

Consolidated Statements of Comprehensive Income (Loss) Page 40

Consolidated Statements of Comprehensive Income Page 49

Consolidated Balance Sheets Page 50

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Notes to Consolidated Financial Statements Page 54

Exhibit 10.1 Offer Letter, dated September 27, 2022, between the Company and Aaron Saak (filed herewith).

Exhibit 21 Subsidiaries of the Registrant.

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Exhibit 104 Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)

* Management Contracts or Compensatory Plans, Contracts or Arrangements.

Exhibits to Form 10-K — Documents incorporated by reference:

(2) Instruments Defining the Rights of Security Holders:

Agreement and Plan of Merger, dated as of December 5, 2017, by and among the Company, FC Development Corp., Crane & Co., Inc and, solely in its capacity as the Company Equityholder Representative, Shareholder Representative Services LLC (incorporated by reference to Exhibit 2.1 to Form 8-K filed on December 5, 2017).

(2) Plan of acquisition, reorganization, liquidation, or succession

Agreement and Plan of Merger, dated February 28, 2022, by and among Crane Co., Crane Holdings, Co., and Crane Transaction Company, LLC (included as Appendix A to the proxy statement/prospectus included in Amendment No.

2 to Crane Holdings, Co.’s Registration Statement on Form S-4 (Registration No.

333-263119) filed on April 14, 2022) (incorporated by reference to Exhibit 2.1 to Crane Holdings, Co.'s Current Report on Form 8-K12G3 filed on May 16, 2022).

Stock Purchase Agreement, dated as of August 12, 2022, by and among Crane Holdings, Co., Crane Company, Redco Corporation and Spruce Lake Liability Management Holdco LLC (incorporated by reference to Exhibit 2.1 to Crane Holdings, Co.'s Current Report on Form 8-K filed on August 15, 2022).

(3) Certificate of Incorporation and Bylaws:

The Company’s Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on April 25, 2017).

By-laws of the Company, as amended through April 24, 2017 (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on April 25, 2017).

Amended and Restated Certificate of Incorporation of Crane Holdings, Co.

(incorporated by reference to Exhibit 3.1 to Crane Holdings, Co.'s Current Report on Form 8-K12G3 filed on May 16, 2022).

Amended and Restated By-laws of Crane Holdings, Co.

(incorporated by reference to Exhibit 3.2 to Crane Holdings, Co.'s Current Report on Form 8-K12G3 filed on May 16, 2022).

(4) Instruments Defining the Rights of Security Holders:

Indenture dated as of April 1, 1991 between the Registrant and the Bank of New York (incorporated by reference to Exhibit 4.2 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2005).

First Supplemental Indenture to the Indenture dated April 1, 1991, dated as of May 16, 2022, between Crane Holdings, Co.

Bank Trust Company, National Association (incorporated by reference to Exhibit 4.5 to Crane Holdings, Co.'s Current Report on Form 8-K12G3 filed on May 16, 2022).

Indenture, dated as of December 13, 2013, between the Company and The Bank of New York Mellon, as trustee (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed on December 13, 2013).

First Supplemental Indenture to the Indenture dated December 13, 2013, dated as of May 16, 2022, between Crane Holdings, Co.

Bank Trust Company, National Association (incorporated by reference to Exhibit 4.2 to Crane Holdings, Co.'s Current Report on Form 8-K12G3 filed on May 16, 2022).

(4)(b)(3) Form of Note for 4.450% Notes due 2023 (incorporated by reference to Exhibit 4.3 to the Company's Current Report on Form 8-K filed on December 13, 2013).

1 unchanged sentence

Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed on February 5, 2018).

First Supplemental Indenture to the Indenture dated February 5, 2018, dated as of May 16, 2022, between Crane Holdings, Co.

Bank Trust Company, National Association (incorporated by reference to Exhibit 4.8 to Crane Holdings, Co.'s Current Report on Form 8-K12G3 filed on May 16, 2022).

Form of Note for 4.200% Senior Notes due 2048 (incorporated by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K filed on February 5, 2018).

Description of Registrant’s Securities Registered Pursuant to Section 12 of the Exchange Act (incorporated by reference to Exhibit 4.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2019).

Form of Commercial Paper dealer Agreement executed between Crane Co, as issuer and the Dealer party there to (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on March 3, 2015).

Form of Commercial Paper Dealer Agreement by and between Crane Holdings, Co.

and the respective commercial paper dealer party thereto (incorporated by reference to Exhibit 10.2 to Crane Holdings, Co.'s Current Report on Form 8-K12G3 filed on May 16, 2022).

10(b) $650 million 5-Year Revolving Credit Agreement, dated as of July 28, 2021 (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on July 28, 2021).

(iii) Compensatory Plans

Amendment No.

1, dated as of May 16, 2022, by and among Crane Holdings, Co., Crane Co., CR Holdings C.V., each Lender party thereto, and JPMorgan Chase Bank, N.A.

(incorporated by reference to Exhibit 10.1 to Crane Holdings, Co.'s Current Report on Form 8-K filed on May 16, 2022).

364-Day Credit Agreement, dated as of August 11, 2022, by and among Crane Holdings, Co., as borrower, the financial institutions party thereto, as lenders, and JPMorgan Chase Bank, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to Crane Holdings, Co.'s Current Report on Form 8-K filed on August 15, 2022).

(iii) Management Contracts or Compensatory Plans, Contracts or Arrangements

(a) The 2011 Annual Incentive Plan (incorporated by reference to Appendix A to the Company's Proxy Statement filed on March 9, 2011).

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Pursuant to the requirements of Section l3 or l5 (d) of the Securities Exchange Act of l934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

CRANE HOLDINGS, CO.

By /s/ MAX H.

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Mitchell President, Chief Executive Officer and Director Richard A.

Maue Senior Vice President

Maue Executive Vice President

Chief Financial Officer

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TULLIS /s/ MARTIN R.

BENANTE /s/ DONALD G.

BENANTE /s/ MICHAEL DINKINS

Tullis Martin R.

Benante Donald G.

Benante Michael Dinkins

Date 3/1/2023 Date 3/1/2023 Date 3/1/2023

/s/ MICHAEL DINKINS /s/ RONALD C.

LINDSAY /s/ ELLEN MCCLAIN

Michael Dinkins Ronald C.

Lindsay Ellen McClain

/s/ RONALD C.

LINDSAY /s/ ELLEN MCCLAIN /s/ CHARLES G.

Lindsay Ellen McClain Charles G.

Date 3/1/2023 Date 3/1/2023 Date 3/1/2023

/s/ CHARLES G.

/s/ JENNIFER M.

1 unchanged sentence

Pollino John S.

Date 2/28/2022 Date 2/28/2022 Date 2/28/2022

Date 3/1/2023 Date 3/1/2023

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-K

Item 9A. Controls and Procedures